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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 10-Q
_________________________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to            
Commission File Number: 001-38347
__________________________________________________________________
Nine Energy Service, Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________________
Delaware80-0759121
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
2001 Kirby Drive, Suite 200
Houston, TX 77019
(Address of principal executive offices) (Zip Code)
(281) 730-5100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareNINENew York Stock Exchange
      
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐ Accelerated filer☐
Non-accelerated filer☒ Smaller reporting company☒
   Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐  No  x
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding at October 28, 2025 was 43,361,339.


TABLE OF CONTENTS
 
  
   
   
   
   
   
  
  
  
  
  
  
  
  
  
  
   



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact, including those regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q; we disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved.
We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Item 1A of Part II in this Quarterly Report on Form 10-Q. These factors, some of which are beyond our control, include the following:
•Our business is cyclical and depends on capital spending and well completions by the onshore oil and natural gas industry, and the level of such activity is volatile and strongly influenced by current and expected oil and natural gas prices. If the prices of oil and natural gas decline, our business, financial condition, results of operations, cash flows, and prospects may be materially and adversely affected. Significant factors that are likely to affect near-term commodity prices include geopolitical and economic developments in the U.S. and globally, including conflicts, tariffs imposed by the U.S. and other countries or retaliatory trade measures, instability, acts of war, and terrorism in oil producing countries or regions, particularly the Middle East, Russia, South America, and Africa; actions by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and other oil exporting nations that relate to or impact oil production and supply; weather conditions; the effect of U.S. energy, monetary, and trade policies; and the pace of economic growth in the U.S. and throughout the world.
•Inflation may adversely affect our financial position and operating results; in particular, cost inflation with labor or materials could offset any price increases for our products and services.
•If we are unable to attract and retain key employees, technical personnel, and other skilled and qualified workers, our business, financial condition, or results of operations could suffer.
•We may be unable to maintain existing prices or implement price increases on our products and services, and intense competition in the markets for our dissolvable plug products may lead to pricing pressures, reduced sales, or reduced market share.
•Our substantial debt obligations could have significant adverse consequences on our business and future prospects, and restrictions in our debt agreements could limit our growth and our ability to engage in certain activities.
•Our current and potential competitors may have longer operating histories, significantly greater financial or technical resources, and greater name recognition than we do.
•Tariffs and other trade measures could adversely affect our business, results of operations, financial position, and cash flows, including by increasing the cost of certain raw materials, parts, and components that are manufactured and supplied for our operations, disrupting our supply chain and logistics, restricting or limiting the availability of materials or supplies, and causing adverse financial impacts due to volatility in foreign exchange rates and interest rates or inflationary pressures on raw materials and energy.
•Our operations are subject to conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and loss of well control.
•If we are unable to accurately predict customer demand, including that of our international customers, or if customers cancel their orders on short notice, we may hold excess or obsolete inventory, which would reduce gross margins. Conversely, insufficient inventory would result in lost revenue opportunities and potentially loss of market share and damaged customer relationships.


•We are dependent on customers in a single industry. The loss of one or more significant customers, including certain of our customers outside of the U.S., could adversely affect our financial condition, prospects, and results of operations. Sales to customers outside of the U.S. also exposes us to risks inherent in doing business internationally, including political, social, and economic instability and disruptions, export controls, economic sanctions, embargoes or trade restrictions, and fluctuations in foreign currency exchange rates.
•We may be subject to claims for personal injury and property damage or other litigation, which could materially adversely affect our financial condition, prospects, and results of operations.
•We are subject to federal, state, and local laws and regulations regarding issues of health, safety, and protection of the environment. Under these laws and regulations, we may become liable for penalties, damages, or costs of remediation or other corrective measures. Any changes in laws or government regulations could increase our costs of doing business.
•Our success may be affected by the use and protection of our proprietary technology as well as our ability to enter into license agreements. There are limitations to our intellectual property rights and, thus, our right to exclude others from the use of our proprietary technology.
•Our success may be affected by our ability to implement new technologies and services.
•We may be adversely affected by disputes regarding intellectual property rights.
•If our systems for protecting against cybersecurity risks prove not to be sufficient, we could be adversely affected by, among other things, loss or damage of intellectual property, proprietary information, customer or business data; interruption of business operations; or additional costs to prevent, respond to, or mitigate cybersecurity attacks.
•Our future financial condition and results of operations could be adversely impacted by asset impairment charges.
•Increased scrutiny of sustainability matters could have an adverse effect on our business and damage our reputation.
•Increased attention to climate change and conservation measures may reduce oil and natural gas demand, and we face various risks associated with increased activism and related litigation against oil and natural gas exploration and development activities.
•Seasonal and adverse weather conditions adversely affect demand for our products and services.
•We are currently out of compliance with certain of the New York Stock Exchange’s (the “NYSE”) continued listing standards and are at risk of the NYSE delisting our common stock, which would have an adverse impact on the liquidity and market price of our common stock.
Additional risks or uncertainties that are not currently known to us, that we currently deem to be immaterial, or that could apply to any company could also materially adversely affect our business, financial condition, or future results.
These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.


PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
 September 30,
2025		December 31,
2024
Assets  
Current assets  
Cash and cash equivalents$14,389 $27,880 
Restricted cash2,086 — 
Accounts receivable, net81,446 81,157 
Income taxes receivable— 284 
Inventories, net56,806 50,781 
Prepaid expenses6,219 9,982 
Other current assets1,951 380 
Total current assets162,897 170,464 
Property and equipment, net66,424 70,518 
Operating lease right of use assets, net35,852 37,252 
Finance lease right of use assets, net19 29 
Intangible assets, net70,859 79,246 
Other long-term assets4,650 2,567 
Total assets$340,701 $360,076 
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable$37,072 $36,052 
Accrued expenses23,329 30,676 
Income taxes payable169 — 
Current portion of long-term debt— 3,580 
Current portion of operating lease obligations13,214 11,216 
Current portion of finance lease obligations13 21 
Total current liabilities73,797 81,545 
Long-term liabilities
Long-term debt339,390 317,264 
Long-term operating lease obligations23,290 26,710 
Other long-term liabilities90 621 
Total liabilities436,567 426,140 
Commitments and contingencies (Note 10)
Stockholders’ equity (deficit)
Common stock (120,000,000 shares authorized at $0.01 par value; 43,361,339 and 42,348,643 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)
434 423 
Additional paid-in capital807,976 806,231 
Accumulated other comprehensive loss(4,865)(5,406)
Accumulated deficit(899,411)(867,312)
Total stockholders’ equity (deficit)(95,866)(66,064)
Total liabilities and stockholders’ equity (deficit)$340,701 $360,076 
The accompanying notes are an integral part of these condensed consolidated financial statements.
1

NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share amounts)
(Unaudited)
 Three Months Ended September 30,Nine Months Ended September 30,
 2025202420252024
Revenues
Service$100,846 $106,744 $327,684 $313,608 
Product31,182 31,413 102,061 99,070 
132,028 138,157 429,745 412,678 
Cost and expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)
Service87,879 89,142 276,787 266,415 
Product23,849 24,309 78,850 75,090 
General and administrative expenses12,756 12,366 39,893 37,113 
Depreciation5,759 6,226 17,392 19,562 
Amortization of intangibles2,795 2,796 8,387 8,388 
Loss on revaluation of contingent liability96 383 169 191 
Loss on sale of property and equipment61 484 427 485 
Income (loss) from operations(1,167)2,451 7,840 5,434 
Interest expense13,714 12,879 41,319 38,453 
Interest income(114)(196)(572)(660)
Other income(173)(162)(522)(486)
Loss before income taxes(14,594)(10,070)(32,385)(31,873)
Provision (benefit) for income taxes53 73 (286)366 
Net loss$(14,647)$(10,143)$(32,099)$(32,239)
Loss per share
Basic$(0.35)$(0.26)$(0.79)$(0.89)
Diluted$(0.35)$(0.26)$(0.79)$(0.89)
Weighted average shares outstanding
Basic41,297,925 39,209,798 40,787,178 36,188,175 
Diluted41,297,925 39,209,798 40,787,178 36,188,175 
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of $0 tax in each period
$51 $(9)$541 $(166)
Total other comprehensive income (loss), net of tax51 (9)541 (166)
Total comprehensive loss$(14,596)$(10,152)$(31,558)$(32,405)
The accompanying notes are an integral part of these condensed consolidated financial statements.
2

NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share amounts)
(Unaudited)
Common StockAdditional
Paid-in Capital		Accumulated
Other
Comprehensive
Income (Loss)		Retained
Earnings
(Accumulated Deficit)		Total
Stockholders’ Equity (Deficit)
SharesAmounts
Balance, June 30, 202543,370,187 $434 $807,509 $(4,916)$(884,764)$(81,737)
Issuance of common stock under stock compensation plan, net of forfeitures(8,848)— — — — — 
Stock-based compensation expense— — 467 — — 467 
Other comprehensive income— — — 51 — 51 
Net loss— — — — (14,647)(14,647)
Balance, September 30, 202543,361,339 $434 $807,976 $(4,865)$(899,411)$(95,866)

Common StockAdditional
Paid-in Capital		Accumulated
Other
Comprehensive
Income (Loss)		Retained
Earnings
(Accumulated Deficit)		Total
Stockholders’ Equity (Deficit)
SharesAmounts
Balance, June 30, 202441,167,385 $412 $803,215 $(5,016)$(848,326)$(49,715)
Issuance of common stock under stock compensation plan, net of forfeitures15,330 — — — — — 
Stock-based compensation expense— — 837 — — 837 
Issuance of common stock under ATM program1,181,090 12 1,457 — — 1,469 
Other comprehensive loss— — — (9)— (9)
Net loss— — — — (10,143)(10,143)
Balance, September 30, 202442,363,805 $424 $805,509 $(5,025)$(858,469)$(57,561)

Common StockAdditional
Paid-in Capital		Accumulated
Other
Comprehensive
Income (Loss)		Retained
Earnings
(Accumulated Deficit)		Total
Stockholders’ Equity (Deficit)
SharesAmounts
Balance, December 31, 202442,348,643 $423 $806,231 $(5,406)$(867,312)$(66,064)
Issuance of common stock under stock compensation plan, net of forfeitures1,012,696 11 (11)— — — 
Stock-based compensation expense— — 1,756 — — 1,756 
Other comprehensive income— — — 541 — 541 
Net loss— — — — (32,099)(32,099)
Balance, September 30, 202543,361,339 $434 $807,976 $(4,865)$(899,411)$(95,866)

Common StockAdditional
Paid-in Capital		Accumulated
Other
Comprehensive
Income (Loss)		Retained
Earnings
(Accumulated Deficit)		Total
Stockholders’ Equity (Deficit)
SharesAmounts
Balance, December 31, 202335,324,861 $353 $795,106 $(4,859)$(826,230)$(35,630)
Issuance of common stock under stock compensation plan, net of forfeitures1,658,780 17 (17)— — — 
Stock-based compensation expense— — 2,225 — — 2,225 
Issuance of common stock under ATM program5,380,164 54 8,195 — — 8,249 
Other comprehensive loss— — — (166)— (166)
Net loss— — — — (32,239)(32,239)
Balance, September 30, 202442,363,805 $424 $805,509 $(5,025)$(858,469)$(57,561)
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

NINE ENERGY SERVICE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
 20252024
Cash flows from operating activities  
Net loss$(32,099)$(32,239)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation17,392 19,562 
Amortization of intangibles8,387 8,388 
Amortization of operating leases11,105 9,948 
Amortization of deferred financing costs and non-cash interest10,221 5,592 
Provision for doubtful accounts51 457 
Provision for inventory obsolescence1,370 987 
Stock-based compensation expense1,756 2,225 
Loss on sale of property and equipment427 485 
Loss on revaluation of contingent liability169 191 
Changes in operating assets and liabilities
Accounts receivable, net(292)8,251 
Inventories, net(7,161)(2,396)
Prepaid expenses and other current assets2,205 3,585 
Accounts payable and accrued expenses(6,891)(15,961)
Income taxes receivable/payable449 (124)
Operating lease obligations(11,026)(9,813)
Other assets and liabilities(1,196)(931)
Net cash used in operating activities(5,133)(1,793)
Cash flows from investing activities
Proceeds from sales of property and equipment162 352 
Purchases of property and equipment(13,324)(11,528)
Net cash used in investing activities(13,162)(11,176)
Cash flows from financing activities
Proceeds from issuance of common stock under ATM program— 8,249 
Proceeds from revolving credit facilities65,946 3,000 
Payments on revolving credit facilities(51,000)(10,000)
Payments of short-term debt(3,580)(2,859)
Cost of debt issuance(4,558)— 
Principal payments on finance leases(26)(40)
Payments of contingent liability(223)(466)
Net cash provided by (used in) financing activities6,559 (2,116)
Impact of foreign currency exchange on cash331 (103)
Net decrease in cash and cash equivalents(11,405)(15,188)
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period$27,880 $30,840 
Cash, cash equivalents, and restricted cash at end of period$16,475 $15,652 
Supplemental disclosures of cash flow information:
Cash paid for interest$41,609 $42,681 
4

Nine Months Ended September 30,
 20252024
Cash paid (refunded) for income taxes$(777)$487 
Right of use assets obtained in exchange for operating lease obligations$8,030 $3,199 
Supplemental schedule of non-cash investing and financing activities:
Right of use assets obtained in exchange for finance lease obligations$26 $26 
Capital expenditures in accounts payable and accrued expenses$1,402 $1,229 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

NINE ENERGY SERVICE, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Company and Organization
Background
Nine Energy Service, Inc. (the “Company” or “Nine”), a Delaware corporation, is an oilfield services business that provides services integral to the completion of unconventional wells through a full range of tools and methodologies. The Company is headquartered in Houston, Texas.
Risks and Uncertainties
As Nine is a spot-market business, the Company’s business and its pricing depends, to a significant extent, on the level of unconventional resource development activity and corresponding capital spending of oil and natural gas companies. These activity and spending levels are strongly influenced by current and expected oil and natural gas prices, which have been extremely volatile historically and in recent years. In addition, the Company’s earnings are affected by its ability to maintain current pricing levels, the impact of wage and labor inflation, labor shortages, and supply chain constraints. Due to the spot-market nature of its business, the Company’s revenue and earnings generally move very similarly to rig, frac, and stage counts in U.S. rig count.
Historically, the Company has met its liquidity needs principally from cash on hand, cash flow from operations and, if needed, external borrowings and issuances of debt securities. At September 30, 2025, the Company had $14.4 million of cash and cash equivalents and $25.9 million of availability under the 2025 ABL Credit Facility (as defined in Note 8 – Debt Obligations), which resulted in a total liquidity position of $40.3 million. As in the past, the Company expects its liquidity position to be materially impacted by the semi-annual interest payments ($19.5 million each, based on amounts outstanding as of September 30, 2025) to the holders of the 2028 Notes (as defined in Note 8 – Debt Obligations).
At September 30, 2025, the Company had $63.3 million of outstanding borrowings under the 2025 ABL Credit Facility. The Company also had $300.0 million aggregate principal amount of 2028 Notes outstanding as of September 30, 2025. In order to satisfy these debt obligations and meet its long-term liquidity requirements generally, the Company may seek to refinance or restructure its indebtedness, seek additional sources of capital, sell assets, or undertake a combination thereof. Any such transactions may involve the issuance of additional equity or convertible debt securities that could result in material dilution to the Company’s stockholders, and these securities could have rights superior to holders of the Company’s common stock and could contain covenants that will restrict the Company’s operations. The Company’s ability to successfully execute any such plans is dependent on its operating performance, which, as noted above, depends, to a significant extent, on the level of activity and capital spending of oil and natural gas companies. There can be no assurance that the Company will succeed in executing these plans. If unsuccessful, the Company may not have sufficient liquidity and capital resources to repay its indebtedness when it matures or otherwise meet its long-term cash requirements.
2. Basis of Presentation
Condensed Consolidated Financial Information
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, in a manner consistent with the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, unless otherwise disclosed herein, and should be read in conjunction therewith. The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Nine and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in the consolidation.
6

Use of Estimates
The preparation of financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Such estimates include fair value assumptions used in analyzing long-lived assets for possible impairment, useful lives used in depreciation and amortization expense, recognition of provisions for contingencies, and stock-based compensation fair value. It is at least reasonably possible that the estimates used will change within the next year.
Restricted Cash
Amounts included in restricted cash represent those required to be set aside, under a contractual agreement with a bank, as collateral for certain letters of credit and other general purposes.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheet that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.
September 30, 2025
(in thousands)
Cash and cash equivalents$14,389 
Restricted cash2,086 
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows$16,475 
3. New Accounting Standards
In November 2024, the (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an update which requires additional disclosure of certain expense captions presented on the face of the Company’s income statement as well as disclosures about selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, and should be applied on a prospective or retrospective basis, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within its condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024. The Company does not expect this guidance to have a significant impact on the disclosures within its condensed consolidated financial statements.
7

4. Revenues
Disaggregation of Revenues
Disaggregated revenues for the three and nine months ended September 30, 2025 and 2024 were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Cement$49,294 $51,185 $158,643 $145,262 
Coiled tubing23,390 27,654 78,318 84,603 
Wireline28,162 27,905 90,723 83,743 
Service revenues$100,846 $106,744 $327,684 $313,608 
Tools$31,182 $31,413 $102,061 $99,070 
Product revenues$31,182 $31,413 $102,061 $99,070 
Total revenues$132,028 $138,157 $429,745 $412,678 
The Company recognizes revenues from the sales of products at a point in time and revenues from the sales of services over time.
5. Inventories
Inventories, consisting primarily of finished goods and raw materials, are stated at the lower of cost or net realizable value. Cost is determined on an average cost basis. The Company reviews its inventory balances and writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The reserve for obsolescence was $4.0 million and $5.5 million at September 30, 2025 and December 31, 2024, respectively.
Inventories, net as of September 30, 2025 and December 31, 2024 were comprised of the following: 
 September 30, 2025December 31, 2024
 (in thousands)
Raw materials$33,070 $28,900 
Work in progress204 148 
Finished goods27,505 27,194 
Inventories60,779 56,242 
Reserve for obsolescence(3,973)(5,461)
Inventories, net$56,806 $50,781 
6. Intangible Assets
The gross carrying amount and accumulated amortization of intangible assets as of September 30, 2025 and December 31, 2024 was as follows:
September 30, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Amortization Period
(in thousands, except weighted average amortization period information)
Customer relationships$63,270 $(57,483)$5,787 2.1
Technology125,110 (60,038)65,072 8.0
Total$188,380 $(117,521)$70,859 
8

December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Amortization Period
(in thousands, except weighted average amortization period information)
Customer relationships$63,270 $(55,400)$7,870 2.8
Technology125,110 (53,734)71,376 8.8
Total$188,380 $(109,134)$79,246 
Amortization of intangibles expense was $2.8 million and $8.4 million for the three and nine months ended September 30, 2025, respectively. Amortization of intangibles expense was $2.8 million and $8.4 million for the three and nine months ended September 30, 2024, respectively.
Future estimated amortization of intangibles (in thousands) is as follows:
Year Ending December 31,
Remainder of 2025$2,796 
202611,082 
202710,315 
20288,000 
20298,000 
20308,000 
Thereafter22,666 
Total$70,859 
7. Accrued Expenses
Accrued expenses as of September 30, 2025 and December 31, 2024 consisted of the following:
September 30, 2025December 31, 2024
(in thousands)
Accrued interest$7,014 $16,960 
Accrued compensation and benefits7,424 6,287 
Accrued bonus557 1,016 
Accrued legal fees and settlements319 256 
Other accrued expenses8,015 6,157 
Accrued expenses$23,329 $30,676 
9

8. Debt Obligations
The Company’s debt obligations as of September 30, 2025 and December 31, 2024 were as follows: 
 September 30, 2025December 31, 2024
 (in thousands)
2028 Notes$300,000 $300,000 
2025 ABL Credit Facility63,258 — 
2018 ABL Credit Facility— 47,000 
Short-term debt (1)
— 3,580 
Total debt before deferred financing costs$363,258 $350,580 
Deferred financing costs(23,868)(29,736)
Total debt$339,390 $320,844 
Less: Current portion of long-term debt— (3,580)
Long-term debt$339,390 $317,264 
(1)The weighted average interest rate of short-term debt outstanding was 7.9% at December 31, 2024.
Units Offering and 2028 Notes
Units
On January 30, 2023, the Company completed its public offering of 300,000 units with an aggregate stated amount of $300.0 million (the “Units”). Each Unit consisted of $1,000 principal amount of the Company’s 13.000% Senior Secured Notes due 2028 (collectively, the “2028 Notes”) and five shares of common stock of the Company. The Company received proceeds of $279.8 million from the Units offering, after deducting underwriting discounts and commission, which was used to fund a portion of the redemption price of previously issued debt. These proceeds were allocated to the 2028 Notes and the common stock based on their relative fair value at the time of issuance. Each Unit separated into its constituent securities (the 2028 Notes and shares of common stock) automatically on October 27, 2023.
In the first quarter of 2023, the Company recorded approximately $41.7 million of deferred financing costs in connection with the Units offering. These costs are direct deductions from the carrying amount of the 2028 Notes and are being amortized through interest expense through the maturity date of the 2028 Notes using the effective interest method. The unamortized portion of these deferred financing costs was $23.9 million at September 30, 2025.
2028 Notes
On January 30, 2023, the Company and certain of its subsidiaries entered into an indenture, dated as of January 30, 2023 (the “2028 Notes Indenture”), with U.S. Bank Trust Company, National Association, as the trustee and as notes collateral agent, pursuant to which the 2028 Notes were issued. The 2028 Notes will mature on February 1, 2028 and bear interest at an annual rate of 13.000% payable in cash semi-annually in arrears on each of February 1 and August 1, commencing August 1, 2023. The 2028 Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by each of the Company’s current domestic subsidiaries and will be so guaranteed by certain future subsidiaries, in each case, subject to agreed guaranty and security principles and certain exclusions.
Prior to February 1, 2026, the Company may, on any one or more occasions, redeem all or a part of the 2028 Notes at a redemption price equal to 100.0% of the principal amount of the 2028 Notes redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, prior to February 1, 2026, the Company may, from time to time, redeem up to 35.0% of the aggregate principal amount of the 2028 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 113.0% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, provided that at least 65.0% of the aggregate principal amount of the 2028 Notes originally issued under the 2028 Notes Indenture on January 30, 2023 remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. Also, prior to February 1, 2026, the Company may redeem during each 12-month period beginning on January 30, 2023, up to 10% of the aggregate principal amount of the 2028 Notes outstanding at a redemption price equal to 103.0% of the aggregate principal amount of the 2028 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
10

On and after February 1, 2026, the Company may redeem the 2028 Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the 2028 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding the date of redemption, if redeemed during the periods indicated:
Redemption Price
February 1, 2026 to January 31, 2027106.500 %
February 1, 2027 to October 31, 2027103.250 %
November 1, 2027 and thereafter100.000 %
On each May 15 and November 14, commencing November 14, 2023 (each, an “Excess Cash Flow Offer Date”), the Company is required to make an offer (an “Excess Cash Flow Offer”) to all holders of the 2028 Notes and, if required by the terms of any Pari Passu Notes Lien Indebtedness (as defined in the 2028 Notes Indenture), to any holders of any Pari Passu Notes Lien Indebtedness to purchase, prepay or redeem, together on a pro-rata basis, the maximum principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (plus all accrued interest (including additional interest, if any) on the 2028 Notes and any such Pari Passu Notes Lien Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed using an amount of cash equal to the Excess Cash Flow Amount (as defined in the 2028 Notes Indenture and which is 75.0% of Excess Cash Flow (as defined in the 2028 Notes Indenture), as determined immediately prior to the Excess Cash Flow Offer Date), if any, subject to certain exceptions set forth in the 2028 Notes Indenture. The offer price in any such offer will be equal to 100% of the principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (or, in respect of any such Pari Passu Notes Lien Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Notes Lien Indebtedness), plus accrued and unpaid interest and additional interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of holders of the 2028 Notes or any such Pari Passu Notes Lien Indebtedness on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase, prepayment or redemption, and will be payable in cash.
If the Company experiences certain changes of control, each holder of 2028 Notes may require the Company to repurchase all or a portion of its 2028 Notes for cash at a price equal to 101.0% of the principal amount of such 2028 Notes, plus any accrued but unpaid interest, if any, to, but excluding, the date of repurchase.
The 2028 Notes Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit the Company’s ability and the ability of its restricted subsidiaries to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions of capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) issue certain preferred stock or similar equity securities, (v) make loans and investments; (vi) sell assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting its subsidiaries’ ability to pay dividends; or (x) consolidate, merge, or sell all or substantially all of its assets. The Company was in compliance with all covenants contained in the 2028 Notes Indenture at September 30, 2025.
Upon an event of default, the trustee of the 2028 Notes or the holders of at least 25% in aggregate principal amount of then outstanding 2028 Notes may declare the 2028 Notes immediately due and payable, except that a default resulting from certain events of bankruptcy or insolvency with respect to the Company, any significant subsidiary or any group of restricted subsidiaries that, taken together, would constitute a significant subsidiary, will automatically cause all outstanding 2028 Notes to become due and payable.
2018 ABL Credit Facility
On October 25, 2018, the Company entered into a credit agreement (the “2018 ABL Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and as an issuing lender, and certain other financial institutions party thereto as lenders and issuing lenders. The 2018 ABL Credit Agreement permitted aggregate borrowings of up to $200.0 million, subject to a borrowing base, including a Canadian tranche with a sub-limit of up to $25.0 million and a sub-limit of $50.0 million for letters of credit (the “2018 ABL Credit Facility”). Pursuant to the 2018 ABL Credit Agreement, loans to the Company and its domestic related subsidiaries (the “U.S. Credit Parties”) under the 2018 ABL Credit Facility were base rate loans or London Interbank Offered Rate (“LIBOR”) loans; and loans to Nine Energy Canada Inc., a corporation organized under the laws of Alberta, Canada, and its restricted subsidiaries (the “Canadian Credit Parties”) under the Canadian tranche were Canadian Dollar Offered Rate (“CDOR”) loans or Canadian prime rate loans.
On January 17, 2023, the Company entered into the First Amendment to Credit Agreement (the “First ABL Facility Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, which became effective on January 30, 2023. Pursuant to the First ABL Facility Amendment, the maturity date of the 2018 ABL Credit
11

Facility was extended from October 25, 2023 to January 29, 2027. In addition, the First ABL Facility Amendment, among other changes, revised the terms of the 2018 ABL Credit Facility as follows: (a) decreased the size of the 2018 ABL Credit Facility from $200.0 million to $150.0 million, subject to the borrowing base (the “Loan Limit”), (b) changed the interest rate benchmark from LIBOR to Term Secured Overnight Financing Rate with a 10 basis point spread adjustment and increased pricing from the existing range of 1.75% to 2.25% to a range of 2.00% to 2.50%, in each case depending on the Company’s leverage ratio, (c) modified the financial covenant, enhanced reporting and cash dominion triggers in the 2018 ABL Credit Facility from the existing minimum availability threshold of the greater of $18.75 million and 12.5% of the Loan Limit to a minimum availability threshold of (i) $12.5 million from January 30, 2023 until May 31, 2023 and (ii) the greater of $17.5 million and 12.5% of the Loan Limit thereafter, (d) decreased the Canadian tranche sub-limit from $25.0 million to $5.0 million, (e) decreased the letter of credit sub-limit from $50.0 million to $10.0 million and (f) made satisfaction of the Payment Conditions (as defined in the First ABL Facility Amendment) a condition to an Excess Cash Flow Offer in addition to a condition to voluntary payments of the 2028 Notes. The Payment Conditions in summary are (A) no default or event of default on a pro forma basis and (B) immediately after and at all times during the 30 days prior, on a pro forma basis, (1) (x) availability under the 2018 ABL Credit Facility shall not be less than the greater of 15% of the Loan Limit and $22.5 million and (y) the fixed charge coverage ratio shall be at least 1.00 to 1.00 or (2) availability under the 2018 ABL Credit Facility shall not be less than the greater of 20% of the Loan Limit and $30.0 million.
On June 7, 2024, the Company entered into the Second Amendment to Credit Agreement (together with the First ABL Facility Amendment, the “2018 ABL Facility Amendments”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, to change the interest rate benchmark for borrowings denominated in Canadian dollars from CDOR to a rate based on the Canadian Overnight Repo Rate Average (CORRA), effective as of June 14, 2024.
The 2018 Credit Agreement, as amended by the 2018 ABL Facility Amendments (the “Amended 2018 ABL Credit Agreement”), contained customary representations and warranties, events of default, and various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions), and transactions with affiliates. In addition, the Amended 2018 ABL Credit Agreement contained a financial covenant requiring a minimum fixed charge ratio of 1.00 to 1.00 that was tested quarterly when (a) the availability under the 2018 ABL Credit Facility dropped below (i) at any time on or before May 31, 2023, $12.5 million and (ii) at any time thereafter, the greater of $17.5 million and 12.5% of the Loan Limit or (b) a default has occurred. This financial covenant applied until the availability exceeds the applicable threshold for 30 consecutive days and no default is ongoing.
Pursuant to the Amended 2018 ABL Credit Agreement, all of the Company’s obligations under the 2018 ABL Credit Facility were secured by security interests (subject to permitted liens) in substantially all of the personal property of U.S. Credit Parties, excluding certain assets. The obligations under the Canadian tranche were further secured by security interests (subject to permitted liens) in substantially all of the personal property of Canadian Credit Parties, excluding certain assets.
As further described below, on May 1, 2025, the Company fully repaid all borrowings outstanding under the 2018 ABL Credit Facility and terminated the Amended 2018 ABL Credit Agreement.
2025 ABL Credit Facility
On May 1, 2025, the Company entered into a Loan and Security Agreement (the “2025 ABL Credit Agreement”) with White Oak Commercial Finance, LLC, as agent, and the lenders from time to time party thereto. The 2025 ABL Credit Agreement provides for an asset-based revolving credit facility (the “2025 ABL Credit Facility”) with lender commitments of $125.0 million (the “Maximum Revolving Facility Amount”) and a sub-limit of $5.0 million for letters of credit, which will mature on the earlier of (i) May 1, 2028 and (ii) the date that is 91 days prior to the maturity date of the 2028 Notes. The outstanding balance of the borrowings under the 2025 ABL Credit Facility may not exceed in the aggregate at any time the lesser of (a) the Maximum Revolving Facility Amount reduced by certain customary reserves and (b) the borrowing base, which is calculated on the basis of eligible accounts and inventory. The Maximum Revolving Facility Amount could increase from time to time pursuant to an uncommitted accordion by an aggregate amount for all such increases not to exceed $50.0 million. Borrowings under the 2025 ABL Credit Facility bear interest at a per annum rate equal to the term-specific Secured Overnight Financing Rate (SOFR) for an interest period of one month, subject to a 1.50% floor, plus an applicable margin of 4.00% to 4.50%, depending on the Company’s fixed charge coverage ratio.
On May 1, 2025, the Company borrowed approximately $48.9 million under the 2025 ABL Credit Facility and used such proceeds to repay all borrowings outstanding under the 2018 ABL Credit Facility and pay fees and expenses associated with the entry into the 2025 ABL Credit Agreement. The 2025 ABL Credit Facility refinanced and replaced the 2018 ABL Credit Facility.
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The 2025 ABL Credit Agreement contains customary representations and warranties, events of default, and various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments and investments (including acquisitions). In addition, the 2025 ABL Credit Agreement contains a financial covenant requiring a minimum fixed charge ratio of 1.10 to 1.00 that is tested quarterly when the availability under the 2025 ABL Credit Facility is less than $10.0 million. This financial covenant applies until the availability exceeds such threshold for 30 consecutive days. The Company was in compliance with all covenants contained in the 2025 ABL Credit Agreement at September 30, 2025.
The Company’s obligations under the 2025 ABL Credit Facility are secured by a first priority security interest in substantially all tangible and intangible assets of the Company and all of its current domestic and Canadian subsidiaries.
At September 30, 2025, the Company had $63.3 million outstanding borrowings under the 2025 ABL Credit Facility, and its availability under the 2025 ABL Credit Facility was approximately $25.9 million.
Short-Term Debt
From time to time, the Company renews certain insurance policies and finances the premium for its excess policy. There was no outstanding balance on these premiums at September 30, 2025, and the outstanding balance on these premiums was $3.6 million at December 31, 2024.
Fair Value of Debt Instruments
The estimated fair value of the Company’s debt obligations at September 30, 2025 and December 31, 2024 was as follows:
 September 30, 2025December 31, 2024
 (in thousands)
2028 Notes$149,280 $197,283 
2025 ABL Credit Facility$63,258 $— 
2018 ABL Credit Facility$— $47,000 
Short-term debt$— $3,580 
The fair value of the 2028 Notes, 2025 ABL Credit Facility, 2018 ABL Credit Facility, and short-term debt is classified as Level 2 in the fair value hierarchy. The fair value of the 2028 Notes is established based on observable inputs in less active markets. The fair value of the 2025 ABL Credit Facility, 2018 ABL Credit Facility, and short-term debt approximates their carrying value.
9. Related Party Transactions
The Company leases office space, yard facilities, and equipment and purchases building maintenance and repair services from entities owned by David Crombie, an executive officer of the Company. Total lease expense and building maintenance and repair expense associated with these entities was $0.2 million and $0.7 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.8 million for the three and nine months ended September 30, 2024, respectively. The Company also purchased $0.9 million and $3.2 million of products and services during the three and nine months ended September 30, 2025, respectively, and $1.1 million and $2.6 million for the three and nine months ended September 30, 2024, respectively, from an entity in which Mr. Crombie is a limited partner. There were outstanding payables due to entities associated with Mr. Crombie of $0.8 million and $0.3 million at September 30, 2025 and December 31, 2024, respectively.
Ann G. Fox, President and Chief Executive Officer and a director of the Company, is a director of Devon Energy Corporation (“Devon”). The Company generated revenue from Devon of $1.0 million and $2.1 million for the three and nine months ended September 30, 2025, respectively, and $1.2 million and $4.2 million for the three and nine months ended September 30, 2024, respectively. There were outstanding receivables due from Devon of $0.6 million and $0.3 million at September 30, 2025 and December 31, 2024, respectively.
The Company provides products and services to Crescent Energy Company (“Crescent”), where one of the Company’s directors serves as the Chief Operating Officer. The Company generated revenue from Crescent of $0.8 million and $6.3 million for the three and nine months ended September 30, 2025, respectively, and $2.0 million for both the three and nine
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months ended September 30, 2024. There were outstanding receivables due from Crescent of $0.4 million and $1.1 million at September 30, 2025 and December 31, 2024, respectively.
10. Commitments and Contingencies
Litigation
The Company records accruals related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. Some of these uncertainties include the stage of litigation, available facts, uncertainty as to the outcome of any legal proceedings or settlement discussions, and any novel legal issues presented. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending litigation. At both September 30, 2025 and December 31, 2024, the Company recorded a $0.3 million accrual for legal matters, which is included under the caption “Accrued expenses” in its Condensed Consolidated Balance Sheets.
From time to time, the Company has various claims, lawsuits, and administrative proceedings that are pending or threatened with respect to personal injury, workers’ compensation, contractual matters, and other matters. Although no assurance can be given with respect to the outcome of these claims, lawsuits, or proceedings or the effect such outcomes may have, the Company believes any ultimate liability resulting from the outcome of such claims, lawsuits, or administrative proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on its business, operating results, or financial condition.
On April 18, 2020, the Company was named as a defendant in a patent infringement lawsuit regarding its Breakthru Casing Flotation Device. On January 18, 2022, the Company received an adverse judgment in this matter. The Company has posted a $2.3 million letter of credit representing the judgment amount and deferred royalties from the judgment date through September 30, 2025. While the Company believes it is probable that it will prevail on appeal resulting in no liability, in the event the Company does not prevail on appeal, the Company will be liable for the aggregate letter of credit posted through the date of appeal plus any future royalties awarded.
However, due to the inherent uncertainties of litigation, the Company is unable to determine the exact amount of any potential loss at this time, and thus, no accrual has been made for this matter in the Company’s condensed consolidated financial statements. The Company will continue to monitor the progress of this litigation and will adjust its accrual as necessary if and when additional information becomes available.
Self-insurance
The Company uses a combination of third-party insurance and self-insurance for health insurance claims. The self-insured liability represents an estimate of the undiscounted ultimate cost of uninsured claims incurred as of the balance sheet date. The estimate is based on an analysis of trailing months of incurred medical claims to project the amount of incurred but not reported claims liability. The estimated liability for self-insured medical claims was $1.8 million and $1.5 million at September 30, 2025 and December 31, 2024, respectively, and is included under the caption “Accrued expenses” in the Company’s Condensed Consolidated Balance Sheets.
Although the Company does not expect the amounts ultimately paid to differ significantly from the estimates, the self-insurance liability could be affected if future claims experience differs significantly from historical trends and actuarial assumptions.
Contingent Liabilities
On October 1, 2018, pursuant to the terms and conditions of a Securities Purchase Agreement (the “Frac Tech Purchase Agreement”), the Company acquired Frac Technology AS (“Frac Tech”), a Norwegian private limited company focused on the development of downhole technology, including a casing flotation tool and a number of patented downhole completion tools. The Frac Tech Purchase Agreement, as amended, includes, among other things, the potential for additional future payments, based on certain Frac Tech revenue metrics through December 31, 2025 (the “Frac Tech Earnout”).
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The Company’s contingent liability (Level 3) associated with the Frac Tech Earnout (in thousands) at September 30, 2025 and 2024 was as follows:
Balance at December 31, 2024$719 
Revaluation adjustments169 
Payments(572)
Balance at September 30, 2025$316 
Balance at December 31, 2023$1,219 
Revaluation adjustments191 
Payments(466)
Balance at September 30, 2024$944 
All contingent liabilities that relate to contingent consideration are reported at fair value, based on a Monte Carlo simulation model. Significant inputs used in the fair value measurement include forecasted sales of the plugs, terms of the agreement, a risk-adjusted discount factor (ranging from 3.9% to 4.0%), and a credit-adjusted rate (ranging from 11.7% to 11.8%). Contingent liabilities include $0.3 million and $0.6 million reported in “Accrued expenses” at September 30, 2025 and December 31, 2024, respectively, and $0.0 million and $0.1 million reported in “Other long-term liabilities” at September 30, 2025 and December 31, 2024, respectively, in the Company’s Condensed Consolidated Balance Sheets. The impact of the revaluation adjustments is included in the Company’s Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).
11. Taxes
The Company’s provision (benefit) for income taxes included in its Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands, except percentages)
Provision (benefit) for income taxes$53 $73 $(286)$366 
Effective tax rate(0.4)%(0.7)%0.9 %(1.1)%
The Company’s provision for income taxes for the three months ended September 30, 2025 was primarily attributed to state and non-U.S. income taxes. The Company’s benefit for income taxes for the nine months ended September 30, 2025 was primarily attributed to a $0.5 million discrete tax benefit recorded during the second quarter of 2025, as well as tax positions in state and non-U.S. jurisdictions. At September 30, 2025, the Company continued to record a full valuation allowance against its net deferred tax asset positions in the U.S. and Canada.
12. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is based on the weighted average number of shares outstanding for the period, including the dilutive effect of equity awards.
Basic and diluted earnings (loss) per share of common stock was computed as follows: 
 Three Months Ended September 30, 2025Three Months Ended September 30, 2024
Net LossAverage Shares OutstandingLoss Per ShareNet LossAverage Shares OutstandingLoss Per Share
(in thousands, except share and per share amounts)
Basic$(14,647)41,297,925 $(0.35)$(10,143)39,209,798 $(0.26)
Unvested restricted stock and stock units— — — — — — 
Diluted$(14,647)41,297,925 $(0.35)$(10,143)39,209,798 $(0.26)
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 Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
Net LossAverage Shares OutstandingLoss Per ShareNet LossAverage Shares OutstandingLoss Per Share
(in thousands, except share and per share amounts)
Basic$(32,099)40,787,178 $(0.79)$(32,239)36,188,175 $(0.89)
Unvested restricted stock and stock units— — — — — — 
Diluted$(32,099)40,787,178 $(0.79)$(32,239)36,188,175 $(0.89)

The diluted earnings (loss) per share calculation excludes all stock options, unvested restricted stock, and unvested restricted stock units for the three and nine months ended September 30, 2025 and 2024 because their inclusion would be anti-dilutive given the Company was in a net loss position. The average number of securities that were excluded from diluted earnings (loss) per share that would potentially dilute earnings (loss) per share for the periods in which the Company experienced a net loss were as follows:
20252024
Three months ended September 30,144,763151,898
Nine months ended September 30,215,845333,128
13. Segment Information
The Company operates as one reportable segment, known as Completions Solutions. The Completions Solutions segment provides services and products integral to the completion of unconventional wells through a full range of tools and methodologies. These services and products are similar in purpose and end use by focusing on preparing and enabling a well to produce oil and gas and must be completed in order for a well to begin producing hydrocarbons. These services are also impacted by similar economic drivers, such as current and future expectations of oil and natural gas prices and hydrocarbon demand, and are complementary in nature in the successful completion phase of a well.
The Company evaluates the performance of the Completions Solutions segment based on consolidated net income (loss). Consolidated net income (loss) is determined in accordance with the measurement principles most consistent with consolidated financial statements and is representative of the manner in which the Company’s chief operating decision maker (the “CODM”) and its board of directors view the business, manage liquidity, allocate capital resources, and make operational decisions for the Company. The CODM also uses consolidated net income (loss) to monitor budget versus actual results, perform variance analysis of current results to prior period results, and forecast future performance. The Company considers the CODM to be its Chief Executive Officer. The reported segment revenue, segment profit or loss, significant segment expenses, and other segment items (gain or loss on revaluation of contingent liability, gain or loss on sale of property and equipment, interest income, and other income) are the same as the consolidated results disclosed in the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The CODM reviews total assets on a consolidated basis as disclosed in the Condensed Consolidated Balance Sheets and capital expenditures on a consolidated basis.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the consolidated financial statements and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “Critical Accounting Estimates,” included in our Annual Report on Form 10-K for the year ended December 31, 2024.
This section contains forward-looking statements based on our current expectations, estimates, and projections about our operations and the industry in which we operate. Our actual results may differ materially from those anticipated in these forward-looking statements because of various risks and uncertainties, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q.
OVERVIEW
Company Description
Nine Energy Service, Inc. (either individually or together with its subsidiaries, as the context requires, the “Company,” “Nine,” “we,” “us,” and “our”) is a leading completion services provider that targets unconventional oil and gas resource development. We partner with our exploration and production (“E&P”) customers across all major onshore basins in both the U.S. and Canada as well as abroad to design and deploy downhole solutions and technology to prepare horizontal, multistage wells for production. We focus on providing our customers with cost-effective and comprehensive completion solutions designed to maximize their production levels and operating efficiencies. We believe our success is a product of our culture, which is driven by our intense focus on performance and wellsite execution as well as our commitment to forward-leaning technologies that aid us in the development of smarter, customized applications that drive efficiencies and reduce emissions.
We provide (i) cementing services, which consist of blending high-grade cement and water with various solid and liquid additives to create a cement slurry that is pumped between the casing and the wellbore of the well, (ii) an innovative portfolio of completion tools, including those that provide technologies used for completing the toe stage of a horizontal well and fully-composite, dissolvable, and extended range frac plugs to isolate stages during plug-and-perf operations, (iii) wireline services, the majority of which consist of plug-and-perf completions, which is a multistage well completion technique for cased-hole wells that consists of deploying perforating guns and isolation tools to a specified depth, and (iv) coiled tubing services, which perform wellbore intervention operations utilizing a continuous steel pipe that is transported to the wellsite wound on a large spool, providing a cost-effective solution for well work due to the ability to deploy efficiently and safely into a live well.
How We Generate Revenue and the Costs of Conducting Our Business
We generate our revenues by providing completion services to E&P customers across all major onshore basins in both the U.S. and Canada as well as abroad. We primarily earn our revenues pursuant to work orders entered into with our customers on a job-by-job basis. We typically enter into a Master Service Agreement (“MSA”) with each customer that provides a framework of general terms and conditions of our services that will govern any future transactions or jobs awarded to us. Each specific job is obtained through competitive bidding or as a result of negotiations with customers. The rate we charge is determined by location, complexity of the job, operating conditions, duration of the contract, and market conditions. In addition to MSAs, we have entered into a select number of longer-term contracts with certain customers relating to our wireline and cementing services, and we may enter into similar contracts from time to time to the extent beneficial to the operation of our business. These longer-term contracts address pricing and other details concerning our services, but each job is performed on a standalone basis.
The principal expenses involved in conducting our business include labor costs, materials and freight, the costs of maintaining our equipment, and fuel costs. Our direct labor costs vary with the amount of equipment deployed and the utilization of that equipment. Another key component of labor costs relates to the ongoing training of our field service employees, which improves safety rates and reduces employee attrition.
How We Evaluate Our Operations
We evaluate our performance based on a number of financial and non-financial measures, including the following:
•Revenue: We compare actual revenue achieved each month to the most recent projection for that month and to
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the annual plan for the month established at the beginning of the year. We monitor our revenue to analyze trends in the performance of our operations compared to historical revenue drivers or market metrics. We are particularly interested in identifying positive or negative trends and investigating to understand the root causes.
•Adjusted Gross Profit (Loss): Adjusted gross profit (loss) is a key metric that we use to evaluate operating performance. We define adjusted gross profit (loss) as revenues less direct and indirect costs of revenues (excluding depreciation and amortization). Costs of revenues include direct and indirect labor costs, costs of materials, maintenance of equipment, fuel and transportation freight costs, contract services, crew cost, and other miscellaneous expenses. For additional information, see “Non-GAAP Financial Measures” below.
•Adjusted EBITDA: We define Adjusted EBITDA as EBITDA (which is net income (loss) before interest, taxes, and depreciation and amortization) further adjusted for (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) loss or gain on revaluation of contingent liabilities, (iv) loss or gain on extinguishment of debt, (v) loss or gain on the sale of subsidiaries, (vi) restructuring charges, (vii) stock-based compensation and cash award expense, (viii) loss or gain on sale of property and equipment, and (ix) other expenses or charges to exclude certain items which we believe are not reflective of ongoing performance of our business, such as legal expenses and settlement costs related to litigation outside the ordinary course of business. For additional information, see “Non-GAAP Financial Measures” below.
•Adjusted Return on Invested Capital (“Adjusted ROIC”): We define Adjusted ROIC as adjusted after-tax net operating profit (loss), divided by average total capital. We define adjusted after-tax net operating profit (loss) as net income (loss) plus (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) interest expense (income), (iv) restructuring charges, (v) loss (gain) on the sale of subsidiaries, (vi) loss (gain) on extinguishment of debt, and (vii) the provision (benefit) for deferred income taxes. We define total capital as book value of equity (deficit) plus the book value of debt less balance sheet cash and cash equivalents. We compute and use the average of the current and prior period-end total capital in determining Adjusted ROIC. For additional information, see “Non-GAAP Financial Measures” below.
•Safety: We measure safety by tracking the total recordable incident rate (“TRIR”), which is reviewed on a monthly basis. TRIR is a measure of the rate of recordable workplace injuries, defined below, normalized and stated on the basis of 100 workers for an annual period. The factor is derived by multiplying the number of recordable injuries in a calendar year by 200,000 (i.e., the total hours for 100 employees working 2,000 hours per year) and dividing this value by the total hours actually worked in the year. Recordable workplace injuries include occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, restriction of work or motion, transfer to another job, or medical treatment other than first aid.
Industry Trends and Outlook
Our business depends, to a significant extent, on the level of unconventional resource development activity and corresponding capital spending of oil and natural gas companies. These activity and spending levels are strongly influenced by current and expected oil and natural gas prices. In recent years, commodity prices have been extremely volatile and unpredictable. During 2024, natural gas prices were extremely depressed, averaging approximately $2.19 per million British thermal units (“MMBtu”) for the year. In 2025, through the third quarter, natural gas prices have improved as compared to 2024, averaging approximately $3.45 per MMBtu for the nine months ended September 30, 2025. However, despite a more supportive natural gas price environment thus far in 2025, we have yet to see any meaningful activity increases in the natural gas-levered basins like the Haynesville and Northeast. For example, during the fourth quarter of 2024, the average rig count in the Haynesville was 31 rigs and at the end of the third quarter of 2025, the rig count was 39 rigs. Nonetheless, the long-term outlook on natural gas demand remains positive.
As for oil prices, towards the end of 2024, we began to see West Texas Intermediate (“WTI”) oil prices decline, which was exacerbated by the announcement of new tariffs by the Trump Administration in April 2025 and OPEC communicating they would be increasing production. In the second quarter of 2025, WTI price fell below $60 per barrel for the first time in four years. Because of the decline in oil prices, as well as increased costs and market uncertainty, our customers began to decrease activity. According to Baker Hughes, from the end of the first quarter of 2025 through the end of the third quarter of 2025, 43 rigs, most of which were in the Permian Basin, came out of the U.S. market, a decline of approximately 7% compared to the number of rigs at the end of the first quarter of 2025. During the first quarter of 2025, the average WTI price was $71.78 per barrel as compared to $65.82 per barrel in the third quarter of 2025, a decline of approximately 8%.
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Due to the spot-market nature of our business, our revenue and profitability generally move very similarly to U.S. rig, frac, and stage counts, and starting in the second quarter of 2025, we began to experience activity declines as well as receive pricing pressure across all of our service lines, especially in the oil-levered basins. During the third quarter of 2025, we had full quarter realizations of these activity declines, as well as continued pricing pressure on our services, which negatively impacted both revenue and earnings. In addition to negative market impacts, our completion tools division had market share losses, which were due mostly to customer consolidation and a change in certain of our customers’ completion designs, during the quarter that negatively impacted revenue and earnings.
The current activity and pricing environment remains challenging. Additionally, we anticipate typical seasonal slowdowns and shutdowns in the fourth quarter of 2025 related to weather, holidays, and budget exhaustion, which will negatively impact revenue and earnings. As such, we anticipate revenue and earnings in the fourth quarter of 2025 will be down compared to the third quarter of 2025.
Significant factors that are likely to affect commodity prices moving forward include geopolitical and economic developments in the U.S. and globally, including conflicts, the pace of economic growth in the U.S. and throughout the world, including the potential for macro weakness; tariffs imposed by the U.S. and other countries or retaliatory trade measures; instability, acts of war or terrorism in oil producing countries or regions, particularly the Middle East, Russia, South America and Africa; actions of the members of OPEC and other oil exporting nations that relate to or impact oil production or supply; weather conditions; the effect of energy, monetary, and trade policies of the U.S.; changes to energy regulations and policies, including those of the U.S. Environmental Protection Agency and other governmental bodies; and overall North American oil and natural gas supply and demand fundamentals, including the pace at which export capacity grows. We expect that U.S. activity levels will be impacted by commodity prices and many of the same factors expected to impact commodity prices, including the production of OPEC and other oil exporting nations and governmental policies, such as tariffs. We cannot predict the scope or extent of such impacts. Furthermore, although as noted above, our customers’ activity and spending levels, and thus demand for our services and products, are strongly influenced by current and expected oil and natural gas prices, even with price improvements in oil and natural gas, operator activity may not materially increase, as operators remain focused on operating within their capital plans and uncertainty remains around supply and demand fundamentals.
Results of Operations
Results for the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
 Three Months Ended September 30, 
 20252024ChangePercentage Change
 (in thousands, except percentage change)
Revenues$132,028 $138,157 $(6,129)(4)%
Cost of revenues (exclusive of depreciation and amortization shown separately below)111,728 113,451 (1,723)(2)%
Adjusted gross profit$20,300 $24,706 $(4,406)(18)%
General and administrative expenses$12,756 $12,366 $390 3 %
Depreciation5,759 6,226 (467)(8)%
Amortization of intangibles2,795 2,796 (1)— %
Loss on revaluation of contingent liability96 383 (287)(75)%
Loss on sale of property and equipment61 484 (423)(87)%
Income (loss) from operations(1,167)2,451 (3,618)(148)%
Non-operating expense13,427 12,521 906 7 %
Loss before income taxes(14,594)(10,070)(4,524)45 %
Provision for income taxes53 73 (20)(27)%
Net loss$(14,647)$(10,143)$(4,504)44 %
Revenues
Revenues decreased $6.1 million, or 4%, to $132.0 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to coiled tubing revenue, which decreased $4.3 million, or 15%, mainly due to
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volume and utilization decreases as total days worked decreased 22%, coupled with pricing reductions, each in comparison to the third quarter of 2024. In addition, although total cement job count increased 1%, total cementing revenue (including pump downs) decreased $1.9 million, or 4%, in comparison to the third quarter of 2024, primarily due to pricing reductions within the service line. In addition, tools revenue decreased $0.2 million, or 1%, as completion tools stages decreased 11%, in comparison to the third quarter of 2024. The overall decrease was partially offset by wireline revenue, which increased $0.3 million, or 1%, as total completed wireline stages increased 31%, which more than offset pricing reductions, in comparison to the third quarter of 2024.
Cost of Revenues (Exclusive of Depreciation and Amortization)
Cost of revenues decreased $1.7 million, or 2%, to $111.7 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to a $2.2 million decrease in materials installed and consumed while performing services and a $1.3 million decrease in employee-related costs. The overall decrease was partially offset by a $0.7 million increase in repairs and maintenance costs, a $0.6 million increase in vehicle costs, and a $0.5 million increase in insurance, facility and other costs, each in comparison to the third quarter of 2024.
Adjusted Gross Profit (Loss)
Adjusted gross profit decreased approximately $4.4 million to $20.3 million for the third quarter of 2025 due to the factors described above under “Revenues” and “Cost of Revenues.”
General and Administrative Expenses
General and administrative expenses increased $0.4 million to $12.8 million for the third quarter of 2025. The increase was primarily related to a $0.2 million increase in professional fees and a $0.1 million increase in employee-related costs between periods.
Depreciation
Depreciation expense decreased $0.5 million to $5.8 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to a decrease in capital expenditures across certain lines of service over the last twelve months.
Amortization of Intangibles
We recorded $2.8 million in amortization of intangibles expense (comprised of technology and customer relationships) in both the third quarter of 2025 and the third quarter of 2024.
Non-Operating (Income) Expenses
Non-operating expenses increased $0.9 million to $13.4 million for the third quarter of 2025. The increase in comparison to the third quarter of 2024 was primarily related to a $0.5 million increase in amortization of deferred financing costs between periods, coupled with a $0.3 million increase in interest expense associated with the 2025 ABL Credit Facility (as defined below) which carries a higher interest rate than our previous 2018 ABL Credit Facility (as defined below).
(Gain) Loss on Revaluation of Contingent Liability
We recorded a $0.1 million loss on revaluation of contingent liability in the third quarter of 2025 compared to a $0.4 million loss on revaluation of contingent liability in the third quarter of 2024. The decreased loss was related to a decrease in the fair value of the earnout associated with our acquisition of Frac Technology AS in comparison to the third quarter of 2024.
(Gain) Loss on Sale of Property and Equipment
Loss on sale of property and equipment decreased $0.4 million for the third quarter of 2025. The decrease in comparison to the third quarter of 2024 was primarily related to losses on equipment sales in the third quarter of 2024 that did not recur in the third quarter of 2025.
Provision (Benefit) for Income Taxes
We recorded an income tax provision of $0.1 million for both the third quarter of 2025 and the third quarter of 2024. The income tax provision for both periods is related to our income tax position in state and foreign tax jurisdictions.
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Net Income (Loss) and Adjusted EBITDA
Net loss increased $4.5 million, or 44%, to $14.6 million for the third quarter of 2025, and Adjusted EBITDA decreased $4.6 million, or 33%, to $9.6 million for the third quarter of 2025. The changes were primarily due to the fluctuations in revenues and expenses discussed above. See “Non-GAAP Financial Measures” below for further information regarding Adjusted EBITDA.
Results for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
 Nine Months Ended September 30, 
 20252024ChangePercentage Change
 (in thousands, except percentage change)
Revenues$429,745 $412,678 $17,067 4 %
Cost of revenues (exclusive of depreciation and amortization shown separately below)355,637 341,505 14,132 4 %
Adjusted gross profit$74,108 $71,173 $2,935 4 %
General and administrative expenses$39,893 $37,113 $2,780 7 %
Depreciation17,392 19,562 (2,170)(11)%
Amortization of intangibles8,387 8,388 (1)— %
Loss on revaluation of contingent liability169 191 (22)(12)%
Loss on sale of property and equipment427 485 (58)(12)%
Income from operations7,840 5,434 2,406 44 %
Non-operating expense40,225 37,307 2,918 8 %
Loss before income taxes(32,385)(31,873)(512)2 %
Provision (benefit) for income taxes(286)366 (652)178 %
Net loss$(32,099)$(32,239)$140 — %
Revenues
Revenues increased $17.1 million, or 4%, to $429.7 million for the first nine months of 2025. The increase in comparison to the first nine months of 2024 was primarily related to cementing revenue (including pump downs), which increased $13.4 million, or 9%, as total cement job count increased 16%, each in comparison to the first nine months of 2024. In addition, wireline revenue increased $7.0 million, or 8%, as total completed wireline stages increased 28%, and tools revenue increased $3.0 million, or 3%, as completion stages increased 8%, each in comparison to the first nine months of 2024. The overall increase was partially offset by coiled tubing, which decreased its revenue by $6.3 million, or 7%, in comparison to the first nine months of 2024 due to pricing pressure coupled with volume reductions as total days worked decreased by 10% between periods. Lower pricing across cementing and wireline also partially offset overall revenue increases between periods.
Cost of Revenues (Exclusive of Depreciation and Amortization)
Cost of revenues increased $14.1 million, or 4%, to $355.6 million for the first nine months of 2025. The increase in comparison to the first nine months of 2024 was related to a $9.8 million increase in materials installed and consumed while performing services, a $2.1 million increase in vehicle costs, a $1.6 million increase in insurance costs, and a $0.6 million increase in repair and maintenance, each in comparison to the first nine months of 2024.
Adjusted Gross Profit (Loss)
Adjusted gross profit increased approximately $2.9 million to $74.1 million for the first nine months of 2025 due to the factors described above under “Revenues” and “Cost of Revenues.”
General and Administrative Expenses
General and administrative expenses increased $2.8 million to $39.9 million for the first nine months of 2025. The increase was primarily related to a $2.4 million increase in employee-related costs and a $0.7 million increase in professional fees, each in comparison to the first nine months of 2024. The overall increase was partially offset by a $0.4 million decrease in
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marketing and other general and administrative costs between periods.
Depreciation
Depreciation expense decreased $2.2 million to $17.4 million for the first nine months of 2025. The decrease in comparison to the first nine months of 2024 was primarily due to a decrease in capital expenditures across certain lines of service over the last twelve months.
Amortization of Intangibles
We recorded $8.4 million in amortization of intangibles expense (comprised of technology and customer relationships) in both the first nine months of 2025 and the first nine months of 2024.
Non-Operating (Income) Expenses
Non-operating expenses increased $2.9 million to $40.2 million for the first nine months of 2025. The increase was primarily attributed to the write-off of $1.5 million of deferred financing costs associated with the 2018 ABL Credit Facility in the first nine months of 2025 that did not occur in the first nine months of 2024. The increase was also partly attributed to a $1.3 million increase in amortization of deferred financing costs in comparison to the first nine months of 2024.
Provision (Benefit) for Income Taxes
We recorded an income tax benefit of $0.3 million for the first nine months of 2025 compared to an income tax provision of $0.4 million for the first nine months of 2024. The difference between the periods was primarily attributed to a $0.5 million discrete income tax benefit in the first nine months of 2025 that did not occur in the first nine months of 2024.
Net Income (Loss) and Adjusted EBITDA
Net loss decreased $0.1 million, or less than 1%, to $32.1 million for the first nine months of 2025, and Adjusted EBITDA increased $1.2 million, or 3%, to $40.3 million for the first nine months of 2025. The changes were primarily due to the fluctuations in revenues and expenses discussed above. See “Non-GAAP Financial Measures” below for further information regarding Adjusted EBITDA.
Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders, and rating agencies. We define Adjusted EBITDA as EBITDA (which is net income (loss) before interest, taxes, depreciation, and amortization) further adjusted for (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) loss or gain on revaluation of contingent liabilities, (iv) loss or gain on extinguishment of debt, (v) loss or gain on the sale of subsidiaries, (vi) restructuring charges, (vii) stock-based compensation and cash award expense, (viii) loss or gain on sale of property and equipment, and (ix) other expenses or charges to exclude certain items which we believe are not reflective of ongoing performance of our business, such as legal expenses and settlement costs related to litigation outside the ordinary course of business.
Management believes Adjusted EBITDA provides useful information to us and our investors regarding our financial condition and results of operations because it allows us and them to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure and helps identify underlying trends in our operations that could otherwise be distorted by the effect of impairments, acquisitions and dispositions, and costs that are not reflective of the ongoing performance of our business. We exclude the items listed above from net income (loss) in arriving at this measure because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, and the method by which the assets were acquired.
Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) or as an indicator of our operating performance. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computation of Adjusted
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EBITDA may not be comparable to other similarly titled measures of other companies.
The following table presents a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to the GAAP financial measure of net income (loss) for the three and nine months ended September 30, 2025 and 2024: 
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Net loss$(14,647)$(10,143)$(32,099)$(32,239)
Interest expense13,714 12,879 41,319 38,453 
Interest income(114)(196)(572)(660)
Provision (benefit) for income taxes53 73 (286)366 
Depreciation5,759 6,226 17,392 19,562 
Amortization of intangibles2,795 2,796 8,387 8,388 
EBITDA$7,560 $11,635 $34,141 $33,870 
Loss on revaluation of contingent liability (1)
96 383 169 191 
Restructuring charges33 177 339 519 
Stock-based compensation expense467 837 1,756 2,225 
Cash award expense1,423 770 3,468 1,765 
Loss on sale of property and equipment61 484 427 485 
Adjusted EBITDA$9,640 $14,286 $40,300 $39,055 
(1)Amounts relate to the revaluation of a contingent liability associated with a 2018 acquisition. The impact is included in our Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). For additional information on contingent liabilities, see Note 10 – Commitments and Contingencies included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Adjusted Return on Invested Capital
Adjusted ROIC is a non-GAAP financial measure. We define Adjusted ROIC as adjusted after-tax net operating profit (loss), divided by average total capital. We define adjusted after-tax net operating profit (loss), which is a non-GAAP financial measure, as net income (loss) plus (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) interest expense (income), (iv) restructuring charges, (v) loss (gain) on the sale of subsidiaries, (vi) loss (gain) on extinguishment of debt, and (vii) the provision (benefit) for deferred income taxes. We define total capital as book value of equity (deficit) plus the book value of debt less balance sheet cash and cash equivalents. We compute and use the average of the current and prior period-end total capital in determining Adjusted ROIC.
Management believes Adjusted ROIC provides useful information to us and our investors regarding our financial condition and results of operations because it quantifies how well we generate operating income relative to the capital we have invested in our business and illustrates the profitability of a business or project taking into account the capital invested. Management uses Adjusted ROIC to assist them in capital resource allocation decisions and in evaluating business performance. Although Adjusted ROIC is commonly used as a measure of capital efficiency, definitions of Adjusted ROIC differ, and our computation of Adjusted ROIC may not be comparable to other similarly titled measures of other companies.
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The following table provides our calculation of Adjusted ROIC for the three and nine months ended September 30, 2025 and 2024. The following table also presents ROIC (defined as net income (loss), divided by average total capital) and a reconciliation of the non-GAAP financial measure of adjusted after-tax net operating profit (loss) to the most directly comparable GAAP measure of net income (loss), in each case for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Net loss$(14,647)$(10,143)$(32,099)$(32,239)
Add back:
Interest expense13,714 12,879 41,319 38,453 
Interest income(114)(196)(572)(660)
Restructuring charges33 177 339 519 
Adjusted after-tax net operating income (loss)$(1,014)$2,717 $8,987 $6,073 
Total capital as of prior period-end:
Total stockholders’ deficit$(81,737)$(49,715)$(66,064)$(35,630)
Total debt350,275 352,730 350,580 359,859 
Less cash and cash equivalents(14,216)(26,027)(27,880)(30,840)
Total capital as of prior period-end$254,322 $276,988 $256,636 $293,389 
Total capital as of period-end:
Total stockholders’ deficit$(95,866)$(57,561)$(95,866)$(57,561)
Total debt363,258 350,000 363,258 350,000 
Less cash and cash equivalents(14,389)(15,652)(14,389)(15,652)
Total capital as of period-end$253,003 $276,787 $253,003 $276,787 
Average total capital$253,663 $276,888 $254,820 $285,088 
ROIC(23.1)%(14.7)%(16.8)%(15.1)%
Adjusted ROIC(1.6)%3.9%4.7%2.8%
Adjusted Gross Profit (Loss)
GAAP defines gross profit (loss) as revenues less cost of revenues and includes depreciation and amortization in costs of revenues. We define adjusted gross profit (loss) as revenues less direct and indirect costs of revenues (excluding depreciation and amortization). This measure differs from the GAAP definition of gross profit (loss) because we do not include the impact of depreciation and amortization, which represent non-cash expenses.
Management believes adjusted gross profit (loss) provides useful information to us and our investors regarding our financial condition and results of operation and helps management evaluate our operating performance by eliminating the impact of depreciation and amortization, which we do not consider indicative of our core operating performance. Adjusted gross profit (loss) should not be considered as an alternative to gross profit (loss), operating income (loss), or any other measure of financial performance calculated and presented in accordance with GAAP. Adjusted gross profit (loss) may not be comparable to similarly titled measures of other companies because other companies may not calculate adjusted gross profit (loss) or similarly titled measures in the same manner as we do.
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The following table presents a reconciliation of adjusted gross profit (loss) to GAAP gross profit (loss) for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands)
Calculation of gross profit:
Revenues$132,028 $138,157 $429,745 $412,678 
Cost of revenues (exclusive of depreciation and amortization shown separately below)111,728 113,451 355,637 341,505 
Depreciation (related to cost of revenues)5,647 5,791 17,053 18,193 
Amortization of intangibles2,795 2,796 8,387 8,388 
Gross profit$11,858 $16,119 $48,668 $44,592 
Adjusted gross profit reconciliation:
Gross profit$11,858 $16,119 $48,668 $44,592 
Depreciation (related to cost of revenues)5,647 5,791 17,053 18,193 
Amortization of intangibles2,795 2,796 8,387 8,388 
Adjusted gross profit$20,300 $24,706 $74,108 $71,173 
Liquidity and Capital Resources
Sources and Uses of Liquidity
Historically, we have met our liquidity needs principally from cash on hand, cash flows from operations and, if needed, external borrowings and issuances of debt and equity securities. We continually monitor potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements. Our future success and growth will be highly dependent on our ability to continue to access outside sources of capital, which we cannot guarantee. Our principal uses of cash are to fund capital expenditures, service our outstanding debt, and fund our working capital requirements. Due to our high level of variable costs and the asset-light make-up of our business, we have historically been able to quickly implement cost-cutting measures. For example, in 2024, we implemented certain cost reduction and supply chain initiatives. These ongoing initiatives have helped reduce some of our largest material costs, and starting at the end of the second quarter of 2024, we began to see positive impacts, that have continued into 2025, on our earnings as a result of such efforts.
For 2025, our planned capital expenditure budget, excluding possible acquisitions, is expected to be between $15 million and $25 million. The nature of our capital expenditures is comprised of a base level of investment required to support our current operations and amounts related to growth and company initiatives. Capital expenditures for growth and company initiatives are discretionary. We continually evaluate our capital expenditures, and the amount we ultimately spend will depend on a number of factors, including expected industry activity levels and company initiatives. Although we do not budget for acquisitions, pursuing growth through acquisitions may continue to be a part of our business strategy. Our ability to make significant additional acquisitions for cash will require us to obtain additional equity or debt financing, which we may not be able to obtain on terms acceptable to us or at all.
At September 30, 2025, we had $14.4 million of cash and cash equivalents and $25.9 million of availability under the 2025 ABL Credit Facility, which resulted in a total liquidity position of $40.3 million. As a result of the current commodity price environment and its impact on our inventory’s appraised value, we currently expect our borrowing base under the 2025 ABL Credit Facility will be reduced by approximately $2.2 million as of October 31, 2025 and will be further reduced by approximately $2.2 million on each of November 30, 2025, December 31, 2025, and January 31, 2026, which would reduce our availability thereunder and our total liquidity position by such amounts. Future increases or decreases in our inventory’s appraised value would increase or decrease, respectively, our borrowing base. Our next inventory appraisal is currently expected to be conducted by mid-December 2025 and could increase or decrease our borrowing base as of December 31, 2025. The availability under the 2025 ABL Credit Facility could also be reduced in the future if the agent thereunder (the “Agent”) establishes reserves against the borrowing base or the Maximum Revolving Facility Amount (as defined below); the Agent may from time to time establish and revise such reserves in such amounts as the Agent, using reasonable business judgment exercised in good faith, deems appropriate, subject to the terms of the 2025 ABL Credit Agreement (as defined below). Also, as in the past, we expect our total liquidity position to be materially impacted by the semi-annual interest payments ($19.5 million each, based on amounts outstanding as of September 30, 2025) to the holders of the 2028 Notes (as defined below). Our
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liquidity position will also be impacted by our operating performance (which is subject to general economic conditions and other factors, many of which are beyond our control, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q) and may also be adversely impacted by our vendors’ or customers’ actions (e.g., if our vendors were to require earlier payment from us or if our customers were to delay payment to us). Based on our current forecasts, we believe that our cash on hand, together with cash flows from operations and borrowings under the 2025 ABL Credit Facility, should be sufficient to meet our cash requirements, including for normal operating needs, debt service obligations, and planned capital expenditures and commitments, for at least the next twelve months from the issuance date of our condensed consolidated financial statements. However, we can make no assurance regarding our ability to achieve our forecasts, which are materially dependent on our improved financial performance and the ever-changing market.
At September 30, 2025, we had $63.3 million of outstanding borrowings under the 2025 ABL Credit Facility. We also had $300.0 million aggregate principal amount of 2028 Notes outstanding as of September 30, 2025. Our ability to satisfy these obligations and our long-term liquidity requirements generally depends on our future operating performance. Our business is cyclical and depends, to a significant extent, on the level of unconventional resource development activity and corresponding capital spending of oil and natural gas companies; the level of such activity is volatile and strongly influenced by current and expected oil and natural gas prices, general economic conditions, and other factors beyond our control.
In order to satisfy our debt obligations or meet our long-term liquidity requirements, we may seek to refinance or restructure our indebtedness, seek additional sources of capital, sell assets, or undertake a combination thereof. Any such transactions may involve the issuance of additional equity or convertible debt securities that could result in material dilution to our stockholders, and these securities could have rights superior to holders of our common stock and could contain covenants that will restrict our operations. Our ability to successfully execute any such plans is dependent on our operating performance, which, as noted above, is subject to general economic conditions and other factors, many of which are beyond our control. There can be no assurance that we will succeed in executing these plans. If unsuccessful, we may not have sufficient liquidity and capital resources to repay our indebtedness when it matures or otherwise meet our long-term cash requirements.
ATM Program
On November 6, 2023, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Piper Sandler & Co. (the “ATM Agent”), pursuant to which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $30.0 million through the ATM Agent acting as our sales agent (our “ATM program”). The ATM Agent receives a commission equal to 3.0% of the gross sale price of any shares sold under the Equity Distribution Agreement.
Under the Equity Distribution Agreement, we set the parameters for the sale of the shares thereunder, including the number of shares to be sold, the time period during which sales are requested to be made and any price below which sales may not be made. During the three and nine months ended September 30, 2025, no shares were sold under the Equity Distribution Agreement. During the three months ended September 30, 2024, 1,181,090 shares were sold under the Equity Distribution Agreement, which generated net proceeds to us of $1.4 million after deducting commissions of $0.1 million. During the nine months ended September 30, 2024, 5,380,164 shares were sold under the Equity Distribution Agreement, which generated net proceeds to us of $8.2 million after deducting commissions of $0.3 million.
Units Offering and 2028 Notes
On January 30, 2023, we completed our public offering of 300,000 units with an aggregate stated amount of $300.0 million (the “Units”). Each Unit consisted of $1,000 principal amount of our 13.000% Senior Secured Notes due 2028 (collectively, the “2028 Notes”) and five shares of our common stock. Each Unit separated into its constituent securities (the 2028 Notes and the shares of our common stock) automatically on October 27, 2023.
On January 30, 2023, we and certain of our subsidiaries entered into an indenture, dated as of January 30, 2023 (the “2028 Notes Indenture”), with U.S. Bank Trust Company, National Association, as the trustee and as notes collateral agent, pursuant to which the 2028 Notes were issued. The 2028 Notes will mature on February 1, 2028 and bear interest at an annual rate of 13.000% payable in cash semi-annually in arrears on each of February 1 and August 1, commencing August 1, 2023.
On each May 15 and November 14, commencing November 14, 2023 (each, an “Excess Cash Flow Offer Date”), we are required to make an offer (an “Excess Cash Flow Offer”) to all holders of the 2028 Notes and, if required by the terms of any Pari Passu Notes Lien Indebtedness (as defined in the 2028 Notes Indenture), to any holders of any Pari Passu Notes Lien Indebtedness to purchase, prepay or redeem, together on a pro-rata basis, the maximum principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (plus all accrued interest (including additional interest, if any) on the 2028 Notes
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and any such Pari Passu Notes Lien Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed using an amount of cash equal to the Excess Cash Flow Amount (as defined in the 2028 Notes Indenture and which is 75.0% of Excess Cash Flow (as defined in the 2028 Notes Indenture), as determined immediately prior to the Excess Cash Flow Offer Date), if any, subject to certain exceptions set forth in the 2028 Notes Indenture. The offer price in any such offer will be equal to 100% of the principal amount of the 2028 Notes and any such Pari Passu Notes Lien Indebtedness (or, in respect of any such Pari Passu Notes Lien Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Notes Lien Indebtedness), plus accrued and unpaid interest and additional interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of holders of the 2028 Notes or any such Pari Passu Notes Lien Indebtedness on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase, prepayment or redemption, and will be payable in cash. For the Excess Cash Flow Offer Date of November 14, 2025, the Excess Cash Flow Amount will be $0, and as such, no Excess Cash Flow Offer will be made.
The 2028 Notes Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit our ability and the ability of our restricted subsidiaries to engage in certain activities. We were in compliance with the covenants contained in the 2028 Notes Indenture at September 30, 2025.
For additional information on the Units and the 2028 Notes, see Note 8 – Debt Obligations included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
ABL Credit Facilities
On October 25, 2018, we entered into a credit agreement (the “2018 ABL Credit Agreement”) that permitted aggregate borrowings of up to $200.0 million, subject to a borrowing base, including a Canadian tranche with a sub-limit of up to $25.0 million and a sub-limit of $50.0 million for letters of credit (the “2018 ABL Credit Facility”). On January 17, 2023, we entered into the First Amendment to Credit Agreement (the “First ABL Facility Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, which became effective on January 30, 2023. Pursuant to the First ABL Facility Amendment, the maturity date of the 2018 ABL Credit Facility was extended from October 25, 2023 to January 29, 2027. In addition, the First ABL Facility Amendment, among other changes, revised the terms of the 2018 ABL Credit Facility as follows: (a) decreased the size of the 2018 ABL Credit Facility from $200.0 million to $150.0 million, subject to the borrowing base, (b) changed the interest rate benchmark from London Interbank Offered Rate to Term Secured Overnight Financing Rate with a 10 basis point spread adjustment and increased pricing from the existing range of 1.75% to 2.25% to a range of 2.00% to 2.50%, in each case depending on our leverage ratio, (c) decreased the Canadian tranche sub-limit from $25.0 million to $5.0 million, and (d) decreased the letter of credit sub-limit from $50.0 million to $10.0 million. Certain other changes to the terms of the 2018 ABL Credit Facility as a result of the First ABL Facility Amendment are summarized in Note 8 – Debt Obligations included in Item 1 of Part I of this Quarterly Report on Form 10-Q. On June 7, 2024, we entered into the Second Amendment to Credit Agreement (together with the First ABL Facility Amendment, the “2018 ABL Facility Amendments”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto, to change the interest rate benchmark for borrowings denominated in Canadian dollars from Canadian Dollar Offered Rate (CDOR) to a rate based on the Canadian Overnight Repo Rate Average (CORRA), effective as of June 14, 2024.
The 2018 ABL Credit Agreement, as amended by the 2018 ABL Facility Amendments, contained various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions) and transactions with affiliates.
On May 1, 2025, we entered into a Loan and Security Agreement (the “2025 ABL Credit Agreement”) with White Oak Commercial Finance, LLC, as the Agent, and the lenders from time to time party thereto. The 2025 ABL Credit Agreement provides for an asset-based revolving credit facility (the “2025 ABL Credit Facility”) with lender commitments of $125.0 million (the “Maximum Revolving Facility Amount”) and a sub-limit of $5.0 million for letters of credit, which will mature on the earlier of (i) May 1, 2028 and (ii) the date that is 91 days prior to the maturity date of the 2028 Notes. The outstanding balance of the borrowings under the 2025 ABL Credit Facility may not exceed in the aggregate at any time the lesser of (a) the Maximum Revolving Facility Amount reduced by certain customary reserves and (b) the borrowing base, which is calculated on the basis of eligible accounts and inventory. The Maximum Revolving Facility Amount could increase from time to time pursuant to an uncommitted accordion by an aggregate amount for all such increases not to exceed $50.0 million. Borrowings under the 2025 ABL Credit Facility bear interest at a per annum rate equal to the term-specific Secured Overnight Financing Rate (SOFR) for an interest period of one month, subject to a 1.50% floor, plus an applicable margin of 4.00% to 4.50%, depending on our fixed charge coverage ratio.
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On May 1, 2025, we borrowed approximately $48.9 million under the 2025 ABL Credit Facility and used such proceeds to repay all borrowings outstanding under the 2018 ABL Credit Facility and pay fees and expenses associated with the entry into the 2025 ABL Credit Agreement. The 2025 ABL Credit Facility refinanced and replaced the 2018 ABL Credit Facility.
The 2025 ABL Credit Agreement contains customary representations and warranties, events of default, and various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments and investments (including acquisitions). In addition, the 2025 ABL Credit Agreement contains a financial covenant requiring a minimum fixed charge ratio of 1.10 to 1.00 that is tested quarterly when the availability under the 2025 ABL Credit Facility is less than $10.0 million. This financial covenant applies until the availability exceeds such threshold for 30 consecutive days. We were in compliance with all covenants contained in the 2025 ABL Credit Agreement as of September 30, 2025.
At September 30, 2025, we had $63.3 million of borrowings under the 2025 ABL Credit Facility, and our availability under the 2025 ABL Credit Facility was approximately $25.9 million.
For additional information on the 2018 ABL Credit Facility and the 2025 ABL Credit Facility, see Note 8 – Debt Obligations included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Cash Flows
Cash flows provided by (used in) operations by type of activity were as follows for the nine months ended September 30, 2025 and 2024: 
Nine Months Ended September 30,
20252024
(in thousands)
Operating activities$(5,133)$(1,793)
Investing activities(13,162)(11,176)
Financing activities6,559 (2,116)
Impact of foreign exchange rate on cash331 (103)
Net change in cash, cash equivalents, and restricted cash$(11,405)$(15,188)
Operating Activities
Net cash used in operating activities was $5.1 million in the first nine months of 2025 compared to $1.8 million in the first nine months of 2024. The $3.3 million increase was primarily attributed to a $6.5 million increase in cash used in working capital, in comparison to the first nine months of 2024, driven mainly by reduced collections of accounts receivable between periods. The increase was partially offset by a $3.2 million decrease in cash flow used in operations in comparison to the first nine months of 2024.
Investing Activities
Net cash used in investing activities was $13.2 million during the first nine months of 2025 compared to $11.2 million in the first nine months of 2024. The $2.0 million increase was primarily attributed to a $1.8 million increase in cash purchases of property and equipment in comparison to the first nine months of 2024 coupled with a $0.2 million decrease in cash proceeds from the sales of property and equipment between periods.
Financing Activities
Net cash provided by financing activities was $6.6 million during the first nine months of 2025 compared to $2.1 million used in the first nine months of 2024. The $8.7 million change was primarily attributed to a $62.9 million increase in proceeds received from revolving credit facilities in comparison to the first nine months of 2024, partially offset by a $41.0 million increase in payments on revolving credit facilities during the first nine months of 2025 in comparison to the first nine months of 2024, coupled with $8.2 million in proceeds received from the issuance of common stock under our ATM program in the first nine months of 2024, that did not reoccur in the first nine months of 2025, as well as $4.6 million in debt issuance costs associated with the 2025 ABL Credit Facility in the first nine months of 2025, that did not occur in the first nine months of 2024, and a $0.7 million increase in payments of short-term debt between periods.
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Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Our critical accounting estimates, which are estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations, are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting estimates as described therein.
Recent Accounting Pronouncements
See Note 3 – New Accounting Standards included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a summary of recently issued accounting pronouncements.
29

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarterly period ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).
30

PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we have various claims, lawsuits, and administrative proceedings that are pending or threatened with respect to personal injury, workers’ compensation, contractual matters, and other matters. Although no assurance can be given with respect to the outcome of these claims, lawsuits, or proceedings or the effect such outcomes may have, we believe any ultimate liability resulting from the outcome of such claims, lawsuits, or administrative proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our business, operating results, or financial condition.
ITEM 1A. RISK FACTORS
Except as set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
We are currently out of compliance with certain NYSE continued listing standards and are at risk of the NYSE delisting our common stock; such a delisting could negatively impact us as it would likely reduce the liquidity and market price of our common stock, which in turn would, among other things, negatively impact our ability to raise equity financing.
On October 21, 2024, we received written notification (the “Market Capitalization Notice”) from the NYSE that we no longer satisfy the continued listing standard set forth under Section 802.01B of the NYSE Listed Company Manual (the “NYSE Manual”) because our average global market capitalization was less than $50,000,000 over a consecutive 30 trading-day period that ended on October 18, 2024 and, at the same time, our last reported stockholders’ equity was less than $50,000,000. In accordance with applicable NYSE procedures, we developed and submitted a plan (the “Market Capitalization Plan”) to the NYSE demonstrating how we intend to regain compliance with such continued listing standard within 18 months of our receipt of the Market Capitalization Notice, which was reviewed and accepted by the Listings Operations Committee of the NYSE. We are subject to quarterly review for compliance with the Market Capitalization Plan, and if we fail to meet material aspects of the Market Capitalization Plan or any quarterly milestones contained in the Market Capitalization Plan, the NYSE may commence suspension and delisting procedures prior to the end of the cure period.
On April 30, 2025, we received written notification from the NYSE that we no longer satisfy the continued listing standard set forth in Section 802.01C of the NYSE Manual (the “Price Criteria”) because, as of April 29, 2025, the average closing share price of our common stock was less than $1.00 over a consecutive 30 trading-day period. Under the NYSE’s rules, a listed company is generally afforded a six-month period following the receipt of such a notice from the NYSE to regain compliance. However, the NYSE’s rules provide for an exception to the six-month cure period if a company determines that, if necessary, it will cure the price condition by taking an action that will require approval of its stockholders; in such a case, the company must obtain the approval of its stockholders by no later than its next annual meeting and implement the action promptly thereafter, and the price condition will be deemed cured if the share price promptly exceeds $1.00 per share and the price remains above the level for at least the following 30 trading days. We intend to submit a proposal to approve a reverse split of our common stock at our 2026 Annual Meeting of Stockholders in order to cure the minimum share price deficiency; however, we can give no assurance that our stockholders will approve the proposal by the required vote or that we will be successful in regaining compliance with the Price Criteria after implementing a reverse stock split.
If we do not regain compliance with the continued listing standards set forth under Section 802.01B and Section 802.01C of the NYSE Manual within the applicable cure periods, or we do not make progress consistent with the Market Capitalization Plan, the NYSE may initiate proceedings to delist our common stock. The NYSE may also commence accelerated delisting actions if our common stock trades at an “abnormally low” price or if our average market capitalization falls below $15 million over a 30 trading-day period.
A delisting of our common stock from the NYSE could negatively impact us as it would likely reduce the liquidity and market price of our common stock and thus (i) reduce the number of investors willing to hold or acquire our common stock, which would negatively impact our ability to access equity markets and obtain financing, and (ii) impair our ability to provide equity incentives to our employees.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
32

ITEM 6. EXHIBITS
The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.
Exhibit
Number		Description
3.1
  
3.2
10.1*
31.1*
  
31.2*
  
32.1**
  
32.2**
101*Interactive Data Files (Formatted as inline XBRL).
104*Cover Page Interactive Data File (Formatted as inline XBRL and contained in Exhibit 101).
*    Filed herewith.
**    Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
33

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
   Nine Energy Service, Inc.
      
Date:October 30, 2025 By: /s/ Ann G. Fox
     Ann G. Fox
     President, Chief Executive Officer and Director
     (Principal Executive Officer)
      
Date:October 30, 2025 By: /s/ Guy Sirkes
     Guy Sirkes
     Executive Vice President and Chief Financial Officer
     (Principal Financial Officer)

34

Exhibit 10.1

FORM OF
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”), dated as of [__________], 2025, is entered into by and between Nine Energy Service, Inc., a Delaware corporation (the “Company”), and [_______] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
WHEREAS, directors and officers in service to corporations are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against a corporation itself;
WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of a corporation;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, (i) the Third Amended and Restated Certificate of Incorporation of the Company (as may be amended, the “Charter”) requires indemnification of the directors and officers of the Company, (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) and (iii) the Charter and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and the DGCL done solely out of the Company’s desire to provide additional indemnification protections and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Charter and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as a director or officer of the Company without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.



NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1. Definitions.
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person that directly or indirectly controls or is controlled by, or is under common control with, such specified Person.
“Corporate Status” describes the status of a person who is or was a director, officer, employee, trustee, agent or fiduciary of (i) the Company or (ii) any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Enterprise” shall mean the Company, each of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12 (d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. “Expenses” shall not include “Liabilities.”
“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.


“Independent Counsel” shall mean a law firm of 50 or more attorneys, or a member of a law firm of 50 or more attorneys, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, claim, suit, arbitration, bankruptcy, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any actual or alleged action taken by Indemnitee or of any action on Indemnitee’s part while acting as director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement can be provided under this Agreement.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company that imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the best interests of the participants and


beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 2. Indemnity in Third-Party Proceedings. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 3 below), or any claim, issue or matter therein.
Section 3. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Chancery Court of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.
Section 4. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Section 2 or 3 hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6. Additional Indemnification. Notwithstanding any limitation in Section 2, 3 or 4 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to, or threatened to be made a party to, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all


Liabilities and Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including, but not limited to:
(a)the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors and officers.
Section 7. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee:
(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy obtained by the Company except with respect to any excess beyond the amount paid under such insurance policy;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;
(c) except as provided in Section 12(d) of this Agreement and except with respect to any Proceeding initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement or to enforce any other rights of Indemnitee to indemnification, advancement or contribution from the Company under any other contract, the Charter, the Bylaws or under any applicable statue or other law, including any rights under the DGCL, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or
(d) if a final decision by a court having jurisdiction in the matter that is not subject to appeal shall determine that such indemnification is not lawful.
Except in situations where future amendments to the DGCL restrict the scope of permissive indemnification, no party shall argue that indemnification is unavailable because this Agreement or any provision of it is invalid.
Section 8. Advancement of Expenses. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by applicable law, the Expenses and Liabilities reasonably incurred by Indemnitee in connection with any Proceeding,


and such advancement shall be made within 10 days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Company. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 7 hereof.
Section 9. Procedure for Notification and Defense of Claim.
(a) Indemnitee shall promptly notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement hereunder following the receipt by Indemnitee of written notice thereof (the date of such notification to the Company, the “Submission Date”). The written notification to the Company shall include a description of the nature of the Proceeding and the facts as known to Indemnitee underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith all such documentation and information as is reasonably available to Indemnitee. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability that it may have to Indemnitee hereunder or otherwise than under this Agreement except to the extent the Company is materially prejudiced as a result of such delay or failure, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel selected by Indemnitee and approved by the Company to defend Indemnitee in such Proceeding, at the sole expense of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), or (ii) have the Company assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so. If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and expenses of such legal counsel and otherwise of such


defense. Such legal counsel may represent both Indemnitee and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of legal counsel to Indemnitee, there is a conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate counsel at its own expense. The party having responsibility for defense of a Proceeding shall provide the other party and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company may not settle or compromise any Proceeding without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed.
Section 10. Procedure Upon Application for Indemnification.
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by the Company is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination in the event a payment advancement has not already been made. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall, to the fullest extent permitted by law, be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by the Company within ten days of the Submission Date (the cost of such Independent


Counsel to be paid by the Company), (ii) the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten days after such written notice of selection shall have been given, deliver to the Company Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected (i) does not meet the requirements of “Independent Counsel” as defined in this Agreement or (ii) does not have adequate experience or competence to fulfill his or her duties as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (A) 30 days after the Submission Date and (B) ten days after the final disposition of the Proceeding, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel.
Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11. Presumptions and Effect of Certain Proceedings.
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to the Company’s selection of Independent Counsel


and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional 60 days, if the determination of entitlement to indemnification is to be made by the stockholders of the Company.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.
(e) The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Section 12. Remedies of Indemnitee.
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Sections 10 and 11 of this Agreement, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the third to the last sentence of Section 10(a) of this Agreement within ten days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 2, 3 or 6 of this Agreement is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial


Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the burden of proving by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a prohibition of such indemnification under applicable law.
(d) The Company shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by applicable law, such Expenses to Indemnitee, that are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or the Charter, or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall advance Expenses with respect to such Proceeding.
Section 13. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.
(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Fourth Amended and Restated Bylaws of the Company (as may be amended, the “Bylaws”), any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of


any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Liability, Expense or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Liability, Expense or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Liabilities or Expenses to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Liabilities or Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss that is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid that would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as a director or officer of any Person is specifically in excess over any Indemnity Obligation of the Company or valid and any collectible insurance (including, but not limited to, any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement.


(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, trustees, agents or fiduciaries of any Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, trustee, agent or fiduciary under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as the Company’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee; provided, however, that the Company shall not be subrogated to the rights of recovery of Indemnitee with respect to any Person with whom or which Indemnitee may be associated.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14. Duration of Agreement; Not Employment Contract. This Agreement shall continue until and terminate upon the latest of: (a) ten years after the date that Indemnitee shall have ceased to serve as a director, officer, employee, trustee, agent or fiduciary of any Enterprise and (b) one year after the date of final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor, and any direct or indirect parent of any successor, whether direct or indirect by purchase, merger, consolidation or otherwise, to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted


by the Board or, with respect to service as a director of the Company, by the Charter, the Bylaws or the DGCL.
Section 15. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16. Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.
Section 18. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier, mailed by registered or certified mail or be sent by facsimile (if a facsimile number is specified below) or electronic mail to such party at the address set forth below (or such other address as shall be specified by like notice). Notices will be deemed to have been duly given hereunder (a) if personally delivered, when received, (b) if sent by nationally recognized overnight courier, one business day after deposit with the nationally recognized overnight courier, and (c) if sent by facsimile (if a facsimile number is specified below) or electronic mail, on the date sent so long as such communication is transmitted before 5:00 p.m. in the time zone of the receiving party on a business day, otherwise, on the next business day.


(i) If to Indemnitee, at the address indicated on the signature page of this Agreement.
(ii) If to the Company, to
Nine Energy Service, Inc.
2001 Kirby Dr. #200
Houston, Texas 77019
Attention: EVP, General Counsel
E-mail: ted.moore@nineenergyservice.com

Section 19. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such claim in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and transaction(s) giving cause to such claim and (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) consent to service of process at the address set forth in Section 18 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Section 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


[Signature page follows.]




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NINE ENERGY SERVICE, INC.
By:
Name:
Title:
INDEMNITEE
By:
Name:

Address:
  
E-mail:

Signature Page to Indemnification Agreement

EXHIBIT 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 
I, Ann Fox, certify that:
 
1.             I have reviewed this quarterly report on Form 10-Q (this “report”) of Nine Energy Service, Inc. (the “registrant”);
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)        Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


(c)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)        Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 

Date:October 30, 2025/s/ Ann G. Fox
  Ann G. Fox
  President, Chief Executive Officer and Director
  (Principal Executive Officer)

EXHIBIT 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
I, Guy Sirkes, certify that:
 
1.             I have reviewed this quarterly report on Form 10-Q (this “report”) of Nine Energy Service, Inc. (the “registrant”);
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)        Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
(c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)        Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date:October 30, 2025/s/ Guy Sirkes
  Guy Sirkes
  Executive Vice President and Chief Financial Officer
  (Principal Financial Officer)

EXHIBIT 32.1
 
CERTIFICATION OF 
CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE 
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
 
In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of Nine Energy Service, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ann G. Fox, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 /s/ Ann G. Fox
 Ann G. Fox
 President, Chief Executive Officer and Director
 (Principal Executive Officer)
 Date:October 30, 2025

                                                EXHIBIT 32.2
CERTIFICATION OF 
CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE 
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
 
In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of Nine Energy Service, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guy Sirkes, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 /s/ Guy Sirkes
 Guy Sirkes
 Executive Vice President and Chief Financial Officer
 (Principal Financial Officer)
 Date:October 30, 2025