On November 24, 2025, we completed the acquisition of Grassform Plant Hire Limited (“Grassform”), a U.K. market leader in ground protection and temporary roadway solutions and services.

The estimated purchase price for this acquisition was $50.2 million, or $46.0 million net of cash acquired, with $42.4 million funded at closing with cash on hand and borrowings under the Credit Facility. The acquisition is subject to customary post-closing adjustments pursuant to completion accounts and certain other adjustment mechanisms. Additional potential consideration may also be payable based upon improvements in Grassform’s trailing twelve-month performance through its current financial year-end, February 28, 2026.

The Grassform acquisition has been recorded using the acquisition method of accounting and accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The acquisition resulted in the recognition of $12.8 million in other intangible assets, consisting of customer relationships and tradename. The customer relationships and tradename are finite-lived intangible assets that are expected to be amortized over periods of 15 years and 10 years, respectively. The excess of the total consideration was recorded as goodwill, which is not deductible for U.S. tax purposes. The fair values of the identifiable assets acquired and liabilities assumed were based on our estimates and assumptions using various market, income, and cost valuation approaches, which are classified within level 3 of the fair value hierarchy.


(In thousands)
Receivables	$	3,962
Property, plant and equipment	15,409
Intangible assets	12,770
Other assets	1,408
Total assets acquired	33,549

Current debt	1,591
Other current liabilities	4,669
Long-term debt, less current portion	1,309
Deferred tax liabilities	7,200
Other noncurrent liabilities	968
Total liabilities assumed	15,737

Net assets purchased	17,812
Goodwill	28,179
Total purchase consideration	45,991

Net cash conveyed at closing	42,352
Estimated due to seller	3,639
Total estimated purchase consideration	$	45,991

Results of operations and pro-forma combined results of operations for the acquired business have not been presented as the effect of this acquisition is not material to our consolidated financial statements. Selling, general and administrative expenses includes $1.0 million in acquisition-related transaction costs attributable to the Grassform acquisition.

As discussed above in Note 1, in September 2024, we completed the Sale Transaction. In connection with the Sale Transaction in the third quarter of 2024, we received $48.5 million in cash proceeds, net of cash disposed, and recognized a pre-tax loss on sale of $195.7 million, which includes a $59.5 million non-cash charge for the reclassification of cumulative foreign currency translation losses related to the Fluids Systems business. In 2025, we received additional net proceeds of $16.6 million related to the Sale Transaction as discussed further below. In the fourth quarter of 2025, we recognized a $2.2 million pre-tax gain on sale related to the resolution of certain estimated deferred consideration and liabilities for the Sale Transaction.

As of December 31, 2025 and December 31, 2024, approximately $3.7 million and $18.0 million, respectively, of net assets were included in the consolidated balance sheets, reflecting receivables and deferred consideration due from the Purchaser net of estimated liabilities due to the Purchaser.


(In thousands)	December 31, 2025		December 31, 2024
Receivables due from the Purchaser	$	—	$	15,978
Estimated deferred consideration due from the Purchaser	1,287		3,550
Note receivable due from the Purchaser	5,000		5,000
Estimated liabilities due to the Purchaser	(2,637)		(6,488)
Net assets due from the Purchaser	$	3,650	$	18,040

Receivables due from the Purchaser at December 31, 2024 primarily reflected additional consideration for the actual working capital delivered at closing, which was fully received in 2025. Estimated deferred consideration due from the

Purchaser reflects certain pre-closing tax assets and other receivables, of which $1.8 million was received in the fourth quarter of 2025 with $1.3 million expected to be substantially realized in 2026. The note receivable due from the Purchaser matures in March 2030 and bears interest at a rate of 12.5% per year. The receivables and deferred consideration due from the Purchaser are included in other receivables and the note receivable due from the Purchaser is included in other noncurrent assets in the consolidated balance sheet.

Estimated liabilities due to the Purchaser includes certain payables for pre-closing tax liabilities and obligations attributable to the Fluids Systems business, as well as an estimated liability for contractual indemnifications related to various pre-closing contingencies of the Fluids Systems business. We paid $1.2 million of these estimated liabilities and revised certain of our estimates for the remaining obligations in 2025. These estimated liabilities due to the Purchaser are included in accrued liabilities and other noncurrent liabilities in the consolidated balance sheet.

Our estimates for the fair value of deferred consideration due from the Purchaser and liabilities due to the Purchaser may change and any income or expense associated with such changes will be presented in discontinued operations.

The criteria for discontinued operations presentation were met during the third quarter of 2024, and consequently, the results of the former Fluids Systems segment are reported as income (loss) from discontinued operations within the consolidated statements of operations for all periods presented. We elected not to adjust the consolidated statements of cash flows to separately present cash flows attributable to discontinued operations. Accordingly, we have disclosed the depreciation, capital expenditures and significant operating and investing non-cash items related to discontinued operations below.


	Year Ended December 31,
(In thousands)	2025		2024		2023
Revenues	$	—	$	335,302	$	541,952
Cost of revenues	—		290,482		475,967
Selling, general and administrative expenses	1,319		38,399		50,053
Other operating (income) loss, net	—		(1,447)		(1,114)
Impairments and other charges	—		—		6,356
Operating income (loss) from discontinued operations	(1,319)		7,868		10,690

Foreign currency exchange (gain) loss	121		825		1,156
Interest (income) expense, net	(28)		2,683		4,074
Income (loss) from discontinued operations before income taxes	(1,412)		4,360		5,460

Gain (loss) on sale of discontinued operations before income taxes	2,176		(195,729)		—
Provision (benefit) for income taxes from discontinued operations	(2,230)		(5,508)		5,093
Income (loss) from discontinued operations	$	2,994	$	(185,861)	$	367


	Year Ended December 31,
(In thousands)	2025		2024		2023
Fluids Systems sale process transaction expenses	$	—	$	8,348	$	619
Impairments and other charges	—		—		6,356
Gain on insurance recovery	—		(807)		—
Facility exit costs and other, net	—		741		4,594
Severance costs	—		655		1,172
Total Fluids Systems	$	—	$	8,937	$	12,741


	Year Ended December 31,
(In thousands)	2025		2024		2023
Operating activities of discontinued operations:
Impairments and other non-cash charges	$	—	$	—	$	6,356
Depreciation and amortization	—		4,874		7,776

Investing activities of discontinued operations:
Capital expenditures	—		2,448		2,278