Form 4: OIS Director Robert Potter Receives Stock Award

Oil States International Director Robert L. Potter was awarded 1,846 shares of common stock as part of his compensation, increasing his beneficial ownership.

Summary

• Robert L. Potter, a Director of Oil States International, Inc. (OIS), acquired 1,846 shares of common stock.
• The transaction occurred on December 31, 2025, at a price of $6.77 per share.
• This acquisition was a quarterly stock award under the company's Second Amended and Restated Equity Participation Plan.
• The shares were awarded as compensation for his role as non-executive chairman of the Board of Directors and vested upon award.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, Mr. Potter beneficially owns 207,244 shares of OIS common stock.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event where a director increases their stake in the company through compensation, aligning interests. No negative information is present, and the transaction is pre-planned.

Positives

• Director Robert L. Potter increased his beneficial ownership in Oil States International by acquiring 1,846 shares, demonstrating continued alignment with shareholder interests.
• The stock award is part of a structured and pre-planned compensation program (Rule 10b5-1(c)), indicating a consistent and transparent approach to executive remuneration.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the details of the reported transaction.

Industry Context

This Form 4 filing reflects routine director compensation within the oil and gas equipment and services industry. Such stock awards are common practice to align director interests with company performance and shareholder value, often structured under Rule 10b5-1 plans.

Comparison to Industry Standards

• Stock-based compensation for non-executive directors, such as the quarterly award to Mr. Potter, is a standard practice across various industries, including the energy sector. It aligns director incentives with long-term company performance.
• The use of a Rule 10b5-1 plan for such awards is also a common corporate governance practice, providing a structured and compliant method for insiders to receive equity compensation.
• Specific comparable companies or projects are not detailed in this filing, but similar plans are common at peers like Schlumberger, Halliburton, and Baker Hughes, where directors often receive a portion of their compensation in equity.

Related Party Transactions

• Robert L. Potter, a Director of Oil States International, Inc., received a quarterly stock award of 1,846 shares as compensation for his role as non-executive chairman of the Board of Directors. This constitutes a transaction between a related party (director) and the company, executed under a Rule 10b5-1 plan.

Stakeholder Impact

• Shareholders: Increased director ownership can be viewed positively as it aligns management interests with shareholder value.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• The filing does not specify any immediate future actions or milestones beyond the reported transaction.

Key Dates

Recommendation

This Form 4 filing details a routine stock award to a director as part of their pre-planned compensation. While it shows continued alignment of director interests with the company, it is not a significant event that would fundamentally alter the investment thesis for Oil States International. It's an expected part of corporate governance and compensation, thus not warranting a change in an existing 'hold' position based solely on this filing.

Keywords

Oil States International, OIS, Robert L. Potter, Director Compensation, Stock Award, Form 4, Insider Ownership, Equity Participation Plan, Rule 10b5-1