NYSE: OIS OIL STATES INTERNATIONAL, INC 8-K

Oil States amends CEO severance to distinguish change-of-control from ordinary termination

Filed July 13, 2026 · Period ending July 9, 2026 · ~1 min read

Key Changes

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CEO Lloyd Hajdik's severance now pays 3.0x base salary plus target bonus if terminated without cause or resigns for good reason within 24 months of a change of control; 1.5x the same sum for termination outside that window.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Oil States International amended CEO Lloyd Hajdik's severance agreement to create two distinct tiers of termination benefits. The new structure provides enhanced protection during a change-of-control scenario: if Hajdik is terminated without cause or resigns for good reason within 24 months following a change of control, he receives a lump sum equal to 3.0 times his base salary plus target annual incentive. Outside that 24-month window, a termination without cause triggers a lower multiple of 1.5 times the same sum.

For retail holders, this amendment is a routine governance matter that clarifies executive protections in different termination scenarios. The change-of-control tier aligns Hajdik's interests with shareholders during a potential sale or merger, while the lower ordinary-course multiple reflects standard practice for non-transaction terminations. The amendment does not signal an imminent transaction or departure.