UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM
___________________________
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required, effective October 7, 1996) |
For the fiscal year ended
Or
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Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) |
For the transition period from ___________ to ___________
Commission file number 1-12317
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A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
10353 Richmond Avenue
Houston, Texas 77042
REQUIRED INFORMATION
The
Item 4. In lieu of the requirements of Items 1, 2, and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and the Report of Independent Registered Public Accounting Firm thereon are being filed in this Report:
The Consent of Independent Registered Public Accounting Firms to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 (No. 333-46459) pertaining to the Plan are being filed as Exhibit 23.1 to this Report.
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
NOV Inc. 401(k) Plan
December 31, 2025 and 2024, and Year Ended December 31, 2025
With Report of Independent Registered Public Accounting Firm
NOV Inc. 401(k) Plan
Financial Statements and Supplemental Schedule
December 31, 2025 and 2024, and Year Ended December 31, 2025
Contents
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Financial Statements |
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Supplemental Schedule |
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Schedule H, Line 4(i) – Schedule of Assets (Held At End of Year) |
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Report of Independent Registered Public Accounting Firm
To the Benefits Plan Administrative Committee and Plan Participants
NOV Inc. 401(k) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the NOV Inc. 401(k) Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of Plan management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of Plan management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Weaver and Tidwell, L.L.P.
WEAVER AND TIDWELL, L.L.P.
We have served as the Plan’s auditor since 2021.
Houston, Texas
June 22, 2026
1
NOV Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
As of December 31, 2025 and 2024
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December 31, |
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2025 |
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2024 |
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Assets |
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Receivables: |
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Notes receivable from participants |
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$ |
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$ |
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Total receivables |
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Investments, at fair value |
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Fully benefit-responsive investment contracts at contract value |
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Total assets |
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Liabilities |
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Other |
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Total liabilities |
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Net assets available for benefits |
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$ |
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$ |
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See accompanying notes.
2
NOV Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2025
Additions: |
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Employer contributions |
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$ |
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Participant contributions |
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Participant rollovers |
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Investment income |
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Net appreciation in fair value of investments |
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Interest income on notes receivable from participants |
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Total additions |
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Deductions: |
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Benefits paid to participants |
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Deemed loan distributions |
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Corrective distributions |
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Administrative expenses |
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Total deductions |
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Net increase before transfers |
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Other changes in net assets: |
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Transfers from qualified plans |
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Total other changes in net assets |
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Net increase after transfers |
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Net assets available for benefits at: |
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Beginning of year |
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End of year |
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$ |
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See accompanying notes.
3
NOV Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025
1. Description of Plan
The following description of the
General
The Plan was established effective
Effective April 1, 2025, the Company completed the merger of the 401(k) retirement plans previously maintained by Keystone Tower Systems, Inc. and Extract Companies, LLC, both of which were acquired in 2024, into the Plan. These mergers were executed to streamline plan administration and unify retirement benefits across the organization. As of the merger dates, all participant account balances and associated plan assets were transferred into the Plan, totaling approximately $
Contributions
Participants may make both pretax and after-tax contributions to the Plan. Pretax salary deferral contributions may range from
The Company may also make a discretionary contribution to the Plan. There were
Vesting
Participants are immediately
Benefit Payments
The Plan pays lump-sum benefits upon retirement, disability, death, or termination of employment. In-service withdrawals, subject to certain rules and restrictions, may also be made from certain account balances.
Notes Receivable from Participants
The Plan includes a loan provision that permits participants to borrow a minimum of $
Participant loans are recorded in the financial statements as notes receivable from participants at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred.
4
NOV Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025
Administrative Expenses
Certain administrative expenses are paid from the Plan’s assets. All other Plan expenses are paid by the Company.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In any event, participants remain
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. Benefit payments to participants are recorded upon distribution.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements, accompanying notes, and supplemental schedule. Actual results could differ from those estimates.
Contributions
Contributions from Plan participants and the matching contributions from the Company are recorded in the year in which the employee contributions are withheld from compensation.
Investment Valuation and Income Recognition
Investments held by the Plan, except for fully benefit-responsive investment contracts, are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). See Note 3 for further discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the record date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Risks and Uncertainties
The Plan provides for investments in a variety of securities that are subject to risks, including interest rate risk, credit risk, and overall market volatility. Market values of these investments may decline for several reasons, including changes in market and interest rates, increased default rates, or credit rating downgrades. Given the level of risk associated with certain investment securities, it is reasonably possible that changes in their values could occur in the near term and may materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.
Plan Management’s Review of Subsequent Events
The Plan has evaluated subsequent events through June 22, 2026, the date the financial statements were available to be issued.
5
NOV Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025
3. Fair Value Measurements
The fair value framework establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety.
Following is a description of the valuation techniques and inputs used for each general type of assets measured at fair value by the Plan:
Self-directed brokerage accounts: Accounts primarily consist of cash, money market funds, mutual funds and common stocks that are valued on the basis of readily determinable market prices.
Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year-end.
Common collective trust funds: Valued at the NAV of shares held by the Plan at year-end. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth, by level within the fair value hierarchy, the Plan’s assets carried at fair value:
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Assets at Fair Value as of |
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Assets at Fair Value as of |
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Level 1 |
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Total |
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Level 1 |
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Total |
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Corporate stock |
$ |
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$ |
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$ |
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$ |
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Mutual funds |
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Self-directed brokerage accounts |
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Total assets in the fair value hierarchy |
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Investments measured at net asset value: |
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Common collective trust funds |
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Total investments, at fair value |
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$ |
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$ |
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6
NOV Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025
4. Fully Benefit-Responsive Investment Contracts
The Plan offers an investment option called the NOV Stable Value Fund, managed by Galliard Capital Management. This fund consists of fixed income security funds that are covered by synthetic guaranteed investment contracts (synthetic GICs), which are fully benefit-responsive. Under this structure, the Plan owns both the fixed income security funds and the wrapper contracts.
In a synthetic GIC structure, the Plan invests in fixed income security funds. To reduce the risk of losses on these investments, the Plan purchases a wrapper contract from an insurance company or bank, which enables Plan participants to transact at a specified contract value by protecting the principal amount invested over a specific period of time.
The Plan’s investments covered by the wrapper contracts earn interest at interest crediting rates that are typically reset on a monthly or quarterly basis. These rates use a formula that is based on the characteristics of the underlying fixed income portfolio.
5. Common Collective Trusts
The State Street U.S. Bond Index fund is a common collective trust fund which invests primarily in government Treasury securities, corporate bonds, mortgage-backed securities (MBS), asset-backed securities (ABS), and municipal bonds to simulate the universe of bonds in the market. There are currently no redemption restrictions on this investment.
The SEI Trust Company Short Term Investment Fund II is a common collective trust fund which invests primarily in short term fixed income securities, which is a direct filing entity with the U.S. Department of Labor. There are currently no redemption restrictions on this investment.
Fidelity Management & Research – FIAM International is a common collective trust fund that invests primarily in non-U.S. equities. There are currently no redemption restrictions on this investment.
Great Gray Collective Investment Trust (CIT) is a common collective trust fund which invests primarily in fixed income, equity-income and balanced funds. There are currently no redemption restrictions on this investment.
The Spartan Mid Cap Index Pool is a common collective trust fund, operated and maintained by Geode Capital Management, which invests in stocks of mid-capitalized United State companies. There are currently no redemption restrictions on this investment.
The Spartan Small Cap Index Pool is a common collective trust fund, operated and maintained by Geode Capital Management, which seeks to replicate the performance and overall characteristics, before fees and expenses, of the Russell 2000 Index in a risk-controlled and cost-effective way. There are currently no redemption restrictions on this investment.
7
NOV Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025
The Spartan Total International Index Pool is a common collective trust fund, operated and maintained by Geode Capital Management, which seeks to replicate the performance and overall characteristics, before fees and expenses, of the MSCI ACWI (All Country World Index) ex USA Investable Market Index in a risk-managed and cost-effective way. There are currently no redemption restrictions on this investment.
The JP Morgan Large Cap Growth Fund is a common collective trust fund which invests primarily in equity securities of large, well-established companies. There are currently no redemption restrictions on this investment.
6. Related Party Transactions and Parties-of-Interest Transactions
Certain investments of the Plan are provided through Principal, the trustee of the Plan; therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets are invested in the Company’s common stock. Because the Company is the plan sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules under ERISA.
7. Income Tax Status
Effective January 1, 2023, the Plan adopted a nonstandardized prototype defined contribution profit sharing plan with Internal Revenue Code Section 401(k) Cash or Deferred Arrangement (CODA) which
U.S. generally accepted accounting principles requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
8
Supplemental Schedule
NOV Inc. 401(k) Plan
Plan No.
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
December 31, 2025
Identity of Issue, Borrower, Lessor, or Similar Party |
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Description of Investment |
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Current Value |
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* |
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$ |
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* |
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$ |
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* Party-in-interest.
10
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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NOV Inc. 401(k) Plan |
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June 22, 2026 |
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/s/ Bonnie C. Houston |
Date |
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Bonnie C. Houston |
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Member of the NOV Inc. Benefits Plan Administrative Committee |
EXHIBIT INDEX
Exhibit Number |
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Description |
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23.1 |
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