Oceaneering International Inc (OII)

Oceaneering Announces Increase in Revolving Credit Facility to $345 MillionJuly 6, 2026 5:05 PM
Business Wire Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today that it has entered into an amendment to its senior secured revolving credit facility (“Credit Facility”) to, among other things, increase the commitments from $215 million to $345 million and extend the maturity date from April 2027 to July 2031. The Credit Facility includes the ability to upsize by an additional $85 million and letter of credit availability of $150 million. Mike Sumruld, Oceaneering’s Senior Vice President and Chief Financial Officer, stated, "We are pleased to announce this amendment to our revolving credit facility, which provides additional financial flexibility to support our ongoing operations, strategic priorities, and growth initiatives. We appreciate the continued support of our bank group, which includes both long-standing relationship banks and new participating lenders." About Oceaneering Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. For more information, please visit www.oceaneering.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260706800195/en/ Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering Announces Increase in Revolving Credit Facility to $345 Million

Oceaneering Announces Expiration and Results of Cash Tender Offer for Any and All of Its Outstanding 6.000% Senior Notes Due 2028July 1, 2026 7:59 AM
Business Wire Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today the expiration and results of the previously announced cash tender offer (the “Offer”) to purchase any and all of its outstanding 6.000% Senior Notes due 2028 (the “Notes”). The Offer was announced on June 24, 2026 and was made pursuant to the Offer to Purchase dated June 24, 2026 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery (together, the “Tender Offer Documents”). According to information received from Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, as of 5:00 p.m., New York City time, on June 30, 2026 (the “Expiration Time”), valid tenders had been received at the expiration of the Offer in the amount and percentage set forth in the table below. Title of
Security CUSIP Numbers(2) Aggregate
Principal
Amount
Outstanding Purchase
Price per
$1,000
Aggregate
Principal
Amount of
Notes Principal Amount Tendered(3) Percentage
of Principal
Amount
Tendered(3) 6.000%
Senior
Notes due
2028(1)   675232 AB8 675232 AD4   $500,000,000 $1,018.46 $399,774,000 79.95%   _______________ (1) In addition to the consideration per $1,000 set forth above per principal amount of Notes validly tendered and accepted for purchase, holders whose Notes are accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on such Notes from the last applicable interest payment date to, but not including, July 6, 2026 (the “Settlement Date”). (2) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in the Offer to Purchase or printed on the Notes. They are provided solely for the convenience of holders of the Notes. (3) $2,888,000 principal amount of the Notes tendered remain subject to guaranteed delivery procedures described in the Tender Offer Documents. Subject to the completion of Oceaneering’s previously announced offering of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes”) in a private placement to eligible purchasers, which is expected to close on July 6, 2026, subject to customary closing conditions, Oceaneering expects to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and all Notes properly delivered pursuant to guaranteed delivery procedures and expects to make payment for all such Notes on July 6, 2026. Oceaneering intends to redeem all remaining outstanding Notes. In connection with the Offer, Oceaneering issued a conditional notice of full redemption to redeem any and all Notes that remain outstanding following the Offer on or around July 25, 2026 pursuant to the indenture governing the Notes. This press release does not constitute a notice of redemption or an offer to purchase the Notes not purchased in the Offer. J.P. Morgan Securities LLC acted as dealer manager (the “Dealer Manager”) for the Offer. Global Bondholder Services Corporation served as the Depositary and Information Agent for the Offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offer is being made only by, and pursuant to the terms of, the Offer to Purchase and the related Notice of Guaranteed Delivery. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction. In any jurisdiction where the laws require the Offer to be made on Oceaneering’s behalf by a licensed broker or dealer and the Dealer Manager or one of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer will be deemed to be made by the Dealer Manager or affiliate, as the case may be, on behalf of Oceaneering. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities or other financial instrument that constitute financing for the Offer. This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the expected timing for settlement of the Offer and the closing of Oceaneering’s offering of the 2034 Notes, the conditions to the Offer, and other matters relating to the Offer and the subsequent redemption of the Notes. The forward-looking statements included in this release are based on Oceaneering’s current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement. About Oceaneering Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. View source version on businesswire.com: https://www.businesswire.com/news/home/20260630986804/en/ Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering Announces Expiration and Results of Cash Tender Offer for Any and All of Its Outstanding 6.000% Senior Notes Due 2028

Oceaneering Announces Pricing Terms of Cash Tender Offer for Any and All of Its Outstanding 6.000% Senior Notes Due 2028June 30, 2026 5:01 PM
Business Wire Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today the pricing terms of the previously announced cash tender offer (the “Offer”) to purchase any and all of its outstanding 6.000% Senior Notes due 2028 (the “Notes”) for the consideration described below. The Offer was announced on June 24, 2026 and was made pursuant to the Offer to Purchase dated June 24, 2026 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery. Title of Security CUSIP Numbers(2) Aggregate Principal Amount
Outstanding U.S. Treasury Reference Security Reference Yield Bloomberg Reference Page Fixed Spread (basis points) Purchase Price per $1,000 Aggregate Principal Amount of Notes 6.000% Senior Notes due 2028(1) 675232 AB8 675232 AD4   $500,000,000 3.50% UST due October 31, 2027 4.146% FIT4 40 $1,018.46 (1) In addition to the consideration per $1,000 set forth above per principal amount of Notes validly tendered and accepted for purchase, holders whose Notes are accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on such Notes from the last applicable interest payment date to, but not including, the Settlement Date (as defined below). (2) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in the Offer to Purchase or printed on the Notes. They are provided solely for the convenience of holders of the Notes. The purchase price for each $1,000 principal amount of Notes validly tendered (the "Purchase Price"), and not validly withdrawn, and accepted for purchase pursuant to the Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT4 series of pages at 2:00 p.m., New York City time, on June 30, 2026, the date on which the Offer is currently scheduled to expire. The Purchase Price was based on a yield to November 1, 2027, assuming the Notes are redeemed on November 1, 2027, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase. The Offer will expire at 5:00 p.m., New York City time, on June 30, 2026, unless extended or earlier terminated (the “Expiration Time”). Holders who have validly tendered their Notes may withdraw such Notes at any time (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event the Offer is extended, the tenth business day after the date hereof, and (ii) after the 60th business day after the date hereof if for any reason the Offer has not been consummated within 60 business days of the date hereof. The delivery of Notes tendered by guaranteed delivery procedures must be made no later than 5:00 p.m., New York City time, on July 2, 2026. Oceaneering expects to pay the consideration for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted for purchase by it or tendered and delivered through the guaranteed delivery procedures on July 6, 2026, the third business day following the Expiration Time (the “Settlement Date”). The Offer is conditioned upon the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. The Offer is not conditioned upon any minimum amount of Notes being tendered. Oceaneering intends to pay for the Notes purchased in the Offer with the proceeds from its contemporaneous offering of senior notes. The complete terms and conditions of the Offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Offer. Oceaneering has retained J.P. Morgan Securities LLC as dealer manager (the “Dealer Manager”) in connection with the Offer. Copies of the Offer to Purchase and the related Notice of Guaranteed Delivery may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, by phone at (212) 430-3774 (banks and brokers) or (855) 654-2014 (toll-free), by email at contact@gbsc-usa.com, or online at https://gbsc-usa.com/oii/. Questions regarding the Offer may also be directed to the Dealer Manager at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect). The Offer may be amended, extended, terminated, or withdrawn in Oceaneering’s sole discretion. There is no assurance that the Offer will be subscribed for in any amount. To the extent not all of the Notes are tendered in the Offer, Oceaneering intends to redeem any and all outstanding Notes. In connection with the Offer, Oceaneering issued a conditional notice of full redemption to redeem any Notes that remain outstanding following the Offer on or around July 25, 2026 pursuant to the indenture governing the Notes. This press release does not constitute a notice of redemption or an offer to purchase the Notes not purchased in the Offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offer is being made only by, and pursuant to the terms of, the Offer to Purchase and the related Notice of Guaranteed Delivery. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction. In any jurisdiction where the laws require the Offer to be made on Oceaneering’s behalf by a licensed broker or dealer and the Dealer Manager or one of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer will be deemed to be made by the Dealer Manager or affiliate, as the case may be, on behalf of Oceaneering. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities or other financial instrument that constitute financing for the Offer. This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the expected timing for expiration and settlement of the Offer and the closing of Oceaneering’s offering of the senior notes, the conditions to the Offer, and other matters relating to the Offer and the subsequent redemption of the Notes. The forward-looking statements included in this release are based on Oceaneering’s current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement. About Oceaneering Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. View source version on businesswire.com: https://www.businesswire.com/news/home/20260630597617/en/ Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering Announces Pricing Terms of Cash Tender Offer for Any and All of Its Outstanding 6.000% Senior Notes Due 2028

Oceaneering Announces Pricing of Private Offering of $500 Million of Senior NotesJune 25, 2026 7:59 AM
Business Wire Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today the pricing of its previously announced offering of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes”) in a private placement to eligible purchasers at par, plus accrued interest, if any, from July 6, 2026. The 2034 Notes will mature on July 15, 2034. The offering is expected to close on July 6, 2026, subject to customary closing conditions. Oceaneering intends to use the net proceeds from the offering, together with cash on hand, if necessary, to fund the purchase of any and all of its 6.000% Senior Notes due 2028 (the “Tender Notes”) validly tendered and accepted for purchase in the previously announced concurrent cash tender offer (the “Tender Offer”). If the Tender Offer is not consummated or the net proceeds from the offering exceed the total consideration payable in the Tender Offer, Oceaneering intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment, redemption, or repurchase of outstanding indebtedness. The 2034 Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The offer and sale of the 2034 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the 2034 Notes will be made in the United States only by means of a private offering memorandum pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell any of the Tender Notes. The Tender Offer is being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated June 24, 2026. This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the expected timing of the closing of Oceaneering’s offering of the 2034 Notes, the intended use of proceeds therefrom, and other matters relating to the offering and the Tender Offer. The forward-looking statements included in this release are based on Oceaneering’s current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement. About Oceaneering Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. View source version on businesswire.com: https://www.businesswire.com/news/home/20260624284810/en/ Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering Announces Pricing of Private Offering of $500 Million of Senior Notes

Oceaneering Announces Private Offering of $500 Million of Senior NotesJune 24, 2026 7:38 AM
Business Wire Oceaneering International, Inc. (“Oceaneering”) (NYSE: OII) announced today that it intends to offer $500,000,000 aggregate principal amount of Senior Notes due 2034 (the “2034 Notes”) in a private placement to eligible purchasers. Oceaneering intends to use the net proceeds from the proposed offering, together with cash on hand, if necessary, to fund the purchase of any and all of its 6.000% Senior Notes due 2028 (the “Tender Notes”) validly tendered and accepted for purchase in the concurrent cash tender offer announced today (the “Tender Offer”). If the Tender Offer is not consummated or the net proceeds from the offering exceed the total consideration payable in the Tender Offer, Oceaneering intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment, redemption, or repurchase of outstanding indebtedness. The 2034 Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The offer and sale of the 2034 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the 2034 Notes will be made in the United States only by means of a private offering memorandum pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell any of the Tender Notes. The Tender Offer is being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated June 24, 2026. This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning Oceaneering’s proposed offering of the 2034 Notes, the intended use of proceeds therefrom, and other matters relating to the proposed offering and the Tender Offer. The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement. About Oceaneering Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. View source version on businesswire.com: https://www.businesswire.com/news/home/20260622244346/en/ Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering Announces Private Offering of $500 Million of Senior Notes

Oceaneering Announces Cash Tender Offer for Any and All of Its Outstanding 6.000% Senior Notes Due 2028June 24, 2026 7:39 AM
Business Wire Oceaneering International, Inc. (“Oceaneering”) (NYSE: OII) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 6.000% Senior Notes due 2028 (the “Notes”) for the consideration described below. Title of Security CUSIP Numbers(2) Aggregate Principal Amount
Outstanding U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread (basis points) 6.000% Senior Notes due 2028(1) 675232 AB8 675232 AD4   $500,000,000 3.50% UST due October 31, 2027 FIT4 40 _______________ (1) In addition to the consideration per $1,000 set forth above per principal amount of Notes validly tendered and accepted for purchase, holders whose Notes are accepted for purchase pursuant to the tender offer will also receive accrued and unpaid interest on such Notes from the last applicable interest payment date to, but not including, the Settlement Date (as defined below). (2) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in the Offer to Purchase (as defined below) or printed on the Notes. They are provided solely for the convenience of holders of the Notes. The purchase price for each $1,000 principal amount of Notes validly tendered (the "Purchase Price"), and not validly withdrawn, and accepted for purchase pursuant to the tender offer will be determined in the manner described in the Offer to Purchase dated June 24, 2026 (the "Offer to Purchase”). This determination will be made by reference to the fixed spread specified above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT4 series of pages at 2:00 p.m., New York City time, on June 30, 2026, the date on which the tender offer is currently scheduled to expire. The Purchase Price will be calculated based on a yield to October 31, 2027, and assuming the Notes are redeemed on October 31, 2027, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase. The tender offer will expire at 5:00 p.m., New York City time, on June 30, 2026, unless extended or earlier terminated (the “Expiration Time”). Holders who have validly tendered their Notes may withdraw such Notes at any time (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event the tender offer is extended, the tenth business day after the date hereof, and (ii) after the 60th business day after the date hereof if for any reason the tender offer has not been consummated within 60 business days of the date hereof. The delivery of Notes tendered by guaranteed delivery procedures must be made no later than 5:00 p.m., New York City time, on July 2, 2026. Oceaneering expects to pay the consideration for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted for purchase by it or tendered and delivered through the guaranteed delivery procedures on July 6, 2026, the third business day following the Expiration Time (the “Settlement Date”). The tender offer is conditioned upon the satisfaction or waiver of certain conditions, including Oceaneering’s completion of one or more debt financing transactions on terms satisfactory to it. The tender offer is not conditioned upon any minimum amount of Notes being tendered. The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the tender offer. Oceaneering has retained J.P. Morgan Securities LLC as dealer manager (the “Dealer Manager”) in connection with the tender offer. Copies of the Offer to Purchase and the related Notice of Guaranteed Delivery may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the tender offer, by phone at (212) 430-3774 (banks and brokers) or (855) 654-2014 (toll-free), by email at contact@gbsc-usa.com or online at https://gbsc-usa.com/oii/. Questions regarding the tender offer may also be directed to the Dealer Manager at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect). This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is being made only by, and pursuant to the terms of, the Offer to Purchase and the related Notice of Guaranteed Delivery. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offer to be made on Oceaneering’s behalf by a licensed broker or dealer and the Dealer Manager or one of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the tender offer will be deemed to be made by the Dealer Manager or affiliate, as the case may be, on behalf of Oceaneering. None of Oceaneering, the Depositary and Information Agent, or the Dealer Manager, or any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offer. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities or other financial instrument that constitute financing for the tender offer. This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the expected timing for expiration and settlement of the tender offer, the conditions to the tender offer, and other matters relating to the tender offer and any debt financing transactions. The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement. About Oceaneering Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. View source version on businesswire.com: https://www.businesswire.com/news/home/20260622499536/en/ Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering Announces Cash Tender Offer for Any and All of Its Outstanding 6.000% Senior Notes Due 2028

Oceaneering to Participate at the 2026 J.P. Morgan Natural Resources ConferenceJune 15, 2026 6:59 AM
Business Wire Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) President and Chief Executive Officer Rod Larson will participate in a fireside chat at the J.P. Morgan Natural Resources Conference in New York on Tuesday, June 23, 2026. Mr. Larson and Senior Director, Investor Relations Hilary Frisbie will also host meetings with institutional investors. Oceaneering’s most recent presentation is available on the Investor Relations page of Oceaneering's website at www.oceaneering.com. Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. For more information, please visit www.oceaneering.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260615376906/en/ Hilary Frisbie
Senior Director, Investor Relations
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering to Participate at the 2026 J.P. Morgan Natural Resources Conference

Oceaneering Awarded Integrated Installation Contract for Offshore Egypt ProjectMay 21, 2026 6:59 AM
Business Wire Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced that its Offshore Projects Group has been awarded an integrated offshore installation contract at the West Delta Deep Marine (WDDM) gas field development project offshore Egypt from Burullus Gas Company. The contract is expected to generate meaningful revenue in 2026. Under the scope of work, Oceaneering will provide an integrated solution to support the transportation, offshore installation, and commissioning of a refurbished subsea umbilical and a 2,000-meter replacement thermoplastic composite pipe (TCP) flowline, including procurement and integration of the TCP. Work to refurbish the umbilical was carried out at Oceaneering’s umbilical manufacturing facility in Rosyth, UK. Oceaneering will also supply associated remotely operated vehicle (ROV) and survey services to support offshore operations, which are expected to commence on an accelerated schedule. Chris Dyer, Senior Vice President of Oceaneering’s Offshore Projects Group, stated: “This award highlights Oceaneering’s ability to deliver integrated offshore installation solutions on an expedited timeline to restore production. By bringing together logistics management, refurbishment expertise, vessel operations, and ROV services, we can provide our customer with an end-to-end, single source solution that accelerates project execution and delivers significant value. We are proud to continue supporting the WDDM development through our comprehensive offshore capabilities.” For more information on our Integrated Vessel Solutions, please visit: http://oceaneering.com/vessels. Statements in this press release that express a belief, expectation, or intention, as well as those that are not historical fact, are forward-looking. The forward-looking statements in this press release include statements concerning Oceaneering’s scope of work and expectations that the contract will generate meaningful revenue in 2026 and that field operations will commence on an accelerated schedule. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on current information and expectations of Oceaneering that involve a number of risks, uncertainties, and assumptions, including risks and uncertainties related to counterparty performance under contracts and market conditions and other economic factors affecting Oceaneering’s business. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. These and other risks are more fully described in Oceaneering’s latest annual report on Form 10-K and its other periodic filings with the Securities and Exchange Commission. About Oceaneering Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. For more information, please visit www.oceaneering.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260521313239/en/ Hilary Frisbie
Senior Director, Investor Relations
713-329-4755
investorrelations@oceaneering.com Original: Oceaneering Awarded Integrated Installation Contract for Offshore Egypt Project

Oceaneering Reports First Quarter 2026 ResultsApril 22, 2026 5:01 PM
Business Wire
Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported first quarter 2026 results.


First Quarter 2026 Results



As compared to the first quarter of 2025:


Revenue was $692 million, an increase of 3%.



Operating income was $57.8 million, a decrease of 21%.



Net income was $36.1 million, a decrease of 28%.



Adjusted EBITDA was $83.7 million, a decrease of 13%.






Cash Flow


Cash flow used in operating activities was $(59.1) million.



Free cash flow was $(76.5) million.



Quarter-end cash and cash equivalents totaled $607 million, compared to $382 million at the end of the same period last year.






Rod Larson, Oceaneering's President and Chief Executive Officer, commented, "Our first quarter unfolded largely as expected, driven by strong activity in Aerospace and Defense Technologies (ADTech). All of our energy segments produced results consistent with guidance with the exception of Integrity Management and Digital Solutions (IMDS), which was impacted by the Middle East conflict. Our consolidated adjusted EBITDA of $83.7 million was within our guidance range; however, results were impacted by the expected resolution of an ADTech contract dispute. Excluding that item, consolidated adjusted EBITDA would have been at the upper end of our guidance range.


"We also achieved several notable commercial and technology milestones during the quarter. On a consolidated basis, we generated total orders of approximately $1 billion. This included just over $300 million in Subsea Robotics (SSR) awards, with ROV contract terms extending into 2031, and $175 million in ADTech awards. We continued to develop our autonomous systems portfolio, including our Freedom™ platform. One commercial unit is currently operating in West Africa and we are progressing toward testing and customer demonstration of a specialized unit for the Defense Innovation Unit (DIU), reinforcing our position as a provider of dual-use technology in the energy and growing defense markets.


"Considering the balance of 2026, we continue to believe that ADTech will be our primary growth driver. We also anticipate that offshore activity levels will improve in the second half of the year. This outlook, combined with our backlog, gives us the confidence to maintain our full-year EBITDA guidance range of $390 million to $440 million."


Updated 2026 Guidance


Full-year 2026 consolidated and segment guidance remains as provided in the fourth quarter 2025 earnings release and conference call, with the exception of IMDS operating income, which is expected to increase year over year but at a lower level than previously anticipated. In addition, the Manufactured Products book-to-bill ratio is expected to be in the range of 0.9 to 1.0 for the full year.


First Quarter 2026 Segment Results


As compared to the first quarter of 2025:



SSR revenue increased to $214 million; however, operating income decreased 7% to $55.5 million and EBITDA margin declined to 32%. This was primarily attributable to a decline in ROV fleet utilization from 67% to 61%. Results were also impacted by geographic mix and costs associated with development of the Freedom™ vehicle for the DIU and deployment of the Ocean Intervention II. ROV revenue per day utilized increased to $12,401, reflecting a mix of improved pricing and discrete first-quarter items.



Manufactured Products operating income increased to $26.1 million and margin expanded to 18% on a 6% increase in revenue. These improvements were driven by continued execution of higher-margin backlog and strong performance in Rotator valves. As of March 31, 2026, backlog was $492 million, with the decrease due to the timing of awards. The book-to-bill ratio was 0.91 for the 12-month period ending on March 31, 2026.



As anticipated, Offshore Projects Group (OPG) operating income of $18.3 million was lower and margin declined to 14% on an 18% decrease in revenue. The year-over-year decline primarily reflects the comparison to an unusually strong first quarter of 2025, with the first quarter of 2026 reflecting more typical seasonality in the U.S. Gulf and decreased international activity.



IMDS revenue decreased by 5% and operating income decreased by $4.5 million on lower volume in West Africa and Australia. Activity in the Middle East, which was expected to grow, was flat in the first quarter due to the recent conflict.



ADTech revenue increased 35% to $131 million, driven by higher activity tied to the large contract awarded in 2025 and increased submarine repair and maintenance activity. Operating income decreased 24% to $8.1 million and margin declined to 6% due to an accrual associated with the aforementioned resolution of a contract dispute.



At the corporate level, Unallocated Expenses increased 10% to $49.3 million, consistent with expectations.



No shares were repurchased during the quarter.



Second Quarter 2026 Guidance


As compared to the second quarter of 2025:


Consolidated second quarter 2026 revenue is projected to increase and EBITDA is expected to be in the range of $100 million to $110 million.


At the segment level, for the second quarter of 2026:



SSR revenue is expected to increase while operating income is expected to be flat.



Manufactured Products revenue and operating income are forecasted to increase.



OPG revenue is expected to be relatively flat and operating income is expected to decrease slightly on changes in project mix.



IMDS revenue and operating income are projected to decrease due to lower volumes in West Africa and Australia and uncertainty in Middle East volumes.



ADTech is expected to generate increased operating income on significantly higher revenue.



Unallocated Expenses are expected to be in the $50 million range.



Non-GAAP Financial Measures


Adjusted net income (loss) and earnings (loss) per share; EBITDA and adjusted EBITDA on a consolidated and on a segment basis (as well as EBITDA and adjusted EBITDA margins); and free cash flow are non-GAAP measures that exclude the impacts of certain identified items. Reconciliations to the corresponding GAAP measures are shown in the tables Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS), EBITDA and Adjusted EBITDA and Margins, Free Cash Flow, Second Quarter 2026 Consolidated EBITDA Estimate, 2026 Consolidated EBITDA Estimate, 2026 Free Cash Flow Estimate, and EBITDA and Adjusted EBITDA and Margins by Segment. These tables are included below under the caption Reconciliations of Non-GAAP to GAAP Financial Information.


Conference Call Details


Oceaneering has scheduled a conference call and webcast on Thursday, April 23, 2026 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time), to discuss its results for the first quarter of 2026 and guidance for the second quarter and full year of 2026. A link to the webcast will be posted on Oceaneering's Investor Relations website. A replay of the conference call will be made available on the website approximately two hours following the conclusion of the live call.


Forward-Looking Statements


This release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs, future expected business, and financial performance and prospects of Oceaneering. More specifically, the forward-looking statements in this press release include the statements concerning Oceaneering’s expectations regarding: the resolution of an ADTech contract dispute, ADTech and the offshore markets for 2026; IMDS operating income for the full year of 2026; Manufactured Products book-to-bill ratio for the full year of 2026; second quarter 2026 guidance for consolidated revenue, consolidated EBITDA, revenue, and operating income by segment, and Unallocated Expenses; full-year 2026 guidance for net income, consolidated EBITDA, free cash flow, capital expenditures, and that share purchase activity will continue in 2026; and the characterization, whether positive or otherwise, of market fundamentals, conditions, and dynamics, robotics markets, offshore energy activity levels (including by geographic location), pricing levels, day rates, ROV days utilized, average ROV revenue per day utilized, vessel utilization, growth, bidding activity, outlook, performance, opportunities, and future financials, including as increasing, favorable, positive, encouraging, improving, seasonal, strong, supportive, robust, meaningful, considerable, healthy, or significant (which is used herein to indicate a change of 20% or greater).


The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Factors that could cause actual results to differ materially include: factors affecting the level of activity in the oil and gas industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth, and the supply and demand of offshore drilling rigs; the indirect consequences of climate change and climate-related business trends; actions by members of OPEC and other oil exporting countries; decisions about offshore developments to be made by oil and gas exploration, development, and production companies; the use of subsea completions and our ability to capture associated market share; future budgetary and fiscal constraints imposed by the United States government, including the risk of government shutdowns; general economic and business conditions and industry trends and uncertainty, including those related to tariffs and retaliatory tariffs; the strength of the industry segments in which we are involved; cancellations of contracts, customer contract disputes, change orders, and other contractual modifications, force majeure declarations, and the exercise of contractual suspension rights and the resulting adjustments to our backlog; collections from our customers; our future financial performance, including as a result of the availability, terms, and deployment of capital; the consequences of significant changes in currency exchange rates; the volatility and uncertainties of credit markets; changes in data privacy and security laws, regulations, and standards; changes in tax laws, regulations, and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development, and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military, and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts, or terrorist attacks. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.


About Oceaneering


Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries.


For more information, please visit www.oceaneering.com.




OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES








 






 






 






 






 






 








CONDENSED CONSOLIDATED BALANCE SHEETS








 






 






 






 






 






 








 






 






 






Mar 31, 2026






 






Dec 31, 2025








 






 






 






(in thousands)








ASSETS






 






 






 






 






 








Current assets (including cash and cash equivalents of $607,470 and $688,874)






 






$






1,516,910






 






 






$






1,512,400






 








Net property and equipment






 






 






 






444,930






 






 






 






451,693






 








Other assets






 






 






 






681,355






 






 






 






703,161






 








Total Assets






 






$






2,643,195






 






 






$






2,667,254






 








 






 






 






 






 






 








LIABILITIES AND EQUITY






 






 






 






 








Current liabilities






 






 






$






729,247






 






 






$






761,726






 








Long-term debt






 






 






 






488,813






 






 






 






487,417






 








Other long-term liabilities






 






 






312,380






 






 






 






341,448






 








Equity






 






 






 






1,112,755






 






 






 






1,076,663






 








Total Liabilities and Equity






 






$






2,643,195






 






 






$






2,667,254






 








 






 






 






 






 






 








CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS








 






 






 






 






 






 








 






For the Three Months Ended








 






Mar 31, 2026






 






Mar 31, 2025






 






Dec 31, 2025








 






(in thousands, except per share amounts)








 






 






 






 






 






 








Revenue






$






692,429






 






 






$






674,523






 






 






$






668,574






 








Cost of services and products






 






565,159






 






 






 






539,512






 






 






 






536,302






 








Gross margin






 






127,270






 






 






 






135,011






 






 






 






132,272






 








Selling, general and administrative expense






 






69,482






 






 






 






61,539






 






 






 






66,889






 








Operating income (loss)






 






57,788






 






 






 






73,472






 






 






 






65,383






 








Interest income






 






5,061






 






 






 






3,644






 






 






 






4,118






 








Interest expense, net of amounts capitalized






 






(9,105






)






 






 






(9,075






)






 






 






(9,049






)








Equity in income (losses) of unconsolidated affiliates






 






277






 






 






 






362






 






 






 






276






 








Other income (expense), net






 






808






 






 






 






975






 






 






 






(2,529






)








Income (loss) before income taxes






 






54,829






 






 






 






69,378






 






 






 






58,199






 








Provision (benefit) for income taxes






 






18,722






 






 






 






19,001






 






 






 






(119,454






)








Net Income (Loss)






$






36,107






 






 






$






50,377






 






 






$






177,653






 








 






 






 






 






 






 








Weighted average diluted shares outstanding






 






100,613






 






 






 






101,903






 






 






 






100,760






 








Diluted earnings (loss) per share






$






0.36






 






 






$






0.49






 






 






$






1.76






 








 






 






 






 






 






 








The above Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations should be read in conjunction with the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q.









SEGMENT INFORMATION








 







 








 







For the Three Months Ended








 







Mar 31, 2026






 






Mar 31, 2025






 






Dec 31, 2025












($ in thousands)










Subsea Robotics







 






 






 






 






 








Revenue







$






214,273






 






 






$






205,976






 






 






$






211,687






 








Operating income (loss)







$






55,508






 






 






$






59,632






 






 






$






67,828






 








Operating income (loss) %







 






26






%






 






 






29






%






 






 






32






%








ROV days available







 






22,500






 






 






 






22,500






 






 






 






23,000






 








ROV days utilized







 






13,674






 






 






 






15,093






 






 






 






14,285






 








ROV utilization







 






61






%






 






 






67






%






 






 






62






%








 







 






 






 






 






 








Manufactured Products







 






 






 






 






 








Revenue







$






143,648






 






 






$






135,037






 






 






$






132,405






 








Operating income (loss)







$






26,085






 






 






$






8,667






 






 






$






20,370






 








Operating income (loss) %







 






18






%






 






 






6






%






 






 






15






%








Backlog at end of period







$






492,000






 






 






$






543,000






 






 






$






511,000






 








 







 






 






 






 






 








Offshore Projects Group







 






 






 






 






 








Revenue







$






135,376






 






 






$






164,941






 






 






$






130,777






 








Operating income (loss)







$






18,344






 






 






$






35,666






 






 






$






15,037






 








Operating income (loss) %







 






14






%






 






 






22






%






 






 






11






%








 







 






 






 






 






 








Integrity Management & Digital Solutions







 






 






 






 






 








Revenue







$






67,884






 






 






$






71,418






 






 






$






66,454






 








Operating income (loss)







$






(998






)






 






$






3,462






 






 






$






(124






)








Operating income (loss) %







 






(1






)%






 






 






5






%






 






 






—






%








 







 






 






 






 






 








Aerospace and Defense Technologies







 






 






 






 






 








Revenue







$






131,248






 






 






$






97,151






 






 






$






127,251






 








Operating income (loss)







$






8,111






 






 






$






10,665






 






 






$






14,223






 








Operating income (loss) %







 






6






%






 






 






11






%






 






 






11






%








 







 






 






 






 






 








Unallocated Expenses







 






 






 






 






 








Operating income (loss)







$






(49,262






)






 






$






(44,620






)






 






$






(51,951






)








 







 






 






 






 






 








Total







 






 






 






 






 








Revenue







$






692,429






 






 






$






674,523






 






 






$






668,574






 








Operating income (loss)







$






57,788






 






 






$






73,472






 






 






$






65,383






 








Operating income (loss) %







 






8






%






 






 






11






%






 






 






10






%








 








The above Segment Information does not include adjustments for non-recurring transactions. See the tables below under the caption "Reconciliations of Non-GAAP to GAAP Financial Information" for financial measures that our management considers in evaluating our ongoing operations.









SELECTED CASH FLOW INFORMATION








 






 






 








 






 






For the Three Months Ended








 






 






Mar 31, 2026






 






Mar 31, 2025






 






Dec 31, 2025








 






 






(in thousands)








 






 






 






 






 






 






 








Capital expenditures, including acquisitions






 






$






17,405






 






$






26,088






 






$






30,440








Capitalized cloud-based service contract costs






 






 






6,964






 






 






1,727






 






 






5,588








Total Capital Expenditures






 






$






24,369






 






$






27,815






 






$






36,028








 






 






 






 






 






 






 








Depreciation and Amortization:






 






 






 






 






 






 








Energy Services and Products






 






 






 






 






 






 








Subsea Robotics






 






$






13,718






 






$






11,736






 






$






13,388








Manufactured Products






 






 






2,774






 






 






2,650






 






 






2,765








Offshore Projects Group






 






 






4,755






 






 






4,689






 






 






4,389








Integrity Management & Digital Solutions






 






 






1,942






 






 






1,730






 






 






1,887








Total Energy Services and Products






 






 






23,189






 






 






20,805






 






 






22,429








Aerospace and Defense Technologies






 






 






1,006






 






 






833






 






 






904








Unallocated Expenses






 






 






2,976






 






 






2,810






 






 






2,951








Total Depreciation and Amortization






 






$






27,171






 






$






24,448






 






$






26,284







RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION


In addition to financial results determined in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release also includes non-GAAP financial measures (as defined under certain rules and regulations promulgated by the Securities and Exchange Commission). We have included adjusted net income (loss) and diluted earnings (loss) per Share (EPS), each of which excludes the effects of certain specified items, as set forth in the tables that follow. As a result, these amounts are non-GAAP financial measures. We believe these are useful measures for investors to review because they provide consistent measures of the underlying results of our ongoing business. Furthermore, our management uses these measures as measures of the performance of our operations. We have also included disclosures of Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA), EBITDA Margins, fourth quarter of 2025 consolidated adjusted EBITDA, consolidated adjusted EBITDA margins, and free cash flow, second quarter of 2026 consolidated EBITDA estimate, and full year 2026 consolidated EBITDA and free cash flow estimates, as well as the following by segment: EBITDA, EBITDA margins, adjusted EBITDA, and adjusted EBITDA margins. We define EBITDA margin as EBITDA divided by revenue. Adjusted EBITDA and adjusted EBITDA margins and related information by segment exclude the effects of certain specified items, as set forth in the tables that follow. Due to the forward-looking nature of EBITDA for the second quarter of 2026, and for the full year of 2026, we cannot reliably predict certain of the necessary line items for the reconciliations to net income and, accordingly, have excluded such line items in the reconciliation. EBITDA and EBITDA margins, adjusted EBITDA and adjusted EBITDA margins, and related information by segment are each non-GAAP financial measures. We define free cash flow as cash flow provided by operating activities less organic capital expenditures (i.e., purchases of property and equipment other than those in business acquisitions). We have included these disclosures in this press release because EBITDA, EBITDA margins, and free cash flow are widely used by investors for valuation purposes and for comparing our financial performance with the performance of other companies in our industry, and the adjusted amounts thereof provide more consistent measures than the unadjusted amounts. Furthermore, our management uses these measures for purposes of evaluating our financial performance. Our presentation of EBITDA, EBITDA margins, and free cash flow (and the adjusted amounts thereof) may not be comparable to similarly titled measures that other companies report. Non-GAAP financial measures should be viewed in addition to and not as substitutes for our reported operating results, cash flows, or any other measure prepared and reported in accordance with GAAP. The tables that follow provide reconciliations of the non-GAAP measures used in this press release to the most directly comparable GAAP measures.




RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION









 



Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






For the Three Months Ended






 








 






 






Mar 31, 2026






Mar 31, 2025






Dec 31, 2025






 








 






 






Net Income(Loss)






 






Diluted EPS






 






Net Income (Loss)






 






Diluted EPS






 






Net Income (Loss)






 






Diluted EPS






 








 






 






(in thousands, except per share amounts)






 








 






 






 






 






 






 






 






 








Net income (loss) and diluted EPS as reported in accordance with GAAP






 






$






36,107






 






 






$






0.36






 






$






50,377






 






 






$






0.49






 






$






177,653






 






 






$






1.76






 








Adjustments, net of tax effect, for the effects of:






 






 






 






 






 






 






 






 






 






 






 






 






 








Foreign currency (gains) losses






 






 






(2,663






)






 






 






 






 






(365






)






 






 






 






 






1,332






 






 






 






 








Total adjustments, net of tax effect






 






 






(2,663






)






 






 






 






 






(365






)






 






 






 






 






1,332






 






 






 






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 








Discrete tax items:






 






 






 






 






 






 






 






 






 






 






 






 






 








Share-based compensation






 






 






(2,169






)






 






 






 






 






(1,103






)






 






 






 






 






—






 






 






 






 








Uncertain tax positions






 






 






(573






)






 






 






 






 






(2,411






)






 






 






 






 






1,044






 






 






 






 








Valuation allowances






 






 






423






 






 






 






 






 






(3,261






)






 






 






 






 






(155,503






)






 






 






 








Other






 






 






(1,039






)






 






 






 






 






780






 






 






 






 






 






21,091






 






 






 






 








Total discrete tax adjustments






 






 






(3,358






)






 






 






 






 






(5,995






)






 






 






 






 






(133,368






)






 






 






 








Total of adjustments






 






 






(6,021






)






 






 






 






 






(6,360






)






 






 






 






 






(132,036






)






 






 






 








Adjusted Net Income (Loss)






 






$






30,086






 






 






$






0.30






 






$






44,017






 






 






$






0.43






 






$






45,617






 






 






$






0.45






 








Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)






 






 






 






 






100,613






 






 






 






 






101,903






 






 






 






 






100,760






 









EBITDA and Adjusted EBITDA and Margins








 






 






 






 






 






 






 








 






 






For the Three Months Ended








 






 






Mar 31, 2026






 






Mar 31, 2025






 






Dec 31, 2025








 






 






($ in thousands)








 






 






 






 






 






 






 








Net income (loss)






 






$






36,107






 






 






$






50,377






 






 






$






177,653






 








Depreciation and amortization






 






 






27,171






 






 






 






24,448






 






 






 






26,284






 








Subtotal






 






 






63,278






 






 






 






74,825






 






 






 






203,937






 








Interest expense, net of interest income






 






 






4,044






 






 






 






5,431






 






 






 






4,931






 








Amortization included in interest expense






 






 






(1,649






)






 






 






(1,556






)






 






 






(1,648






)








Provision (benefit) for income taxes






 






 






18,722






 






 






 






19,001






 






 






 






(119,454






)








EBITDA






 






 






84,395






 






 






 






97,701






 






 






 






87,766






 








Adjustments for the effects of:






 






 






 






 






 






 








Foreign currency (gains) losses






 






 






(728






)






 






 






(1,050






)






 






 






2,721






 








Total of adjustments






 






 






(728






)






 






 






(1,050






)






 






 






2,721






 








Adjusted EBITDA






 






$






83,667






 






 






$






96,651






 






 






$






90,487






 








 






 






 






 






 






 






 








Revenue






 






$






692,429






 






 






$






674,523






 






 






$






668,574






 








 






 






 






 






 






 






 








EBITDA margin %






 






 






12






%






 






 






14






%






 






 






13






%








Adjusted EBITDA margin %






 






 






12






%






 






 






14






%






 






 






14






%









 






 






 






 






 






 






 








Free Cash Flow








 






 






 






 






 






 






 








 






 






For the Three Months Ended








 






 






Mar 31, 2026






 






Mar 31, 2025






 






Dec 31, 2025








 






 






(in thousands)








Net Income (loss)






 






$






36,107






 






 






$






50,377






 






 






$






177,653






 








Non-cash adjustments:






 






 






 






 






 






 








Depreciation and amortization






 






 






27,171






 






 






 






24,448






 






 






 






26,284






 








Other non-cash






 






 






9,168






 






 






 






14,429






 






 






 






(133,269






)








Other increases (decreases) in cash from operating activities






 






 






(131,564






)






 






 






(169,972






)






 






 






150,461






 








Cash flow provided by (used in) operating activities






 






 






(59,118






)






 






 






(80,718






)






 






 






221,129






 








Purchases of property and equipment






 






 






(17,405






)






 






 






(26,088






)






 






 






(30,440






)








Free Cash Flow






 






$






(76,523






)






 






$






(106,806






)






 






$






190,689






 









Second Quarter 2026 Consolidated EBITDA Estimate








 






 






 






 






 








 






 






For the Three Months Ending








 






 






June 30, 2026








 






 






Low






 






High








 






 






(in thousands)








Income (loss) before income taxes






 






$






69,000






 






 






$






75,000






 








Depreciation and amortization






 






 






27,000






 






 






 






30,000






 








Subtotal






 






 






96,000






 






 






 






105,000






 








Interest expense, net of interest income






 






 






6,000






 






 






 






7,000






 








Amortization included in interest expense






 






 






(2,000






)






 






 






(2,000






)








Consolidated EBITDA






 






$






100,000






 






 






$






110,000






 








 






 






 






 






 








2026 Consolidated EBITDA Estimate








 






 






 






 






 








 






 






For the Year Ending








 






 






December 31, 2026








 






 






Low






 






High








 






 






(in thousands)








Income (loss) before income taxes






 






$






270,000






 






 






$






307,000






 








Depreciation and amortization






 






 






105,000






 






 






 






114,000






 








Subtotal






 






 






375,000






 






 






 






421,000






 








Interest expense, net of interest income






 






 






21,000






 






 






 






26,000






 








Amortization included in interest expense






 






 






(6,000






)






 






 






(7,000






)








Consolidated EBITDA






 






$






390,000






 






 






$






440,000






 








 






 






 






 






 








2026 Free Cash Flow Estimate








 






 






 






 






 








 






 






For the Year Ending








 






 






December 31, 2026








 






 






Low






 






High








 






 






(in thousands)








Net income (loss)






 






$






178,000






 






 






$






203,000






 








Depreciation and amortization






 






 






105,000






 






 






 






114,000






 








Other increases (decreases) in cash from operating activities






 






 






(78,000






)






 






 






(82,000






)








Cash flow provided by (used in) operating activities






 






 






205,000






 






 






 






235,000






 








Purchases of property and equipment






 






 






(105,000






)






 






 






(115,000






)








Free Cash Flow






 






$






100,000






 






 






$






120,000






 









EBITDA and Adjusted EBITDA and Margins by Segment








 








 






 






For the Three Months Ended March 31, 2026








 






 






SSR






 






MP






 






OPG






 






IMDS






 






ADTech






 






Unallocated Expenses

and other






 






Total








 






 






($ in thousands)








Operating Income (Loss) as reported in accordance with GAAP






 






$






55,508






 






 






$






26,085






 






 






$






18,344






 






 






$






(998






)






 






$






8,111






 






 






$






(49,262






)






 






$






57,788






 








Adjustments for the effects of:






 






 






 






 






 






 






 






 






 






 






 






 






 








Depreciation and amortization






 






 






13,718






 






 






 






2,774






 






 






 






4,755






 






 






 






1,942






 






 






 






1,006






 






 






 






2,976






 






 






 






27,171






 








Other pre-tax






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(564






)






 






 






(564






)








EBITDA






 






 






69,226






 






 






 






28,859






 






 






 






23,099






 






 






 






944






 






 






 






9,117






 






 






 






(46,850






)






 






 






84,395






 








Adjustments for the effects of:






 






 






 






 






 






 






 






 






 






 






 






 






 








Foreign currency (gains) losses






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(728






)






 






 






(728






)








Total of adjustments






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(728






)






 






 






(728






)








Adjusted EBITDA






 






$






69,226






 






 






$






28,859






 






 






$






23,099






 






 






$






944






 






 






$






9,117






 






 






$






(47,578






)






 






$






83,667






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Revenue






 






$






214,273






 






 






$






143,648






 






 






$






135,376






 






 






$






67,884






 






 






$






131,248






 






 






 






 






$






692,429






 








Operating income (loss) % as reported in accordance with GAAP






 






 






26






%






 






 






18






%






 






 






14






%






 






 






(1






)%






 






 






6






%






 






 






 






 






8






%








EBITDA Margin






 






 






32






%






 






 






20






%






 






 






17






%






 






 






1






%






 






 






7






%






 






 






 






 






12






%








Adjusted EBITDA Margin






 






 






32






%






 






 






20






%






 






 






17






%






 






 






1






%






 






 






7






%






 






 






 






 






12






%








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








 






 






For the Three Months Ended March 31, 2025








 






 






SSR






 






MP






 






OPG






 






IMDS






 






ADTech






 






Unallocated Expenses

and other






 






Total








 






 






($ in thousands)








Operating Income (Loss) as reported in accordance with GAAP






 






$






59,632






 






 






$






8,667






 






 






$






35,666






 






 






$






3,462






 






 






$






10,665






 






 






$






(44,620






)






 






$






73,472






 








Adjustments for the effects of:






 






 






 






 






 






 






 






 






 






 






 






 






 








Depreciation and amortization






 






 






11,736






 






 






 






2,650






 






 






 






4,689






 






 






 






1,730






 






 






 






833






 






 






 






2,810






 






 






 






24,448






 








Other pre-tax






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(219






)






 






 






(219






)








EBITDA






 






 






71,368






 






 






 






11,317






 






 






 






40,355






 






 






 






5,192






 






 






 






11,498






 






 






 






(42,029






)






 






 






97,701






 








Adjustments for the effects of:






 






 






 






 






 






 






 






 






 






 






 






 






 








Foreign currency (gains) losses






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(1,050






)






 






 






(1,050






)








Total of adjustments






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(1,050






)






 






 






(1,050






)








Adjusted EBITDA






 






$






71,368






 






 






$






11,317






 






 






$






40,355






 






 






$






5,192






 






 






$






11,498






 






 






$






(43,079






)






 






$






96,651






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Revenue






 






$






205,976






 






 






$






135,037






 






 






$






164,941






 






 






$






71,418






 






 






$






97,151






 






 






 






 






$






674,523






 








Operating income (loss) % as reported in accordance with GAAP






 






 






29






%






 






 






6






%






 






 






22






%






 






 






5






%






 






 






11






%






 






 






 






 






11






%








EBITDA Margin






 






 






35






%






 






 






8






%






 






 






24






%






 






 






7






%






 






 






12






%






 






 






 






 






14






%








Adjusted EBITDA Margin






 






 






35






%






 






 






8






%






 






 






24






%






 






 






7






%






 






 






12






%






 






 






 






 






14






%









 






 






For the Three Months Ended December 31, 2025








 






 






SSR






 






MP






 






OPG






 






IMDS






 






ADTech






 






Unallocated Expenses

and other






 






Total








 






 






($ in thousands)








Operating Income (Loss) as reported in accordance with GAAP






 






$






67,828






 






 






$






20,370






 






 






$






15,037






 






 






$






(124






)






 






$






14,223






 






 






$






(51,951






)






 






$






65,383






 








Adjustments for the effects of:






 






 






 






 






 






 






 






 






 






 






 






 






 








Depreciation and amortization






 






 






13,388






 






 






 






2,765






 






 






 






4,389






 






 






 






1,887






 






 






 






904






 






 






 






2,951






 






 






 






26,284






 








Other pre-tax






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(3,901






)






 






 






(3,901






)








EBITDA






 






 






81,216






 






 






 






23,135






 






 






 






19,426






 






 






 






1,763






 






 






 






15,127






 






 






 






(52,901






)






 






 






87,766






 








Adjustments for the effects of:






 






 






 






 






 






 






 






 






 






 






 






 






 








Foreign currency (gains) losses






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






2,721






 






 






 






2,721






 








Total of adjustments






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






2,721






 






 






 






2,721






 








Adjusted EBITDA






 






$






81,216






 






 






$






23,135






 






 






$






19,426






 






 






$






1,763






 






 






$






15,127






 






 






$






(50,180






)






 






$






90,487






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Revenue






 






$






211,687






 






 






$






132,405






 






 






$






130,777






 






 






$






66,454






 






 






$






127,251






 






 






 






 






$






668,574






 








Operating income (loss) % as reported in accordance with GAAP






 






 






32






%






 






 






15






%






 






 






11






%






 






 






—






%






 






 






11






%






 






 






 






 






10






%








EBITDA Margin






 






 






38






%






 






 






17






%






 






 






15






%






 






 






3






%






 






 






12






%






 






 






 






 






13






%








Adjusted EBITDA Margin






 






 






38






%






 






 






17






%






 






 






15






%






 






 






3






%






 






 






12






%






 






 






 






 






14






%







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260422610169/en/
investorrelations@oceaneering.com


Hilary Frisbie

Senior Director, Investor Relations

Oceaneering International, Inc.

713-329-4755


Original: Oceaneering Reports First Quarter 2026 Results