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OCEANEERING INTERNATIONAL INCfalse000007375600000737562026-07-222026-07-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2026
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
oceaneeringlogo2020a05.jpg
Delaware
1-10945
95-2628227
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
5875 North Sam Houston Parkway West, Suite 400
Houston,
TX
 77086
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 329-4500
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.25 per share
OII
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02    Results of Operations and Financial Condition.

On July 22, 2026, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the second quarter ended June 30, 2026. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.




Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document.)
    




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCEANEERING INTERNATIONAL, INC.
Date:
July 22, 2026
By:
 /S/ CATHERINE E. DUNN
Catherine E. Dunn
Vice President and Chief Accounting Officer






EX-99.1 2 exhibit_991x8kx2qx2026.htm EX-99.1 OCEANEERING 2Q 2026 EARNINGS RELEASE Document


Exhibit 99.1

Oceaneering Reports Second Quarter 2026 Results

HOUSTON, July 22, 2026 – Oceaneering International, Inc. ("Oceaneering") (NYSE: OII) today reported second quarter 2026 results.

Second Quarter 2026 Results

•As compared to the second quarter of 2025:
◦Revenue increased 10% to $768 million.
◦Operating income increased 11% to $88.2 million.
◦Net income attributable to Oceaneering increased 19% to $65.0 million.
◦Adjusted EBITDA increased 11% to $115 million.

•Cash Generation
◦Cash flow provided by operating activities was $55.2 million.
◦Free cash flow was $32.0 million.

•Balance Sheet and Capital Allocation
◦Quarter-end cash and cash equivalents totaled $629 million, compared to $434 million at the end of the same period last year.
◦Shares repurchased were 263,335 for approximately $10.0 million.

Rod Larson, Oceaneering's President and Chief Executive Officer, commented, "We delivered a strong second quarter, with our consolidated adjusted EBITDA of $115 million exceeding the top end of our guidance. These positive results were driven by overperformance from our Offshore Projects Group (OPG), where favorable project mix and operational execution drove better-than-expected revenue and profitability. More broadly, our results demonstrate continued strength across our portfolio. All of our segments generated increased revenue and operating income, except for Integrity Management and Digital Solutions (IMDS), which was partially impacted by the ongoing Middle East conflict.

"We also made meaningful improvements to our capital structure. During the second quarter, we initiated a series of transactions to refinance our existing debt and to extend and expand our revolving credit facility. Those transactions will be completed during the third quarter, extending our existing debt maturities, increasing available liquidity, and providing us with flexibility to deliver on our strategic initiatives. As a result, we are better positioned to invest in future growth opportunities while maintaining our disciplined approach to capital allocation.

"As we enter the second half of 2026, we continue to see favorable trends in Aerospace and Defense Technologies (ADTech) and supportive conditions in offshore markets. These factors, combined with our backlog and differentiated portfolio, support our outlook for the remainder of the year. Based on our first-half performance and expectations for the balance of the year, we have updated our full-year consolidated adjusted EBITDA guidance range to $400 million to $440 million."

Updated 2026 Guidance

Full-year 2026 consolidated and segment guidance remains the same except as follows:

•Consolidated adjusted EBITDA is expected to be in the range of $400 million to $440 million.
•IMDS operating income is expected to decrease significantly with operating income margin expected to be in the low-single-digit percentage range.
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Second Quarter 2026 Segment Results

As compared to the second quarter of 2025:

•Subsea Robotics (SSR) revenue increased to $232 million, operating income increased 3% to $66.3 million, and EBITDA margin remained flat at 35%. These results were attributable to higher ROV revenue per day utilized and increased Survey activity, as the Ocean Intervention II commenced operations. ROV revenue per day utilized increased to $11,894, while ROV fleet utilization decreased slightly to 66% from 67%, with solid activity levels in Europe and Africa largely offsetting lower activity in the U.S. Gulf.
•Manufactured Products operating income increased to $21.9 million and margin expanded to 15% on a 3% increase in revenue. These improvements were driven by increased profitability in the umbilicals business and improved results in mobility solutions. As of June 30, 2026, backlog was $445 million, with additional orders expected in the second half of the year to positively impact backlog. The book-to-bill ratio was 0.88 for the 12-month period ending on June 30, 2026.
•OPG operating income increased to $30.0 million and margin improved to 16% on a 22% increase in revenue. These results benefited from a favorable project mix, including additional international installation and intervention projects.
•IMDS revenue decreased by 6% on lower volume in West Africa, and operating income decreased by $4.5 million. The decrease in operating income was primarily due to lower activity levels and related cost absorption, as well as increased personnel-related costs, in West Africa and the Middle East.
•ADTech revenue increased 22% to $133 million, operating income increased slightly to $16.4 million, and margin declined to 12%, primarily due to program cost mix and timing.
•At the corporate level, Unallocated Expenses were essentially flat at $46.6 million, consistent with expectations.

Third Quarter 2026 Guidance

As compared to the third quarter of 2025:

Consolidated third quarter 2026 revenue is projected to increase and EBITDA is expected to be in the range of $115 million to $125 million.

At the segment level, for the third quarter of 2026:
•SSR revenue and operating income are expected to increase.
•Manufactured Products revenue and operating income are expected to slightly decrease.
•OPG revenue and operating income are expected to increase.
•IMDS revenue is expected to increase and operating income is expected to be relatively flat.
•ADTech revenue and operating income are expected to increase.
•Unallocated Expenses are expected to be in the $50 million range.

Liquidity

During the second quarter, Oceaneering initiated a series of financing transactions designed to address the maturity of its 2028 senior notes. These transactions, which will be completed during the third quarter, included the issuance of $500 million aggregate principal amount of 6.875% senior notes due 2034, the completion of a tender offer for the outstanding 2028 senior notes, and an amendment to the senior secured revolving credit facility. The amendment increased commitments from $215 million to
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$345 million and extended the facility's maturity to July 2031. Together, these actions extended Oceaneering's debt maturity profile while preserving substantial liquidity and financial flexibility.

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, 2026 Consolidated EBITDA Estimates, 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, July 23, 2026 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time), to discuss its results for the second quarter of 2026 and guidance for the third 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: consolidated adjusted EBITDA for the full year of 2026; IMDS operating income and operating income margin for the full year of 2026; orders in the second half of 2026 having a positive impact on Manufactured Products backlog; third quarter 2026 guidance for consolidated revenue, consolidated EBITDA, revenue and operating income by segment, and Unallocated Expenses; 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
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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.

Contact:

Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com

- Tables follow on next page -
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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Jun 30, 2026 Dec 31, 2025
(in thousands)
ASSETS
Current assets (including cash and cash equivalents of $629,473 and $688,874)
 $ 1,580,267  $ 1,512,400 
Net property and equipment 443,229  451,693 
Other assets 665,342  703,161 
Total Assets $ 2,688,838  $ 2,667,254 
LIABILITIES AND EQUITY
Current liabilities $ 726,232  $ 761,726 
Long-term debt 490,245  487,417 
Other long-term liabilities 303,577  341,448 
Equity 1,168,784  1,076,663 
Total Liabilities and Equity $ 2,688,838  $ 2,667,254 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
Jun 30, 2026 Jun 30, 2025 Mar 31, 2026 Jun 30, 2026 Jun 30, 2025
(in thousands, except per share amounts)
Revenue $ 768,184  $ 698,161  $ 692,429  $ 1,460,613  $ 1,372,684 
Cost of services and products 611,202  549,734  565,159  1,176,361  1,089,246 
Gross margin 156,982  148,427  127,270  284,252  283,438 
Selling, general and administrative expense 68,745  69,238  69,482  138,227  130,777 
Operating income (loss) 88,237  79,189  57,788  146,025  152,661 
Interest income 4,904  3,017  5,061  9,965  6,661 
Interest expense, net of amounts capitalized (8,456) (9,472) (9,105) (17,561) (18,547)
Equity in income (losses) of unconsolidated affiliates 1,210  311  277  1,487  673 
Other income (expense), net 182  5,371  808  990  6,346 
Income (loss) before income taxes 86,077  78,416  54,829  140,906  147,794 
Provision (benefit) for income taxes 22,497  23,974  18,722  41,219  42,975 
Net income (loss) 63,580  54,442  36,107  99,687  104,819 
Net income (loss) attributable to noncontrolling interest (1,435) —  —  (1,435) — 
Net income (loss) attributable to Oceaneering $ 65,015  $ 54,442  $ 36,107  $ 101,122  $ 104,819 
Weighted average diluted shares outstanding 100,727  101,372  100,613  100,670  101,636 
Diluted earnings (loss) per share $ 0.65  $ 0.54  $ 0.36  $ 1.00  $ 1.03 
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.
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SEGMENT INFORMATION
For the Three Months Ended For the Six Months Ended
Jun 30, 2026 Jun 30, 2025 Mar 31, 2026 Jun 30, 2026 Jun 30, 2025
($ in thousands)
Subsea Robotics
Revenue $ 232,016  $ 218,786  $ 214,273  $ 446,289  $ 424,762 
Operating income (loss) $ 66,325  $ 64,505  $ 55,508  $ 121,833  $ 124,137 
Operating income (loss) % 29  % 29  % 26  % 27  % 29  %
ROV days available 22,750  22,750  22,500  45,250  45,250 
ROV days utilized 14,930  15,289  13,674  28,604  30,382 
ROV utilization 66  % 67  % 61  % 63  % 67  %
Manufactured Products
Revenue $ 149,030  $ 145,134  $ 143,648  $ 292,678  $ 280,171 
Operating income (loss) $ 21,935  $ 18,772  $ 26,085  $ 48,020  $ 27,439 
Operating income (loss) % 15  % 13  % 18  % 16  % 10  %
Backlog at end of period $ 445,000  $ 516,000  $ 492,000  $ 445,000  $ 516,000 
Offshore Projects Group
Revenue $ 182,843  $ 149,281  $ 135,376  $ 318,219  $ 314,222 
Operating income (loss) $ 30,019  $ 21,663  $ 18,344  $ 48,363  $ 57,329 
Operating income (loss) % 16  % 15  % 14  % 15  % 18  %
Integrity Management & Digital Solutions
Revenue $ 70,844  $ 75,367  $ 67,884  $ 138,728  $ 146,785 
Operating income (loss) $ 100  $ 4,647  $ (998) $ (898) $ 8,109 
Operating income (loss) % —  % 6  % (1) % (1) % 6  %
Aerospace and Defense Technologies
Revenue $ 133,451  $ 109,593  $ 131,248  $ 264,699  $ 206,744 
Operating income (loss) $ 16,425  $ 16,299  $ 8,111  $ 24,536  $ 26,964 
Operating income (loss) % 12  % 15  % 6  % 9  % 13  %
Unallocated Expenses
Operating income (loss) $ (46,567) $ (46,697) $ (49,262) $ (95,829) $ (91,317)
Total
Revenue $ 768,184  $ 698,161  $ 692,429  $ 1,460,613  $ 1,372,684 
Operating income (loss) $ 88,237  $ 79,189  $ 57,788  $ 146,025  $ 152,661 
Operating income (loss) % 11  % 11  % 8  % 10  % 11  %
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.
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SELECTED CASH FLOW INFORMATION
For the Three Months Ended For the Six Months Ended
Jun 30, 2026 Jun 30, 2025 Mar 31, 2026 Jun 30, 2026 Jun 30, 2025
(in thousands)
Capital expenditures, including acquisitions $ 23,180  $ 30,272  $ 17,405  $ 40,585  $ 56,360 
Capitalized cloud-based service contract costs 7,648  2,536  6,964  14,612  4,263 
Total Capital Expenditures $ 30,828  $ 32,808  $ 24,369  $ 55,197  $ 60,623 
Depreciation and Amortization:
Energy Services and Products
Subsea Robotics $ 14,220  $ 12,385  $ 13,718  $ 27,938  $ 24,121 
Manufactured Products 2,779  2,741  2,774  5,553  5,391 
Offshore Projects Group 4,679  4,663  4,755  9,434  9,352 
Integrity Management & Digital Solutions 1,966  1,839  1,942  3,908  3,569 
Total Energy Services and Products 23,644  21,628  23,189  46,833  42,433 
Aerospace and Defense Technologies 1,016  900  1,006  2,022  1,733 
Unallocated Expenses 2,769  2,872  2,976  5,745  5,682 
  Total Depreciation and Amortization $ 27,429  $ 25,400  $ 27,171  $ 54,600  $ 49,848 
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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, second quarter of 2026 consolidated adjusted EBITDA, consolidated adjusted EBITDA margins, and free cash flow, third 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 third 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.
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Three Months Ended
Jun 30, 2026 Jun 30, 2025 Mar 31, 2026
Net Income (Loss) Diluted EPS Net Income (Loss) Diluted EPS Net Income (Loss) Diluted EPS
(in thousands, except per share amounts)
Net income (loss) attributable to Oceaneering and diluted EPS (GAAP) $ 65,015  $ 0.65  $ 54,442  $ 0.54  $ 36,107  $ 0.36 
Net income (loss) attributable to noncontrolling interest (GAAP) (1,435) —  — 
Adjustments, net of tax effect, for the effects of:
Foreign currency (gains) losses (335) 22  (2,663)
Total adjustments, net of tax effect (335) 22  (2,663)
Discrete tax items:
    Share-based compensation (16) (2) (2,169)
    Uncertain tax positions 736  (9) (573)
    Valuation allowances (748) (2,453) 423 
    Other (99) (2,209) (1,039)
Total discrete tax adjustments (127) (4,673) (3,358)
Total of adjustments (462) (4,651) (6,021)
Adjusted Net Income (Loss) (non-GAAP) $ 63,118  $ 0.63  $ 49,791  $ 0.49  $ 30,086  $ 0.30 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss) (GAAP) 100,727  101,372  100,613 

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)


Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Six Months Ended
Jun 30, 2026 Jun 30, 2025
Net Income (Loss) Diluted EPS Net Income (Loss) Diluted EPS
(in thousands, except per share amounts)
Net income (loss) attributable to Oceaneering and diluted EPS (GAAP) $ 101,122  $ 1.00  $ 104,819  $ 1.03 
Net income (loss) attributable to noncontrolling interest (GAAP) (1,435) — 
Adjustments, net of tax effect, for the effects of:
Foreign currency (gains) losses (2,998) (343)
Total adjustments, net of tax effect (2,998) (343)
Discrete tax items:
    Share-based compensation (2,185) (1,105)
    Uncertain tax positions 163  (2,420)
    Valuation allowances (325) (5,714)
    Other (1,138) (1,429)
Total discrete tax adjustments (3,485) (10,668)
Total of adjustments (6,483) (11,011)
Adjusted Net Income (Loss) (non-GAAP) $ 93,204  $ 0.93  $ 93,808  $ 0.92 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss) (GAAP) 100,670  101,636 
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months Ended For the Six Months Ended
Jun 30, 2026 Jun 30, 2025 Mar 31, 2026 Jun 30, 2026 Jun 30, 2025
($ in thousands)
 
Net income (loss) attributable to Oceaneering (GAAP) $ 65,015  $ 54,442  $ 36,107  $ 101,122  $ 104,819 
Net income (loss) attributable to noncontrolling interest (GAAP) (1,435) —  —  (1,435) — 
Depreciation and amortization 27,429  25,400  27,171  54,600  49,848 
Subtotal 91,009  79,842  63,278  154,287  154,667 
Interest expense, net of interest income 3,552  6,455  4,044  7,596  11,886 
Amortization included in interest expense (1,433) (1,590) (1,649) (3,082) (3,146)
Provision (benefit) for income taxes 22,497  23,974  18,722  41,219  42,975 
EBITDA (non-GAAP) 115,625  108,681  84,395  200,020  206,382 
Adjustments for the effects of:
Foreign currency (gains) losses (1,113) (5,430) (728) (1,841)   (6,480)
Total of adjustments (1,113) (5,430) (728) (1,841) (6,480)
Adjusted EBITDA (non-GAAP) $ 114,512  $ 103,251  $ 83,667  $ 198,179  $ 199,902 
Revenue $ 768,184  $ 698,161  $ 692,429  $ 1,460,613  $ 1,372,684 
EBITDA margin % (non-GAAP) 15  % 16  % 12  % 14  % 15  %
Adjusted EBITDA margin % (non-GAAP) 15  % 15  % 12  % 14  % 15  %

Free Cash Flow
For the Three Months Ended For the Six Months Ended
Jun 30, 2026 Jun 30, 2025 Mar 31, 2026 Jun 30, 2026 Jun 30, 2025
(in thousands)
Net Income (loss) (GAAP) $ 63,580  $ 54,442  $ 36,107  $ 99,687  $ 104,819 
Non-cash adjustments:
Depreciation and amortization 27,429  25,400  27,171  54,600  49,848 
Other non-cash 20,176  5,671  9,168  29,344  20,100 
Other increases (decreases) in cash from operating activities (55,979) (8,326) (131,564) (187,543) (178,298)
Cash flow provided by (used in) operating activities (GAAP) 55,206  77,187  (59,118) (3,912) (3,531)
Purchases of property and equipment (23,180) (30,272) (17,405) (40,585) (56,360)
Free Cash Flow (non-GAAP) $ 32,026  $ 46,915  $ (76,523) $ (44,497) $ (59,891)
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
2026 Consolidated EBITDA Estimates
For the Three Months Ending
September 30, 2026
Low High
(in thousands)
Income (loss) before income taxes $ 84,000  $ 90,000 
Depreciation and amortization 27,000  30,000 
Subtotal 111,000  120,000 
Interest expense, net of interest income 6,000  7,000 
Amortization included in interest expense (2,000) (2,000)
Consolidated EBITDA $ 115,000  $ 125,000 
For the Year Ending
December 31, 2026
Low High
(in thousands)
Income (loss) before income taxes $ 280,000  $ 307,000 
Depreciation and amortization 105,000  114,000 
Subtotal 385,000  421,000 
Interest expense, net of interest income 21,000  26,000 
Amortization included in interest expense (6,000) (7,000)
Consolidated EBITDA $ 400,000  $ 440,000 
2026 Free Cash Flow Estimate
For the Year Ending
December 31, 2026
Low High
(in thousands)
Net income (loss) $ 184,000  $ 203,000 
Depreciation and amortization 105,000  114,000 
Other increases (decreases) in cash from operating activities (84,000) (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 
    
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended June 30, 2026
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) (GAAP) $ 66,325 $ 21,935 $ 30,019 $ 100 $ 16,425 $ (46,567) $ 88,237
Adjustments for the effects of:
Depreciation and amortization 14,220 2,779 4,679 1,966 1,016 2,769 27,429
Other pre-tax — — — — — (41) (41)
EBITDA (non-GAAP) 80,545 24,714 34,698 2,066 17,441 (43,839) 115,625
Adjustments for the effects of:
Foreign currency (gains) losses — — — — — (1,113) (1,113)
Total of adjustments — — — — — (1,113) (1,113)
Adjusted EBITDA (non-GAAP) $ 80,545 $ 24,714 $ 34,698 $ 2,066 $ 17,441 $ (44,952) $ 114,512
Revenue $ 232,016 $ 149,030 $ 182,843 $ 70,844 $ 133,451 $ 768,184
Operating income (loss) % (GAAP) 29  % 15  % 16  % —  % 12  % 11  %
EBITDA Margin (non-GAAP) 35  % 17  % 19  % 3  % 13  % 15  %
Adjusted EBITDA Margin (non-GAAP) 35  % 17  % 19  % 3  % 13  % 15  %
For the Three Months Ended June 30, 2025
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) (GAAP) $ 64,505 $ 18,772 $ 21,663 $ 4,647 $ 16,299 $ (46,697) $ 79,189
Adjustments for the effects of:
Depreciation and amortization 12,385 2,741 4,663 1,839 900 2,872 25,400
Other pre-tax — — — — — 4,092 4,092
EBITDA (non-GAAP) 76,890 21,513 26,326 6,486 17,199 (39,733) 108,681
Adjustments for the effects of:
Foreign currency (gains) losses — — — — — (5,430) (5,430)
Total of adjustments — — — — — (5,430) (5,430)
Adjusted EBITDA (non-GAAP) $ 76,890 $ 21,513 $ 26,326 $ 6,486 $ 17,199 $ (45,163) $ 103,251
Revenue $ 218,786 $ 145,134 $ 149,281 $ 75,367 $ 109,593 $ 698,161
Operating income (loss) % (GAAP) 29  % 13  % 15  % 6  % 15  % 11  %
EBITDA Margin (non-GAAP) 35  % 15  % 18  % 9  % 16  % 16  %
Adjusted EBITDA Margin (non-GAAP) 35  % 15  % 18  % 9  % 16  % 15  %
`
12

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
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) (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 (non-GAAP) 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 (non-GAAP) $ 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) % (GAAP) 26  % 18  % 14  % (1) % 6  % 8  %
EBITDA Margin (non-GAAP) 32  % 20  % 17  % 1  % 7  % 12  %
Adjusted EBITDA Margin (non-GAAP) 32  % 20  % 17  % 1  % 7  % 12  %
13

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Six Months Ended June 30, 2026
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) (GAAP) $ 121,833 $ 48,020 $ 48,363 $ (898) $ 24,536 $ (95,829) $ 146,025
Adjustments for the effects of:
Depreciation and amortization 27,938 5,553 9,434 3,908 2,022 5,745 54,600
Other pre-tax — — — — — (605) (605)
EBITDA (non-GAAP) 149,771 53,573 57,797 3,010 26,558 (90,689) 200,020
Adjustments for the effects of:
Foreign currency (gains) losses — — — — — (1,841) (1,841)
Total of adjustments — — — — — (1,841) (1,841)
Adjusted EBITDA (non-GAAP) $ 149,771 $ 53,573 $ 57,797 $ 3,010 $ 26,558 $ (92,530) $ 198,179
Revenue $ 446,289 $ 292,678 $ 318,219 $ 138,728 $ 264,699 $ 1,460,613
Operating income (loss) % (GAAP) 27  % 16  % 15  % (1) % 9  % 10  %
EBITDA Margin (non-GAAP) 34  % 18  % 18  % 2  % 10  % 14  %
Adjusted EBITDA Margin (non-GAAP) 34  % 18  % 18  % 2  % 10  % 14  %
For the Six Months Ended June 30, 2025
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) (GAAP) $ 124,137  $ 27,439  $ 57,329  $ 8,109  $ 26,964  $ (91,317) $ 152,661 
Adjustments for the effects of:
Depreciation and amortization 24,121  5,391  9,352  3,569  1,733  5,682  49,848 
Other pre-tax —  —  —  —  —  3,873  3,873 
EBITDA (non-GAAP) 148,258  32,830  66,681  11,678  28,697  (81,762) 206,382 
Adjustments for the effects of:
Foreign currency (gains) losses —  —  —  —  —  (6,480) (6,480)
Total of adjustments —  —  —  —  —  (6,480) (6,480)
Adjusted EBITDA (non-GAAP) $ 148,258  $ 32,830  $ 66,681  $ 11,678  $ 28,697  $ (88,242) $ 199,902 
Revenue $ 424,762  $ 280,171  $ 314,222  $ 146,785  $ 206,744  $ 1,372,684 
Operating income (loss) % (GAAP) 29  % 10  % 18  % 6  % 13  % 11  %
EBITDA Margin (non-GAAP) 35  % 12  % 21  % 8  % 14  % 15  %
Adjusted EBITDA Margin (non-GAAP) 35  % 12  % 21  % 8  % 14  % 15  %
14