Form 8-K

8-K — OCEANEERING INTERNATIONAL INC

Accession: 0000073756-26-000080

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0000073756

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — oii-20260422.htm (Primary)

EX-99.1 — EX-99.1 OCEANEERING 1Q 2026 EARNINGS RELEASE (exhibit_991x8kx1qx2026.htm)

GRAPHIC — 0CEANEERING LOGO (oii-20260422_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — 8-K OCEANEERING 1Q 2026 EARNINGS RELEASE

8-K (Primary)

Filename: oii-20260422.htm · Sequence: 1

oii-20260422

OCEANEERING INTERNATIONAL INCfalse000007375600000737562026-04-222026-04-22

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): April 22, 2026

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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,

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 April 22, 2026, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the first quarter ended March 31, 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

Press Release of Oceaneering International, Inc., dated April 22, 2026.

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:

April 22, 2026

By:

/S/ CATHERINE E. DUNN

Catherine E. Dunn

Vice President and Chief Accounting Officer

EX-99.1 — EX-99.1 OCEANEERING 1Q 2026 EARNINGS RELEASE

EX-99.1

Filename: exhibit_991x8kx1qx2026.htm · Sequence: 2

Document

Exhibit 99.1

Oceaneering Reports First Quarter 2026 Results

HOUSTON, April 22, 2026 – 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.

Contact:

investorrelations@oceaneering.com

Hilary Frisbie

Senior Director, Investor Relations

Oceaneering International, Inc.

713-329-4755

- Tables follow on next page -

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

(continued)

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

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)

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

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)

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

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) 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 %

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

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 %

GRAPHIC — 0CEANEERING LOGO

GRAPHIC

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v3.26.1

Document and Entity Information Document

Apr. 22, 2026

Cover Page [Abstract]

Document Type

8-K

Entity Registrant Name

OCEANEERING INTERNATIONAL INC

Entity Incorporation, State or Country Code

Entity File Number

1-10945

Entity Tax Identification Number

95-2628227

Entity Address, Address Line One

5875 North Sam Houston Parkway West, Suite 400

Entity Address, City or Town

Houston,

Entity Address, State or Province

Entity Address, Postal Zip Code

77086

City Area Code

713

Local Phone Number

329-4500

Written Communications

false

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false

Pre-commencement Tender Offer

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Title of 12(b) Security

Common stock, par value $0.25 per share

Trading Symbol

OII

Security Exchange Name

NYSE

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Entity Central Index Key

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Document Period End Date

Apr. 22, 2026

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