Form 8-K

8-K — OCEANEERING INTERNATIONAL INC

Accession: 0000073756-26-000152

Filed: 2026-10-21

Period: 2026-10-21

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-20261021.htm (Primary)

EX-99.1 — EX-99.1 OCEANEERING 3Q 2026 EARNINGS RELEASE (exhibit_991x8kx3qx2026.htm)

GRAPHIC — 0CEANEERING LOGO (oii-20261021_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — 8-K OCEANEERING 3Q 2026 EARNINGS RELEASE

8-K (Primary)

Filename: oii-20261021.htm · Sequence: 1

oii-20261021

OCEANEERING INTERNATIONAL INCfalse000007375600000737562026-10-212026-10-21

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): October 21, 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 October 21, 2026, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the third quarter ended September 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

Press Release of Oceaneering International, Inc., dated October 21, 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:

October 21, 2026

By:

/S/ CATHERINE E. DUNN

Catherine E. Dunn

Vice President and Chief Accounting Officer

EX-99.1 — EX-99.1 OCEANEERING 3Q 2026 EARNINGS RELEASE

EX-99.1

Filename: exhibit_991x8kx3qx2026.htm · Sequence: 2

Document

Exhibit 99.1

Oceaneering Reports Third Quarter 2026 Results

HOUSTON, October 21, 2026 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported third quarter 2026 results.

Third Quarter 2026 Results

•As compared to the third quarter of 2025:

◦Revenue increased 6% to $785 million.

◦Operating income increased 7% to $92.2 million.

◦Net income attributable to Oceaneering decreased 26% to $52.6 million.

◦Adjusted EBITDA increased 7% to $119 million.

•Cash Generation

◦Cash flow provided by operating activities was $163 million.

◦Free cash flow was $142 million.

•Balance Sheet and Capital Allocation

◦Quarter-end cash and cash equivalents totaled $735 million, compared to $506 million at the end of the same period last year.

◦Shares repurchased were 101,038 for approximately $5.0 million.

Rod Larson, Oceaneering's President and Chief Executive Officer, commented, “Our third-quarter results were in line with our guidance and consensus estimates. Subsea Robotics (SSR) delivered improved year-over-year results, while Offshore Projects Group (OPG) continued to perform well. We generated significant free cash flow during the quarter as a result of improved operational cash and lower tax payments and capital spend. We expect free cash flow generation to moderate in the fourth quarter, but we remain on track to achieve the top end of our full-year guidance.

“As we look ahead, we expect to see typical seasonality and changes in geographic and project mix in the fourth quarter. Beyond the fourth quarter, we expect improved performance in 2027, with EBITDA increasing compared to 2026.

“Third-quarter bookings included meaningful awards across SSR, Manufactured Products, and Aerospace and Defense Technologies (ADTech). Together with our existing backlog and sales opportunities across our businesses, this provides a solid foundation as we enter 2027. Based on our current expectations, we are initiating full-year 2027 EBITDA guidance in the range of $430 million to $480 million.”

Third Quarter 2026 Segment Results

As compared to the third quarter of 2025:

•SSR revenue increased to $233 million, operating income rose 16% to $75.4 million, and EBITDA margin expanded to 39%. Higher ROV revenue per day utilized, increased Survey activity, and improved margins in ROV operations and in Survey contributed to the year-over-year improvements. ROV revenue per day utilized increased to $11,781, while ROV fleet

utilization remained at 65%. Increased ROV activity in Europe, Guyana, and West Africa largely offset lower activity in the U.S. Gulf.

•Manufactured Products revenue increased 8%, while operating income was relatively flat at $25.1 million and margin decreased to 15%. Umbilical manufacturing activity was relatively stable compared with the prior year. Increased revenue was primarily attributable to the final resolution of a legacy mobility solutions contract, while lower activity and profitability in Grayloc Products affected operating results. As of September 30, 2026, backlog was $435 million. The book-to-bill ratio was 0.77 for the 12-month period ending on September 30, 2026.

•OPG revenue, operating income, and margin remained relatively flat. Results benefited from a favorable mix of installation projects, which more than offset lower activity in West Africa and a less favorable project mix in the U.S. Gulf.

•Integrity Management and Digital Solutions (IMDS) revenue increased 7% while operating income was relatively flat. Increased activity in the Middle East, Europe, and the U.S. Gulf was partially offset by lower activity in West Africa, a shift in project mix, and increased costs in the Middle East.

•ADTech revenue increased 7% to $135 million, operating income decreased to $14.7 million, and margin declined to 11%. The lower operating results reflect increases in pass-through activities and certain program costs.

•At the corporate level, Unallocated Expenses increased to $50.0 million, consistent with expectations.

Fourth Quarter 2026 Guidance

As compared to the fourth quarter of 2025:

Consolidated fourth quarter 2026 revenue is expected to increase and EBITDA is expected to be in the range of $85 million to $95 million.

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

•SSR revenue is expected to increase and operating income is expected to decrease, reflecting lower ROV utilization as certain rigs transit from the U.S. Gulf to other regions, a shift in ROV geographic mix, and increased mobilization costs.

•Manufactured Products revenue and operating income are expected to increase.

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

•IMDS revenue and operating income are expected to increase.

•ADTech revenue and operating income are expected to increase.

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

Initial Full-Year 2027 Guidance

•Consolidated EBITDA is expected to be in the range of $430 million to $480 million.

•Free cash flow generation is expected to exceed the level forecasted for 2026.

•Share repurchase activity is expected to continue.

Oceaneering will provide more specific guidance on its expectations for 2027 in its fourth quarter 2026 earnings release and conference call.

Liquidity

During the third quarter, Oceaneering completed a series of financing transactions that strengthened its capital structure, including the issuance of $500 million aggregate principal amount of 6.875% Senior Notes due 2034 and the amendment and extension of its revolving credit facility, which increased commitments to $345 million and extended maturity to July 2031. These actions significantly extended

Oceaneering's debt maturity profile, reduced refinancing risk, and enhanced long-term financial flexibility. As of September 30, 2026, Oceaneering held approximately $735 million of cash and, together with available borrowing capacity under its revolving credit facility, had more than $1.0 billion of liquidity to support ongoing operations, strategic investments, and future growth initiatives.

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 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, October 22, 2026 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time), to discuss its results for the third quarter of 2026, guidance for the fourth quarter of 2026, and initial guidance for the full year of 2027. A link to the webcast is 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: expectation that full-year free cash flow generation will be in line with prior guidance; fourth quarter 2026 guidance for consolidated revenue, consolidated EBITDA, revenue and operating income by segment, and Unallocated Expenses; implied full-year 2026 guidance for consolidated adjusted EBITDA; initial full-year 2027 guidance for consolidated EBITDA and free cash flow; the expectation that share repurchase activity will continue in 2027; 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:

Hilary Frisbie

Senior Director, Investor Relations

Oceaneering International, Inc.

713-329-4755

investorrelations@oceaneering.com

- Tables follow on next page -

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Sep 30, 2026 Dec 31, 2025

(in thousands)

ASSETS

Current assets (including cash and cash equivalents of $734,941 and $688,874)

$ 1,691,204 $ 1,512,400

Net property and equipment 440,711 451,693

Other assets 643,531 703,161

Total Assets $ 2,775,446 $ 2,667,254

LIABILITIES AND EQUITY

Current liabilities $ 769,849 $ 761,726

Long-term debt 491,417 487,417

Other long-term liabilities 287,298 341,448

Equity 1,226,882 1,076,663

Total Liabilities and Equity $ 2,775,446 $ 2,667,254

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended For the Nine Months Ended

Sep 30, 2026 Sep 30, 2025 Jun 30, 2026 Sep 30, 2026 Sep 30, 2025

(in thousands, except per share amounts)

Revenue $ 784,554 $ 742,898 $ 768,184 $ 2,245,167 $ 2,115,582

Cost of services and products 619,996 590,166 611,202 1,796,357 1,679,412

Gross margin 164,558 152,732 156,982 448,810 436,170

Selling, general and administrative expense 72,405 66,224 68,745 210,632 197,001

Operating income (loss) 92,153 86,508 88,237 238,178 239,169

Interest income 5,789 3,704 4,904 15,754 10,365

Interest expense, net of amounts capitalized (8,755) (9,381) (8,456) (26,316) (27,928)

Equity in income (losses) of unconsolidated affiliates 357 97 1,210 1,844 770

Gain (loss) on extinguishment of debt (19,034) — — (19,034) —

Other income (expense), net (1,439) (1,021) 182 (449) 5,325

Income (loss) before income taxes 69,071 79,907 86,077 209,977 227,701

Provision (benefit) for income taxes 16,509 8,618 22,497 57,728 51,593

Net income (loss) 52,562 71,289 63,580 152,249 176,108

Net income (loss) attributable to noncontrolling interest (56) — (1,435) (1,491) —

Net income (loss) attributable to Oceaneering $ 52,618 $ 71,289 $ 65,015 $ 153,740 $ 176,108

Weighted average diluted shares outstanding 100,805 101,057 100,727 100,714 101,446

Diluted earnings (loss) per share $ 0.52 $ 0.71 $ 0.65 $ 1.53 $ 1.74

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 For the Nine Months Ended

Sep 30, 2026 Sep 30, 2025 Jun 30, 2026 Sep 30, 2026 Sep 30, 2025

($ in thousands)

Subsea Robotics

Revenue $ 232,995 $ 218,767 $ 232,016 $ 679,284 $ 643,529

Operating income (loss) $ 75,363 $ 65,142 $ 66,325 $ 197,196 $ 189,279

Operating income (loss) % 32 % 30 % 29 % 29 % 29 %

ROV days available 23,000 23,000 22,750 68,250 68,250

ROV days utilized 14,897 14,962 14,930 43,501 45,344

ROV utilization 65 % 65 % 66 % 64 % 66 %

Manufactured Products

Revenue $ 168,156 $ 156,395 $ 149,030 $ 460,834 $ 436,566

Operating income (loss) $ 25,066 $ 24,651 $ 21,935 $ 73,086 $ 52,090

Operating income (loss) % 15 % 16 % 15 % 16 % 12 %

Backlog at end of period $ 435,000 $ 568,000 $ 445,000 $ 435,000 $ 568,000

Offshore Projects Group

Revenue $ 172,523 $ 171,046 $ 182,843 $ 490,742 $ 485,268

Operating income (loss) $ 24,222 $ 23,692 $ 30,019 $ 72,585 $ 81,021

Operating income (loss) % 14 % 14 % 16 % 15 % 17 %

Integrity Management & Digital Solutions

Revenue $ 75,806 $ 70,781 $ 70,844 $ 214,534 $ 217,566

Operating income (loss) $ 2,752 $ 2,756 $ 100 $ 1,854 $ 10,865

Operating income (loss) % 4 % 4 % — % 1 % 5 %

Aerospace and Defense Technologies

Revenue $ 135,074 $ 125,909 $ 133,451 $ 399,773 $ 332,653

Operating income (loss) $ 14,749 $ 16,557 $ 16,425 $ 39,285 $ 43,521

Operating income (loss) % 11 % 13 % 12 % 10 % 13 %

Unallocated Expenses

Operating income (loss) $ (49,999) $ (46,290) $ (46,567) $ (145,828) $ (137,607)

Total

Revenue $ 784,554 $ 742,898 $ 768,184 $ 2,245,167 $ 2,115,582

Operating income (loss) $ 92,153 $ 86,508 $ 88,237 $ 238,178 $ 239,169

Operating income (loss) % 12 % 12 % 11 % 11 % 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.

SELECTED CASH FLOW INFORMATION

For the Three Months Ended For the Nine Months Ended

Sep 30, 2026 Sep 30, 2025 Jun 30, 2026 Sep 30, 2026 Sep 30, 2025

(in thousands)

Capital expenditures, including acquisitions $ 21,112 $ 24,215 $ 23,180 $ 61,697 $ 80,575

Capitalized cloud-based service contract costs 5,676 7,161 7,648 20,288 11,424

Total Capital Expenditures $ 26,788 $ 31,376 $ 30,828 $ 81,985 $ 91,999

Depreciation and Amortization:

Energy Services and Products

Subsea Robotics $ 14,342 $ 13,283 $ 14,220 $ 42,280 $ 37,404

Manufactured Products 2,753 2,768 2,779 8,306 8,159

Offshore Projects Group 4,731 4,290 4,679 14,165 13,642

Integrity Management & Digital Solutions 2,077 1,830 1,966 5,985 5,399

Total Energy Services and Products 23,903 22,171 23,644 70,736 64,604

Aerospace and Defense Technologies 950 1,082 1,016 2,972 2,815

Unallocated Expenses 1,725 2,870 2,769 7,470 8,552

Total Depreciation and Amortization $ 26,578 $ 26,123 $ 27,429 $ 81,178 $ 75,971

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, 2025 consolidated adjusted EBITDA and free cash flow, third quarter of 2026 consolidated adjusted EBITDA, consolidated adjusted EBITDA margins, and free cash flow, fourth quarter of 2026 consolidated EBITDA estimate, full year 2026 free cash flow estimate, and full year 2027 consolidated EBITDA estimate, 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 fourth quarter and full year of 2026 and for the full year of 2027, 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

Sep 30, 2026 Sep 30, 2025 Jun 30, 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) $ 52,618 $ 0.52 $ 71,289 $ 0.71 $ 65,015 $ 0.65

Net income (loss) attributable to noncontrolling interest (GAAP) (56) — (1,435)

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

Foreign currency (gains) losses 1,012 97 (335)

Total adjustments, net of tax effect 1,012 97 (335)

Discrete tax items:

Share-based compensation (4) (4) (16)

Uncertain tax positions (3,759) (1,106) 736

Valuation allowances (1,815) (6,279) (748)

Other 2,030 (8,236) (99)

Total discrete tax adjustments (3,548) (15,625) (127)

Total of adjustments (2,536) (15,528) (462)

Adjusted Net Income (Loss) (non-GAAP) $ 50,026 $ 0.50 $ 55,761 $ 0.55 $ 63,118 $ 0.63

Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss) (GAAP) 100,805 101,057 100,727

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)

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

For the Nine Months Ended

Sep 30, 2026 Sep 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) $ 153,740 $ 1.53 $ 176,108 $ 1.74

Net income (loss) attributable to noncontrolling interest (GAAP) (1,491) —

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

Foreign currency (gains) losses (1,986) (246)

Total adjustments, net of tax effect (1,986) (246)

Discrete tax items:

Share-based compensation (2,189) (1,109)

Uncertain tax positions (3,596) (3,526)

Valuation allowances (2,140) (11,993)

892 (9,665)

Total discrete tax adjustments (7,033) (26,293)

Total of adjustments (9,019) (26,539)

Adjusted Net Income (Loss) (non-GAAP) $ 143,230 $ 1.42 $ 149,569 $ 1.47

Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss) (GAAP) 100,714 101,446

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)

EBITDA and Adjusted EBITDA and Margins

For the Three Months Ended For the Nine Months Ended

Sep 30, 2026 Sep 30, 2025 Jun 30, 2026 Sep 30, 2026 Sep 30, 2025

($ in thousands)

Net income (loss) attributable to Oceaneering (GAAP) $ 52,618 $ 71,289 $ 65,015 $ 153,740 $ 176,108

Net income (loss) attributable to noncontrolling interest (GAAP) (56) — (1,435) (1,491) —

Depreciation and amortization 26,578 26,123 27,429 81,178 75,971

Subtotal 79,140 97,412 91,009 233,427 252,079

Interest expense, net of interest income 2,966 5,677 3,552 10,562 17,563

Amortization included in interest expense (443) (1,627) (1,433) (3,525) (4,773)

Provision (benefit) for income taxes 16,509 8,618 22,497 57,728 51,593

EBITDA (non-GAAP) 98,172 110,080 115,625 298,192 316,462

Adjustments for the effects of:

(Gain) loss on extinguishment of debt 19,034 — — 19,034 —

Foreign currency (gains) losses 2,156 999 (1,113) 315 (5,481)

Total of adjustments 21,190 999 (1,113) 19,349 (5,481)

Adjusted EBITDA (non-GAAP) $ 119,362 $ 111,079 $ 114,512 $ 317,541 $ 310,981

Revenue $ 784,554 $ 742,898 $ 768,184 $ 2,245,167 $ 2,115,582

EBITDA margin % (non-GAAP) 13 % 15 % 15 % 13 % 15 %

Adjusted EBITDA margin % (non-GAAP) 15 % 15 % 15 % 14 % 15 %

Free Cash Flow

For the Three Months Ended For the Nine Months Ended

Sep 30, 2026 Sep 30, 2025 Jun 30, 2026 Sep 30, 2026 Sep 30, 2025

(in thousands)

Net Income (loss) (GAAP) $ 52,562 $ 71,289 $ 63,580 $ 152,249 $ 176,108

Non-cash adjustments:

Depreciation and amortization 26,578 26,123 27,429 81,178 75,971

Other non-cash 20,749 (204) 20,176 50,093 19,896

Other increases (decreases) in cash from operating activities 63,145 4,055 (55,979) (124,398) (174,243)

Cash flow provided by (used in) operating activities (GAAP) 163,034 101,263 55,206 159,122 97,732

Purchases of property and equipment (21,112) (24,215) (23,180) (61,697) (80,575)

Free Cash Flow (non-GAAP) $ 141,922 $ 77,048 $ 32,026 $ 97,425 $ 17,157

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)

2027 Consolidated EBITDA Estimate

For the Year Ending

December 31, 2027

Low High

(in thousands)

Income (loss) before income taxes $ 310,000 $ 347,000

Depreciation and amortization 105,000 114,000

Subtotal 415,000 461,000

Interest expense, net of interest income 21,000 26,000

Amortization included in interest expense (6,000) (7,000)

Consolidated EBITDA $ 430,000 $ 480,000

2026 Consolidated EBITDA Estimate

For the Three Months Ending

December 31, 2026

Low High

(in thousands)

Income (loss) before income taxes $ 50,000 $ 67,000

Depreciation and amortization 29,000 25,000

Subtotal 79,000 92,000

Interest expense, net of interest income 7,000 5,000

Amortization included in interest expense (1,000) (2,000)

Consolidated EBITDA $ 85,000 $ 95,000

2026 Free Cash Flow Estimate

For the Year Ending

December 31, 2026

Low High

(in thousands)

Net income (loss) $ 183,000 $ 194,000

Depreciation and amortization 110,000 106,000

Other increases (decreases) in cash from operating activities (88,000) (65,000)

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 September 30, 2026

SSR MP OPG IMDS ADTech Unallocated Expenses and other Total

($ in thousands)

Operating Income (Loss) (GAAP) $ 75,363 $ 25,066 $ 24,222 $ 2,752 $ 14,749 $ (49,999) $ 92,153

Adjustments for the effects of:

Depreciation and amortization 14,342 2,753 4,731 2,077 950 1,725 26,578

Other pre-tax — — — — — (20,559) (20,559)

EBITDA (non-GAAP) 89,705 27,819 28,953 4,829 15,699 (68,833) 98,172

Adjustments for the effects of:

(Gain) loss on extinguishment of debt — — — — — 19,034 19,034

Foreign currency (gains) losses — — — — — 2,156 2,156

Total of adjustments — — — — — 21,190 21,190

Adjusted EBITDA (non-GAAP) $ 89,705 $ 27,819 $ 28,953 $ 4,829 $ 15,699 $ (47,643) $ 119,362

Revenue $ 232,995 $ 168,156 $ 172,523 $ 75,806 $ 135,074 $ 784,554

Operating income (loss) % (GAAP) 32 % 15 % 14 % 4 % 11 % 12 %

EBITDA Margin (non-GAAP) 39 % 17 % 17 % 6 % 12 % 13 %

Adjusted EBITDA Margin (non-GAAP) 39 % 17 % 17 % 6 % 12 % 15 %

For the Three Months Ended September 30, 2025

SSR MP OPG IMDS ADTech Unallocated Expenses and other Total

($ in thousands)

Operating Income (Loss) (GAAP) $ 65,142 $ 24,651 $ 23,692 $ 2,756 $ 16,557 $ (46,290) $ 86,508

Adjustments for the effects of:

Depreciation and amortization 13,283 2,768 4,290 1,830 1,082 2,870 26,123

Other pre-tax — — — — — (2,551) (2,551)

EBITDA (non-GAAP) 78,425 27,419 27,982 4,586 17,639 (45,971) 110,080

Adjustments for the effects of:

Foreign currency (gains) losses — — — — — 999 999

Total of adjustments — — — — — 999 999

Adjusted EBITDA (non-GAAP) $ 78,425 $ 27,419 $ 27,982 $ 4,586 $ 17,639 $ (44,972) $ 111,079

Revenue $ 218,767 $ 156,395 $ 171,046 $ 70,781 $ 125,909 $ 742,898

Operating income (loss) % (GAAP) 30 % 16 % 14 % 4 % 13 % 12 %

EBITDA Margin (non-GAAP) 36 % 18 % 16 % 6 % 14 % 15 %

Adjusted EBITDA Margin (non-GAAP) 36 % 18 % 16 % 6 % 14 % 15 %

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 %

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)

EBITDA and Adjusted EBITDA and Margins by Segment

For the Nine Months Ended September 30, 2026

SSR MP OPG IMDS ADTech Unallocated Expenses and other Total

($ in thousands)

Operating Income (Loss) (GAAP) $ 197,196 $ 73,086 $ 72,585 $ 1,854 $ 39,285 $ (145,828) $ 238,178

Adjustments for the effects of:

Depreciation and amortization 42,280 8,306 14,165 5,985 2,972 7,470 81,178

Other pre-tax — — — — — (21,164) (21,164)

EBITDA (non-GAAP) 239,476 81,392 86,750 7,839 42,257 (159,522) 298,192

Adjustments for the effects of:

(Gain) loss on extinguishment of debt — — — — — 19,034 19,034

Foreign currency (gains) losses — — — — — 315 315

Total of adjustments — — — — — 19,349 19,349

Adjusted EBITDA (non-GAAP) $ 239,476 $ 81,392 $ 86,750 $ 7,839 $ 42,257 $ (140,173) $ 317,541

Revenue $ 679,284 $ 460,834 $ 490,742 $ 214,534 $ 399,773 $ 2,245,167

Operating income (loss) % (GAAP) 29 % 16 % 15 % 1 % 10 % 11 %

EBITDA Margin (non-GAAP) 35 % 18 % 18 % 4 % 11 % 13 %

Adjusted EBITDA Margin (non-GAAP) 35 % 18 % 18 % 4 % 11 % 14 %

For the Nine Months Ended September 30, 2025

SSR MP OPG IMDS ADTech Unallocated Expenses and other Total

($ in thousands)

Operating Income (Loss) (GAAP) $ 189,279 $ 52,090 $ 81,021 $ 10,865 $ 43,521 $ (137,607) $ 239,169

Adjustments for the effects of:

Depreciation and amortization 37,404 8,159 13,642 5,399 2,815 8,552 75,971

Other pre-tax — — — — — 1,322 1,322

EBITDA (non-GAAP) 226,683 60,249 94,663 16,264 46,336 (127,733) 316,462

Adjustments for the effects of:

Foreign currency (gains) losses — — — — — (5,481) (5,481)

Total of adjustments — — — — — (5,481) (5,481)

Adjusted EBITDA (non-GAAP) $ 226,683 $ 60,249 $ 94,663 $ 16,264 $ 46,336 $ (133,214) $ 310,981

Revenue $ 643,529 $ 436,566 $ 485,268 $ 217,566 $ 332,653 $ 2,115,582

Operating income (loss) % (GAAP) 29 % 12 % 17 % 5 % 13 % 11 %

EBITDA Margin (non-GAAP) 35 % 14 % 20 % 7 % 14 % 15 %

Adjusted EBITDA Margin (non-GAAP) 35 % 14 % 20 % 7 % 14 % 15 %

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