Civeo Corp (NYSE: CVEO) reaches cooperation deal with Engine Capital, adding two board members

Rhea-AI Filing Summary

Engine Capital filed Amendment No. 4 to its Schedule 13D on Civeo Corp (CVEO), updating its disclosure as an active shareholder. Engine-related entities report beneficial ownership of up to 1,338,114 common shares, representing 11.6% of Civeo’s common shares, held by Engine Capital Management, LP, Engine Capital Management GP, LLC, and Arnaud Ajdler.

The amendment centers on a new Cooperation Agreement entered on November 25, 2025 between Engine and Civeo. Under this agreement, Civeo’s board will appoint Daniel B. Silvers as a Class III director through the 2026 annual meeting and Jeffrey B. Scofield as a Class I director through the 2027 annual meeting. Mr. Silvers will join the Compensation and ESG & Nominating committees, while Mr. Scofield will join the Audit and Finance & Investment committees.

The agreement also includes customary standstill, voting commitments, expense reimbursement and mutual non-disparagement provisions that run through a defined termination date tied to the 2026 and 2027 shareholder meeting timelines, and restricts Civeo’s board size to no more than nine members during a specified period.

Insights

Corporate governance and activism analyst

Engine Capital formalizes an activist settlement with Civeo, gaining board representation and committee roles.

The filing shows Engine Capital Management, LP and related entities holding 1,338,114 Civeo common shares, or 11.6% of the class. That level of beneficial ownership positions Engine as a significant shareholder with meaningful influence over governance discussions.

The new Cooperation Agreement dated November 25, 2025 provides for appointing Daniel B. Silvers and Jeffrey B. Scofield to the board, with Mr. Silvers joining the Compensation and ESG & Nominating committees and Mr. Scofield joining the Audit and Finance & Investment committees. Committee assignments give Engine-associated directors direct input on pay, capital allocation, and oversight matters.

The agreement includes standstill and voting commitments, mutual non-disparagement, expense reimbursement, and a cap keeping the board at no more than nine members from the conclusion of the 2026 annual meeting until the specified termination date. These terms suggest a negotiated truce that stabilizes the shareholder relationship while allowing Engine to participate in governance through at least the 2027 annual meeting cycle.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Civeo Corp

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

17878Y207

(CUSIP Number)

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

ENGINE CAPITAL, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,111,951.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,111,951.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,111,951.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

Engine Jet Capital, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 112,228.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 112,228.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

112,228.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

Engine Lift Capital, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 113,935.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 113,935.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

113,935.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

Engine Capital Management, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,338,114.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,338,114.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,338,114.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

Engine Capital Management GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,338,114.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,338,114.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,338,114.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

Engine Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,224,179.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,224,179.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,224,179.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

Engine Investments II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 113,935.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 113,935.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

113,935.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 17878Y207

1

Name of reporting person

Ajdler Arnaud

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BELGIUM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,338,114.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,338,114.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,338,114.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Civeo Corp
(c)	Address of Issuer's Principal Executive Offices: THREE ALLEN CENTER, 333 CLAY STREET, SUITE 4400, HOUSTON, TEXAS , 77002.
Item 1 Comment: The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On November 25, 2025, Engine Capital and certain of its affiliates (collectively, "Engine") entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer agreed to appoint Daniel B. Silvers as a Class III director, with an initial term expiring at the Issuer's 2026 annual general meeting of shareholders (the "2026 Annual Meeting"), and Jeffrey B. Scofield as a Class I director, with an initial term expiring at the Issuer's 2027 annual general meeting of shareholders (the "2027 Annual Meeting"), to the Issuer's Board of Directors (the "Board"). Pursuant to the Cooperation Agreement, the Issuer agreed to appoint Mr. Silvers to the Compensation Committee and the Environmental, Social, Governance and Nominating Committee of the Board and Mr. Scofield to the Audit Committee and the Finance and Investment Committee of the Board. The terms of the Cooperation Agreement also include customary standstill restrictions, voting commitments, expense reimbursement and other provisions, such as a mutual non-disparagement provision, which will remain in effect until the date that is the earlier of (i) 30 days prior to the deadline for the submission of shareholder director nominations for the 2027 Annual Meeting and (ii) 120 days prior to the first anniversary of the 2026 Annual Meeting, subject to extension in the event the Issuer irrevocably offers to re-nominate Mr. Silvers at the 2027 Annual Meeting and Engine Capital accepts such offer (the "Termination Date"). The Issuer agreed that the Board's size shall be no greater than nine members without Engine Capital's written consent from the conclusion of the 2026 Annual Meeting until the Termination Date. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On November 25, 2025, Engine and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Cooperation Agreement, dated November 25, 2025 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on November 28, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ENGINE CAPITAL, L.P.

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner
Date:	12/01/2025

Engine Jet Capital, L.P.

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner
Date:	12/01/2025

Engine Lift Capital, LP

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler, Managing Member of Engine Investments II, LLC, its General Partner
Date:	12/01/2025

Engine Capital Management, LP

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler, Managing Member of Engine Capital Management GP, LLC, its General Partner
Date:	12/01/2025

Engine Capital Management GP, LLC

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler, Managing Member
Date:	12/01/2025

Engine Investments, LLC

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler, Managing Member
Date:	12/01/2025

Engine Investments II, LLC

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler, Managing Member
Date:	12/01/2025

Ajdler Arnaud

Signature:	/s/ Arnaud Ajdler
Name/Title:	Arnaud Ajdler
Date:	12/01/2025

FAQ

What does Engine Capital disclose in this Schedule 13D/A for Civeo Corp (CVEO)?

Engine Capital and affiliated entities disclose beneficial ownership of up to 1,338,114 Civeo common shares, representing 11.6% of the outstanding common shares, along with a new Cooperation Agreement with the company.

How large is Engine Capitals ownership stake in Civeo common shares?

The filing reports that Engine Capital Management, LP, Engine Capital Management GP, LLC, and Arnaud Ajdler each beneficially own 1,338,114 common shares, or 11.6% of Civeos common shares. Other Engine-affiliated funds report smaller stakes such as 1,111,951 shares (9.7%) and 112,228 shares (1.0%) at the individual entity level.

What is the Cooperation Agreement between Engine Capital and Civeo Corp?

On November 25, 2025, Engine and Civeo entered into a Cooperation Agreement under which Civeo agreed to appoint Daniel B. Silvers and Jeffrey B. Scofield to its board, grant them specific committee roles, and accept customary standstill, voting, expense reimbursement, and mutual non-disparagement terms through a defined termination period.

Which new directors are being added to Civeos board under the agreement with Engine Capital?

Civeo agreed to appoint Daniel B. Silvers as a Class III director with a term expiring at the 2026 annual general meeting and Jeffrey B. Scofield as a Class I director with a term expiring at the 2027 annual general meeting.

What committee roles will the Engine-backed directors hold at Civeo?

Under the Cooperation Agreement, Daniel B. Silvers will serve on the Compensation Committee and the Environmental, Social, Governance and Nominating Committee, while Jeffrey B. Scofield will serve on the Audit Committee and the Finance and Investment Committee of Civeos board.

How long do the standstill and other restrictions in the Civeo-Engine Cooperation Agreement last?

The standstill, voting commitments, expense reimbursement and mutual non-disparagement provisions remain in effect until the earlier of (i) 30 days before the deadline for shareholder director nominations for the 2027 annual meeting and (ii) 120 days before the first anniversary of the 2026 annual meeting, subject to extension if Civeo offers to re-nominate Mr. Silvers and Engine accepts.

Does the Cooperation Agreement affect the size of Civeos board of directors?

Yes. Civeo agreed that its board size will be no greater than nine members from the conclusion of the 2026 annual general meeting of shareholders until the Cooperation Agreements termination date, unless Engine Capital provides written consent.