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Oceaneering International (NYSE: OII) grows Q2 profit and updates 2026 EBITDA and cash flow outlook

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oceaneering International reported stronger second quarter 2026 results, with revenue up 10% to $768 million, operating income of $88.2 million, and net income attributable to Oceaneering up 19% to $65.0 million, or $0.65 diluted EPS. Consolidated adjusted EBITDA rose 11% to $115 million, exceeding the top end of management’s guidance.

Subsea Robotics, Offshore Projects Group, Manufactured Products, and Aerospace and Defense Technologies all delivered higher revenue and operating income year over year, while Integrity Management and Digital Solutions was pressured by lower activity in West Africa and the Middle East. Quarter-end cash and cash equivalents were $629 million, and new $500 million 6.875% senior notes due 2034 plus an expanded $345 million revolving credit facility extended the company’s debt maturity profile. For 2026, Oceaneering now expects consolidated adjusted EBITDA between $400 million and $440 million and projects third quarter 2026 EBITDA of $115 million to $125 million, while indicating IMDS full-year operating income will decrease significantly with low-single-digit margins.

Positive

  • Q2 2026 revenue rose 10% to $768 million, with net income attributable to Oceaneering up 19% to $65.0 million and diluted EPS at $0.65.
  • Adjusted EBITDA increased 11% to $115 million, exceeding the top end of guidance, driven by strong performance in Offshore Projects Group and Subsea Robotics.
  • Quarter-end cash and cash equivalents were $629 million, up from $434 million a year earlier, and new $500 million 6.875% senior notes due 2034 plus an expanded $345 million revolver strengthened the debt maturity profile and liquidity.

Negative

  • The Integrity Management and Digital Solutions segment saw a 6% revenue decline and Q2 2026 operating income drop from $4.6 million to near break-even, with full-year operating income expected to decrease significantly and margins in the low-single-digit range.
  • Manufactured Products backlog ended Q2 2026 at $445 million, down from $516 million a year earlier, while the 12‑month book‑to‑bill ratio was 0.88, indicating orders trailed revenue over the period.
  • For the first half of 2026, free cash flow was negative at $(44.5) million, as cash flow from operating activities of $(3.9) million did not cover $40.6 million of capital expenditures.

Filing Explained

The refinancing remains in progress, while Oceaneering repurchased 263,335 shares for approximately 10 million dollars in the second quarter.

The filing places the previously described debt refinancing in a pending state: Oceaneering says the series initiated in the second quarter will be completed during the third quarter, so the maturity extension and liquidity changes are not presented as fully completed here.

As a Form 8-K, this report discloses a specified material event; the financing figures describe different mechanics: $345 million of revolving-credit commitments and $500 million of senior-notes principal.

The company also reports second-quarter operating cash flow of $55.2 million, free cash flow of $32.0 million, and repurchases of 263,335 shares for approximately $10.0 million.

The specific resolution point is the stated completion of the refinancing transactions during the third quarter of 2026.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $768 million Second quarter 2026 revenue, up 10% vs Q2 2025
Q2 2026 Net Income Attributable to Oceaneering $65.0 million Second quarter 2026 net income attributable to Oceaneering, up 19% year over year
Q2 2026 Adjusted EBITDA $115 million Second quarter 2026 consolidated adjusted EBITDA, 11% higher than Q2 2025
Quarter-end Cash and Cash Equivalents $629 million Cash and cash equivalents at June 30, 2026, compared to $434 million a year earlier
Q2 2026 Cash Flow from Operating Activities $55.2 million Cash flow provided by operating activities in the second quarter of 2026
Full-year 2026 Consolidated EBITDA Guidance $400 million to $440 million Management’s updated consolidated EBITDA outlook for the year ending December 31, 2026
2026 Free Cash Flow Estimate $100 million to $120 million Projected free cash flow range for full-year 2026
New Senior Notes Issuance $500 million at 6.875%, due 2034 Aggregate principal amount of senior notes issued to refinance 2028 notes
adjusted EBITDA financial
"Based on our first-half performance... we have updated our full-year consolidated adjusted EBITDA guidance range"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow financial
"We define free cash flow as cash flow provided by operating activities less organic capital expenditures"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
book-to-bill ratio financial
"The book-to-bill ratio was 0.88 for the 12-month period ending on June 30, 2026"
The book-to-bill ratio compares the value of new orders a company receives to the value of products it ships out or bills for over a certain period. If the ratio is above 1, it means the company is getting more orders than it is completing, which can indicate growth. If it's below 1, it suggests demand is slowing down.
ROV utilization technical
"ROV revenue per day utilized increased to $11,894, while ROV fleet utilization decreased slightly to 66%"
senior notes financial
"the issuance of $500 million aggregate principal amount of 6.875% senior notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
non-GAAP financial measures financial
"this press release also includes non-GAAP financial measures as defined under certain rules"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Revenue $768 million +10% vs second quarter 2025
Net income attributable to Oceaneering $65.0 million +19% vs second quarter 2025
Diluted EPS $0.65 up from $0.54 in second quarter 2025
Adjusted EBITDA $115 million +11% vs second quarter 2025
Cash flow from operating activities $55.2 million quarterly cash generation figure; comparison not specified
Guidance

For full-year 2026, management guides consolidated EBITDA to $400–$440 million and free cash flow to $100–$120 million. Third quarter 2026 consolidated EBITDA is projected between $115 million and $125 million. IMDS operating income is expected to decrease significantly for 2026, with operating margin in the low-single-digit percentage range.

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FAQ

How did Oceaneering (OII) perform financially in Q2 2026?
Oceaneering delivered Q2 2026 revenue of $768 million, up 10% year over year, and net income attributable to Oceaneering of $65.0 million, up 19%. Diluted EPS was $0.65, and adjusted EBITDA increased 11% to $115 million.

What is Oceaneering (OII) guiding for 2026 adjusted EBITDA and free cash flow?
For 2026, management expects consolidated EBITDA of $400–$440 million and projects free cash flow of $100–$120 million. These estimates are based on forecast income before taxes, depreciation and amortization, operating cash generation, and planned capital expenditures.

How did Oceaneering (OII) segments perform in Q2 2026?
Subsea Robotics, Manufactured Products, Offshore Projects Group, and ADTech all grew revenue and operating income versus Q2 2025. IMDS revenue fell 6%, and operating income slipped to about break-even, mainly from lower activity and higher costs in West Africa and the Middle East.

What capital structure actions did Oceaneering (OII) take in Q2 2026?
Oceaneering issued $500 million of 6.875% senior notes due 2034, completed a tender offer for its 2028 senior notes, and amended its revolving credit facility, increasing commitments from $215 million to $345 million and extending maturity to July 2031.

What is Oceaneering’s (OII) outlook for Q3 2026?
For Q3 2026, Oceaneering projects higher consolidated revenue year over year and EBITDA between $115 million and $125 million. Management expects higher revenue and operating income for SSR, OPG, IMDS, and ADTech, with a slight decline in Manufactured Products.

How strong is Oceaneering’s (OII) liquidity at the end of Q2 2026?
At June 30, 2026, Oceaneering held $629 million of cash and cash equivalents. The amended revolving credit facility, with commitments increased to $345 million and extended to July 2031, along with refinancing of senior notes, supports substantial liquidity and financial flexibility.
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 classTrading 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
Press Release of Oceaneering International, Inc., dated July 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:
July 22, 2026
By:
/S/ CATHERINE E. DUNN
Catherine E. Dunn
Vice President and Chief Accounting Officer








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
2

$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
3

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 -
4

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Jun 30, 2026Dec 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 equipment443,229 451,693 
Other assets665,342 703,161 
Total Assets$2,688,838 $2,667,254 
LIABILITIES AND EQUITY
Current liabilities$726,232 $761,726 
Long-term debt490,245 487,417 
Other long-term liabilities303,577 341,448 
Equity1,168,784 1,076,663 
Total Liabilities and Equity$2,688,838 $2,667,254 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months EndedFor the Six Months Ended
Jun 30, 2026Jun 30, 2025Mar 31, 2026Jun 30, 2026Jun 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 products611,202 549,734 565,159 1,176,361 1,089,246 
Gross margin156,982 148,427 127,270 284,252 283,438 
Selling, general and administrative expense68,745 69,238 69,482 138,227 130,777 
Operating income (loss)88,237 79,189 57,788 146,025 152,661 
Interest income4,904 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 affiliates1,210 311 277 1,487 673 
Other income (expense), net182 5,371 808 990 6,346 
Income (loss) before income taxes86,077 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 outstanding100,727 101,372 100,613 100,670 101,636 
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.
5

SEGMENT INFORMATION
For the Three Months EndedFor the Six Months Ended
Jun 30, 2026Jun 30, 2025Mar 31, 2026Jun 30, 2026Jun 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 available22,750 22,750 22,500 45,250 45,250 
ROV days utilized14,930 15,289 13,674 28,604 30,382 
ROV utilization66 %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.
6

SELECTED CASH FLOW INFORMATION
For the Three Months EndedFor the Six Months Ended
Jun 30, 2026Jun 30, 2025Mar 31, 2026Jun 30, 2026Jun 30, 2025
(in thousands)
Capital expenditures, including acquisitions$23,180 $30,272 $17,405 $40,585 $56,360 
Capitalized cloud-based service contract costs7,648 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 Products2,779 2,741 2,774 5,553 5,391 
Offshore Projects Group4,679 4,663 4,755 9,434 9,352 
Integrity Management & Digital Solutions1,966 1,839 1,942 3,908 3,569 
Total Energy Services and Products23,644 21,628 23,189 46,833 42,433 
Aerospace and Defense Technologies1,016 900 1,006 2,022 1,733 
Unallocated Expenses2,769 2,872 2,976 5,745 5,682 
 Total Depreciation and Amortization$27,429 $25,400 $27,171 $54,600 $49,848 
7


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.
8

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, 2026Jun 30, 2025Mar 31, 2026
Net Income (Loss)Diluted EPSNet Income (Loss)Diluted EPSNet 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 positions736 (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, 2026Jun 30, 2025
Net Income (Loss)Diluted EPSNet 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 positions163 (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 
9

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months EndedFor the Six Months Ended
Jun 30, 2026Jun 30, 2025Mar 31, 2026Jun 30, 2026Jun 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 amortization27,429 25,400 27,171 54,600 49,848 
Subtotal91,009 79,842 63,278 154,287 154,667 
Interest expense, net of interest income3,552 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 EndedFor the Six Months Ended
Jun 30, 2026Jun 30, 2025Mar 31, 2026Jun 30, 2026Jun 30, 2025
(in thousands)
Net Income (loss) (GAAP)$63,580 $54,442 $36,107 $99,687 $104,819 
Non-cash adjustments:
Depreciation and amortization27,429 25,400 27,171 54,600 49,848 
Other non-cash20,176 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)
10

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
2026 Consolidated EBITDA Estimates
For the Three Months Ending
September 30, 2026
LowHigh
(in thousands)
Income (loss) before income taxes$84,000 $90,000 
Depreciation and amortization27,000 30,000 
Subtotal111,000 120,000 
Interest expense, net of interest income6,000 7,000 
Amortization included in interest expense(2,000)(2,000)
Consolidated EBITDA$115,000 $125,000 
For the Year Ending
December 31, 2026
LowHigh
(in thousands)
Income (loss) before income taxes$280,000 $307,000 
Depreciation and amortization105,000 114,000 
Subtotal385,000 421,000 
Interest expense, net of interest income21,000 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
LowHigh
(in thousands)
Net income (loss)$184,000 $203,000 
Depreciation and amortization105,000 114,000 
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 
    
11

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
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ 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 amortization14,2202,7794,6791,9661,0162,76927,429
Other pre-tax—————(41)(41)
EBITDA (non-GAAP)80,54524,71434,6982,06617,441(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$768,184
Operating income (loss) % (GAAP)29 %15 %16 %— %12 %11 %
EBITDA Margin (non-GAAP)35 %17 %19 %3 %13 %15 %
Adjusted EBITDA Margin (non-GAAP)35 %17 %19 %3 %13 %15 %
For the Three Months Ended June 30, 2025
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ 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 amortization12,3852,7414,6631,8399002,87225,400
Other pre-tax—————4,0924,092
EBITDA (non-GAAP)76,89021,51326,3266,48617,199(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
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ 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 amortization13,7182,7744,7551,9421,0062,97627,171
Other pre-tax—————(564)(564)
EBITDA (non-GAAP)69,22628,85923,0999449,117(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
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ 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 amortization27,9385,5539,4343,9082,0225,74554,600
Other pre-tax—————(605)(605)
EBITDA (non-GAAP)149,77153,57357,7973,01026,558(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$1,460,613
Operating income (loss) % (GAAP)27 %16 %15 %(1)%9 %10 %
EBITDA Margin (non-GAAP)34 %18 %18 %2 %10 %14 %
Adjusted EBITDA Margin (non-GAAP)34 %18 %18 %2 %10 %14 %
For the Six Months Ended June 30, 2025
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ 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 amortization24,121 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

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