STOCK TITAN

Earnings jump and cash build at Oceaneering (NYSE: OII) with 2026 outlook

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

Rhea-AI Filing Summary

Oceaneering International reported strong 2025 results with a tax-driven earnings surge. Full-year revenue reached $2.78 billion, up 5% from 2024, while operating income rose 24% to $304.6 million. Net income jumped 140% to $353.8 million, helped by a large discrete tax benefit from releasing valuation allowances on deferred tax assets.

Adjusted EBITDA increased 16% to $401.5 million and free cash flow more than doubled to $207.8 million. Year-end cash and cash equivalents were $688.9 million versus $497.5 million a year earlier. The company repurchased 1.81 million shares for about $40.3 million and secured $3.7 billion of orders, producing a 1.33 book-to-bill ratio and multi-year backlog, including a landmark Aerospace and Defense Technologies contract.

Fourth-quarter revenue declined 6% to $668.6 million and adjusted EBITDA fell 11% to $90.5 million, reflecting fewer high-margin Offshore Projects Group projects versus an unusually strong prior-year quarter. For 2026, Oceaneering guides net income of $178–203 million, consolidated EBITDA of $390–440 million, free cash flow of $100–120 million, capital expenditures of $105–115 million, and continued share repurchases.

Positive

  • Substantial profit and cash flow improvement in 2025. Revenue rose to $2.78 billion (+5%), operating income to $304.6 million (+24%), net income to $353.8 million (+140%), adjusted EBITDA to $401.5 million (+16%), and free cash flow to $207.8 million, more than double 2024.
  • Robust orders and strategic backlog. The company booked $3.7 billion of orders in 2025, achieving a 1.33 book-to-bill ratio and building a multi-year backlog that includes a landmark ADTech contract described as the largest initial contract value in its history.

Negative

  • Lower near-term earnings and cash guidance versus 2025. For 2026, Oceaneering guides net income of $178–203 million and free cash flow of $100–120 million, below 2025 free cash flow of $207.8 million, alongside higher planned capital expenditures of $105–115 million.

Insights

2025 showed strong profit and cash gains, but 2026 guidance is more moderate.

Oceaneering delivered a solid operational year in 2025. Revenue grew 5% to $2.78 billion, operating income increased 24% to $304.6 million, and adjusted EBITDA rose 16% to $401.5 million. Net income climbed 140% to $353.8 million, amplified by a discrete tax benefit from releasing valuation allowances.

Cash generation was a highlight. Free cash flow reached $207.8 million, more than doubling 2024, and year-end cash was $688.9 million versus $497.5 million. The company repurchased 1.81 million shares for $40.3 million while securing $3.7 billion of orders and a 1.33 book-to-bill ratio, supporting visibility through a multi-year backlog and a record initial-value ADTech contract.

However, momentum is not uniformly upward. Q4 revenue fell 6% and adjusted EBITDA 11% year over year as Offshore Projects Group lapped an unusually strong 2024 quarter. For 2026, guidance implies EBITDA of $390–440 million and free cash flow of $100–120 million, below 2025 free cash flow, partly reflecting higher capital expenditures of $105–115 million. Management expects first-quarter 2026 revenue to be lower than the prior year and EBITDA of $80–90 million, with energy markets strengthening later in the year and ADTech leading growth.

OCEANEERING INTERNATIONAL INCfalse000007375600000737562026-02-182026-02-18

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): February 18, 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 February 18, 2026, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the fourth quarter ended December 31, 2025. 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 February 18, 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:
February 18, 2026
By:
/S/ CATHERINE E. DUNN
Catherine E. Dunn
Vice President and Chief Accounting Officer









Exhibit 99.1

Oceaneering Reports Fourth Quarter and Full Year 2025 Results

HOUSTON, February 18, 2026 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported fourth quarter and full year 2025 results.

Fourth Quarter 2025 Results
As compared to the fourth quarter of 2024:
Revenue was $669 million, a decrease of 6%.
Operating income was $65.4 million, a decrease of 16%.
Net income was $178 million, an increase of 217%, which included a discrete tax benefit due to the release of valuation allowances for deferred tax assets.
Adjusted EBITDA was $90.5 million, a decrease of 11%.
Cash Flow and Share Repurchases
Cash flow provided by operating activities was $221 million.
Free cash flow was $191 million.
Shares repurchased were 419,005 for approximately $10.1 million.

Full Year 2025 Results
As compared to the full year 2024:
Revenue was $2.8 billion, an increase of 5%.
Operating income was $305 million, an increase of 24%.
Net income was $354 million, an increase of 140%.
Adjusted EBITDA was $401 million, an increase of 16%.
Cash Flow and Share Repurchases
Cash flow provided by operating activities was $319 million.
Free cash flow was $208 million.
Year-end cash and cash equivalents totaled $689 million, compared to $498 million at the end of 2024.
Shares repurchased were 1,810,732 for approximately $40.3 million. Approximately 5.4 million shares remain under the current repurchase authorization.

Rod Larson, Oceaneering's President and Chief Executive Officer, commented, "Our team concluded 2025 with strong operational execution, delivering fourth quarter adjusted EBITDA at the high end of our guidance range. We generated robust free cash flow of $191 million, driven primarily by the timing of customer collections. As expected, revenue and adjusted EBITDA declined compared to the fourth quarter of 2024 due to the unusually high level of international intervention and installation projects in our Offshore Projects Group segment (OPG) in the prior year.

"For the full year, we delivered solid financial results despite a challenging environment. Consolidated revenue and adjusted EBITDA both increased, making 2025 our seventh consecutive year of adjusted EBITDA growth. All of our operating segments achieved EBITDA improvements, with Manufactured Products and Aerospace and Defense Technologies (ADTech) recording the largest percentage increases. We secured $3.7 billion of orders in 2025 and ended the year with an enterprise-wide book-to-bill ratio of 1.33. Our backlog includes multi-year contracts in several segments, highlighted by a landmark ADTech award representing the largest initial contract value in our history.

"Looking ahead to 2026, we expect ADTech to be our primary growth engine, supported by our existing backlog and increased spending across defense and government markets. We anticipate results in our energy-focused businesses to be weighted towards the second half of the year as offshore activity
1


improves. Based on these market dynamics and our current backlog, we are issuing our full year 2026 guidance."

Full Year 2026 Guidance
Net income is expected to be in the range of $178 million to $203 million.
Consolidated EBITDA is projected to be in the range of $390 million to $440 million.
Free cash flow generation is forecasted to be in the range of $100 million to $120 million.
Capital expenditures are expected to be in the range of $105 million to $115 million.
Share repurchase activity is expected to continue.

Fourth Quarter 2025 Segment Results

As compared to the fourth quarter of 2024:
Subsea Robotics (SSR) revenue of $212 million was essentially flat while operating income improved 7% to $67.8 million, and EBITDA margin improved to 38%. Margin expansion was driven by a 7% increase in ROV revenue per day utilized to $11,550, more than offsetting a decrease in ROV fleet utilization from 66% to 62%.
Manufactured Products operating income of $20.4 million improved significantly and operating income margin expanded to 15% on 7% less revenue. Backlog was $511 million on December 31, 2025. The book-to-bill ratio was 0.84 for the 12-month period ending on December 31, 2025.
OPG operating income of $15.0 million represented a year-over-year decrease of 62% on a 29% decrease in revenue. Operating income margin declined to 11%. These results reflect fewer high-margin international projects that positively benefited the fourth quarter of 2024.
Integrity Management and Digital Solutions (IMDS) revenue decreased by 11%, with operating income and operating income margin declining significantly. The revenue decline largely reflects lower activity in Europe and West Africa, while the operating income decline was due to the revenue decline plus a loss realized as the result of the resolution of a commercial dispute.
ADTech operating income increased 43% to $14.2 million on a 29% increase in revenue. Operating income margin was relatively flat at 11%.
At the corporate level, Unallocated Expenses increased 26% to $52.0 million, due to additional accruals for performance-based compensation.

First Quarter 2026 Guidance

As compared to the first quarter of 2025, consolidated first quarter 2026 revenue is expected to be lower and EBITDA is expected to be in the range of $80 million to $90 million. This is driven by lower activity levels in energy markets at the start of 2026, which are expected to improve as the year progresses.

At the segment level, for the first quarter of 2026, as compared to the first quarter of 2025:
SSR revenue is expected to increase slightly while operating income is expected to decrease due to changes in geographic mix.
Manufactured Products operating income is forecasted to increase significantly on slightly lower revenue.
OPG revenue and operating income are projected to decrease significantly due to year-over-year changes in volume and project mix.
IMDS revenue and operating income are expected to be relatively flat.
ADTech revenue is forecasted to increase significantly while operating income will expand marginally on project mix.
Unallocated Expenses are expected to be in the $50 million range, due to higher costs associated with wage inflation, increased information technology costs, and foreign exchange impacts.

2


Oceaneering will provide more specific guidance on its expectations for 2026 during its fourth quarter 2025 conference call.

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, First Quarter 2026 Consolidated EBITDA Estimate, 2026 Consolidated EBITDA Estimate, 2026 Free Cash Flow Estimate, and EBITDA and Adjusted EBITDA and Margins by Segment. These tables are included below under the caption Reconciliations of Non-GAAP to GAAP Financial Information.

Conference Call Details

Oceaneering has scheduled a conference call and webcast on Thursday, February 19, 2026 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time), to discuss its results for the fourth quarter and full year of 2025, as well as its guidance for the first 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: ADTech and offshore markets for 2026; first quarter 2026 guidance for consolidated revenue, consolidated EBITDA, revenue, and operating income by segment, and Unallocated Expenses; full-year 2026 guidance for net income, consolidated EBITDA, free cash flow, capital expenditures, and that share purchase activity will continue in 2026; and the characterization, whether positive or otherwise, of market fundamentals, conditions, and dynamics, robotics markets, offshore energy activity levels (including by geographic location), pricing levels, day rates, ROV days utilized, average ROV revenue per day utilized, vessel utilization, growth, bidding activity, outlook, performance, opportunities, and future financials, including as increasing, favorable, positive, encouraging, improving, seasonal, strong, supportive, robust, meaningful, considerable, healthy, or significant (which is used herein to indicate a change of 20% or greater).

The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Factors that could cause actual results to differ materially include: factors affecting the level of activity in the oil and gas industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth, and the supply and demand of offshore drilling rigs; the indirect consequences of climate change and climate-related business trends; actions by members of OPEC and other oil exporting countries; decisions about offshore developments to be made by oil and gas exploration, development, and production companies; the use of subsea completions and our ability to capture associated market share; future budgetary and fiscal constraints imposed by the United States government, including the risk of government shutdowns; general economic and business conditions and industry trends and uncertainty, including those related to tariffs and retaliatory tariffs; the strength of the industry segments in which we are involved; cancellations of contracts, customer contract disputes, change orders, and other contractual modifications, force majeure declarations, and the exercise of contractual suspension rights and the resulting adjustments to our backlog; collections from
3


our customers; our future financial performance, including as a result of the availability, terms, and deployment of capital; the consequences of significant changes in currency exchange rates; the volatility and uncertainties of credit markets; changes in data privacy and security laws, regulations, and standards; changes in tax laws, regulations, and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development, and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military, and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts, or terrorist attacks. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.

About Oceaneering

Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries.

For more information, please visit www.oceaneering.com.

Contact:
investorrelations@oceaneering.com

Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
Tables follow on next page -
4


OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Dec 31, 2025Dec 31, 2024
(in thousands)
ASSETS
Current assets (including cash and cash equivalents of $688,874 and $497,516)
$1,512,400 $1,387,896 
Net property and equipment451,693 420,098 
Other assets703,161 528,353 
Total Assets$2,667,254 $2,336,347 
LIABILITIES AND EQUITY
Current liabilities$761,726 $796,938 
Long-term debt487,417 482,009 
Other long-term liabilities341,448 337,078 
Equity1,076,663 720,322 
Total Liabilities and Equity$2,667,254 $2,336,347 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months EndedFor the Year Ended
Dec 31, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2025Dec 31, 2024
(in thousands, except per share amounts)
Revenue$668,574 $713,450 $742,898 $2,784,156 $2,661,161 
Cost of services and products536,302 571,513 590,166 2,215,714 2,175,667 
Gross margin132,272 141,937 152,732 568,442 485,494 
Selling, general and administrative expense66,889 64,057 66,224 263,890 239,224 
Operating income (loss)65,383 77,880 86,508 304,552 246,270 
Interest income4,118 3,407 3,704 14,483 12,124 
Interest expense, net of amounts capitalized(9,049)(9,741)(9,381)(36,977)(37,917)
Equity in income (losses) of unconsolidated affiliates276 142 97 1,046 929 
Other income (expense), net(2,529)(2,862)(1,021)2,796 3,510 
Income (loss) before income taxes58,199 68,826 79,907 285,900 224,916 
Provision (benefit) for income taxes (119,454)12,727 8,618 (67,861)77,448 
Net Income (Loss)$177,653 $56,099 $71,289 $353,761 $147,468 
Weighted average diluted shares outstanding100,760 102,140 101,057 101,262 102,369 
Diluted earnings (loss) per share$1.76 $0.55 $0.71 $3.49 $1.44 
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 Year Ended
Dec 31, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2025Dec 31, 2024
($ in thousands)
Subsea Robotics
Revenue$211,687 $212,190 $218,767 $855,216 $829,822 
Operating income (loss)$67,828 $63,526 $65,142 $257,107 $235,211 
Operating income (loss) %32 %30 %30 %30 %28 %
ROV days available23,000 23,000 23,000 91,250 91,500 
ROV days utilized14,285 15,211 14,962 59,629 61,382 
ROV utilization62 %66 %65 %65 %67 %
Manufactured Products
Revenue$132,405 $142,999 $156,395 $568,971 $555,500 
Operating income (loss)$20,370 $4,163 $24,651 $72,460 $43,000 
Operating income (loss) %15 %%16 %13 %%
Backlog at end of period$511,000 $604,000 $568,000 $511,000 $604,000 
Offshore Projects Group
Revenue$130,777 $184,386 $171,046 $616,045 $591,037 
Operating income (loss)$15,037 $39,313 $23,692 $96,058 $73,699 
Operating income (loss) %11 %21 %14 %16 %12 %
Integrity Management & Digital Solutions
Revenue$66,454 $75,062 $70,781 $284,020 $291,866 
Operating income (loss)$(124)$2,025 $2,756 $10,741 $9,827 
Operating income (loss) %— %%%%%
Aerospace and Defense Technologies
Revenue$127,251 $98,813 $125,909 $459,904 $392,936 
Operating income (loss)$14,223 $9,930 $16,557 $57,744 $42,201 
Operating income (loss) %11 %10 %13 %13 %11 %
Unallocated Expenses
Operating income (loss)$(51,951)$(41,077)$(46,290)$(189,558)$(157,668)
Total
Revenue$668,574 $713,450 $742,898 $2,784,156 $2,661,161 
Operating income (loss)$65,383 $77,880 $86,508 $304,552 $246,270 
Operating income (loss) %10 %11 %12 %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 Year Ended
Dec 31, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2025Dec 31, 2024
(in thousands)
Capital expenditures, including acquisitions$30,440 $61,023 $24,215 $111,015 $134,285 
Capitalized cloud-based service contract costs5,588 — 7,161 17,012 — 
Total Capital Expenditures$36,028 $61,023 $31,376 $128,027 $134,285 
Depreciation and Amortization:
Energy Services and Products
Subsea Robotics$13,388 $12,049 $13,283 $50,792 $48,916 
Manufactured Products2,765 2,979 2,768 10,924 12,452 
Offshore Projects Group4,389 5,033 4,290 18,031 22,451 
Integrity Management & Digital Solutions1,887 1,615 1,830 7,286 6,025 
Total Energy Services and Products22,429 21,676 22,171 87,033 89,844 
Aerospace and Defense Technologies904 705 1,082 3,719 2,620 
Unallocated Expenses2,951 2,761 2,870 11,503 10,979 
 Total Depreciation and Amortization$26,284 $25,142 $26,123 $102,255 $103,443 
 
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, 2025 consolidated adjusted EBITDA, consolidated adjusted EBITDA margins, and free cash flow, and 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 first 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
Dec 31, 2025Dec 31, 2024Sep 30, 2025
Net Income (Loss)Diluted EPSNet Income (Loss)Diluted EPSNet Income (Loss)Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP$177,653 $1.76 $56,099 $0.55 $71,289 $0.71 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses2,721 2,789 999 
Total pre-tax adjustments2,721 2,789 999 
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods(1,389)77 (902)
Discrete tax items:
    Share-based compensation— (9)(4)
    Uncertain tax positions1,044 2,744 (1,106)
    Valuation allowances(155,503)(24,058)(6,279)
    Other21,091 (182)(8,236)
Total discrete tax adjustments(133,368)(21,505)(15,625)
Total of adjustments(132,036)(18,639)(15,528)
Adjusted Net Income (Loss)$45,617 $0.45 $37,460 $0.37 $55,761 $0.55 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)100,760 102,140 101,057 
For the Year Ended
 Dec 31, 2025Dec 31, 2024
  Net Income (Loss)Diluted EPSNet Income (Loss)Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP  $353,761 $3.49 $147,468 $1.44 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses (2,760)(866)
Total pre-tax adjustments (2,760)(866)
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods 3,846 1,540 
Discrete tax items:
Share-based compensation (1,109)(1,985)
Uncertain tax positions (2,482)3,123 
Valuation allowances (167,496)(20,726)
Other 11,426 (11,410)
Total discrete tax adjustments (159,661)(30,998)
Total of adjustments (158,575)(30,324)
Adjusted Net Income (Loss)  $195,186 $1.93 $117,144 $1.14 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)  101,262 102,369 

9


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months EndedFor the Year Ended
Dec 31, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2025Dec 31, 2024
($ in thousands)
 
Net income (loss)$177,653 $56,099 $71,289 $353,761 $147,468 
Depreciation and amortization26,284 25,142 26,123 102,255 103,443 
Subtotal203,937 81,241 97,412 456,016 250,911 
Interest expense, net of interest income4,931 6,334 5,677 22,494 25,793 
Amortization included in interest expense(1,648)(1,555)(1,627)(6,421)(6,075)
Provision (benefit) for income taxes (119,454)12,727 8,618 (67,861)77,448 
EBITDA87,766 98,747 110,080 404,228 348,077 
Adjustments for the effects of:
Foreign currency (gains) losses2,721 2,789 999 (2,760) (866)
Total of adjustments2,721 2,789 999 (2,760)(866)
Adjusted EBITDA$90,487 $101,536 $111,079 $401,468 $347,211 
Revenue$668,574 $713,450 $742,898 $2,784,156 $2,661,161 
EBITDA margin %13 %14 %15 %15 %13 %
Adjusted EBITDA margin %14 %14 %15 %14 %13 %

Free Cash Flow
For the Three Months EndedFor the Year Ended
Dec 31, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2025Dec 31, 2024
(in thousands)
Net Income (loss)$177,653 $56,099 $71,289 $353,761 $147,468 
Non-cash adjustments:
Depreciation and amortization26,284 25,142 26,123 102,255 103,443 
Other non-cash(133,269)(8,575)(204)(113,373)3,291 
Other increases (decreases) in cash from operating activities150,461 55,711 4,055 (23,782)(50,988)
Cash flow provided by (used in) operating activities221,129 128,377 101,263 318,861 203,214 
Purchases of property and equipment(30,440)(33,874)(24,215)(111,015)(107,136)
Free Cash Flow$190,689 $94,503 $77,048 $207,846 $96,078 
10


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
First Quarter 2026 Consolidated EBITDA Estimate
For the Three Months Ending
March 31, 2026
LowHigh
(in thousands)
Income (loss) before income taxes$51,000 $57,000 
Depreciation and amortization26,000 29,000 
Subtotal77,000 86,000 
Interest expense, net of interest income5,000 6,000 
Amortization included in interest expense(2,000)(2,000)
Consolidated EBITDA$80,000 $90,000 
2026 Consolidated EBITDA Estimate
For the Year Ending
December 31, 2026
LowHigh
(in thousands)
Income (loss) before income taxes$270,000 $307,000 
Depreciation and amortization105,000 114,000 
Subtotal375,000 421,000 
Interest expense, net of interest income21,000 26,000 
Amortization included in interest expense(6,000)(7,000)
Consolidated EBITDA$390,000 $440,000 
2026 Free Cash Flow Estimate
For the Year Ending
December 31, 2026
LowHigh
(in thousands)
Net income (loss)$178,000 $203,000 
Depreciation and amortization105,000 114,000 
Other increases (decreases) in cash from operating activities(78,000)(82,000)
 Cash flow provided by (used in) operating activities205,000 235,000 
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 December 31, 2025
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$67,828$20,370$15,037$(124)$14,223$(51,951)$65,383
Adjustments for the effects of:
Depreciation and amortization13,3882,7654,3891,8879042,95126,284
Other pre-tax(3,901)(3,901)
EBITDA81,21623,13519,4261,76315,127(52,901)87,766
Adjustments for the effects of:
Foreign currency (gains) losses2,7212,721
Total of adjustments2,7212,721
Adjusted EBITDA$81,216$23,135$19,426$1,763$15,127$(50,180)$90,487
Revenue$211,687$132,405$130,777$66,454$127,251$668,574
Operating income (loss) % as reported in accordance with GAAP32 %15 %11 %— %11 %10 %
EBITDA Margin38 %17 %15 %%12 %13 %
Adjusted EBITDA Margin38 %17 %15 %%12 %14 %
For the Three Months Ended December 31, 2024
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$63,526$4,163$39,313$2,025$9,930$(41,077)$77,880
Adjustments for the effects of:
Depreciation and amortization12,0492,9795,0331,6157052,76125,142
Other pre-tax(4,275)(4,275)
EBITDA75,5757,14244,3463,64010,635(42,591)98,747
Adjustments for the effects of:
Foreign currency (gains) losses2,7892,789
Total of adjustments2,7892,789
Adjusted EBITDA$75,575$7,142$44,346$3,640$10,635$(39,802)$101,536
Revenue$212,190$142,999$184,386$75,062$98,813$713,450
Operating income (loss) % as reported in accordance with GAAP30 %%21 %%10 %11 %
EBITDA Margin36 %%24 %%11 %14 %
Adjusted EBITDA Margin36 %%24 %%11 %14 %
`
12


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended September 30, 2025
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$65,142$24,651$23,692$2,756$16,557$(46,290)$86,508
Adjustments for the effects of:
Depreciation and amortization13,2832,7684,2901,8301,0822,87026,123
Other pre-tax(2,551)(2,551)
EBITDA78,42527,41927,9824,58617,639(45,971)110,080
Adjustments for the effects of:
Foreign currency (gains) losses999999
Total of adjustments999999
Adjusted EBITDA$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) % as reported in accordance with GAAP30 %16 %14 %%13 %12 %
EBITDA Margin36 %18 %16 %%14 %15 %
Adjusted EBITDA Margin36 %18 %16 %%14 %15 %




13


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Year Ended December 31, 2025
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$257,107$72,460$96,058$10,741$57,744$(189,558)$304,552
Adjustments for the effects of:
Depreciation and amortization50,79210,92418,0317,2863,71911,503102,255
Other pre-tax(2,579)(2,579)
EBITDA307,89983,384114,08918,02761,463(180,634)404,228
Adjustments for the effects of:
Foreign currency (gains) losses(2,760)(2,760)
Total of adjustments(2,760)(2,760)
Adjusted EBITDA$307,899$83,384$114,089$18,027$61,463$(183,394)$401,468
Revenue$855,216$568,971$616,045$284,020$459,904$2,784,156
Operating income (loss) % as reported in accordance with GAAP30 %13 %16 %%13 %11 %
EBITDA Margin36 %15 %19 %%13 %15 %
Adjusted EBITDA Margin36 %15 %19 %%13 %14 %
For the Year Ended December 31, 2024
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$235,211 $43,000 $73,699 $9,827 $42,201 $(157,668)$246,270 
Adjustments for the effects of:
Depreciation and amortization48,916 12,452 22,451 6,025 2,620 10,979 103,443 
Other pre-tax— — — — — (1,636)(1,636)
EBITDA284,127 55,452 96,150 15,852 44,821 (148,325)348,077 
Adjustments for the effects of:
Foreign currency (gains) losses— — — — — (866)(866)
Total of adjustments— — — — — (866)(866)
Adjusted EBITDA$284,127 $55,452 $96,150 $15,852 $44,821 $(149,191)$347,211 
Revenue$829,822 $555,500 $591,037 $291,866 $392,936 $2,661,161 
Operating income (loss) % as reported in accordance with GAAP28 %%12 %%11 %%
EBITDA Margin34 %10 %16 %%11 %13 %
Adjusted EBITDA Margin34 %10 %16 %%11 %13 %
14

FAQ

How did Oceaneering International (OII) perform financially in full-year 2025?

Oceaneering delivered stronger 2025 results, with revenue rising 5% to $2.78 billion and operating income up 24% to $304.6 million. Net income increased 140% to $353.8 million, while adjusted EBITDA grew 16% to $401.5 million, reflecting improved profitability across segments.

What were Oceaneering International (OII) fourth-quarter 2025 earnings and revenue?

In Q4 2025, Oceaneering reported revenue of $668.6 million, down 6% year over year. Net income was $177.7 million, boosted by a discrete tax benefit, while adjusted EBITDA was $90.5 million, an 11% decline, mainly due to fewer high-margin Offshore Projects Group projects.

How strong was Oceaneering International (OII) cash flow and balance sheet at the end of 2025?

Oceaneering generated full-year 2025 free cash flow of $207.8 million, more than double the prior year. Cash flow from operations reached $318.9 million, and year-end cash and cash equivalents totaled $688.9 million, up from $497.5 million at the end of 2024.

What 2026 financial guidance did Oceaneering International (OII) provide?

For 2026, Oceaneering expects net income of $178–203 million, consolidated EBITDA of $390–440 million, and free cash flow of $100–120 million. Capital expenditures are projected at $105–115 million, and the company anticipates continuing its share repurchase activity.

How is Oceaneering International (OII) performing across its main business segments?

In Q4 2025, Subsea Robotics delivered $211.7 million revenue with a 32% operating margin, while ADTech revenue grew 29% year over year and operating income rose 43% to $14.2 million. Offshore Projects Group and IMDS saw lower revenue and margins versus an unusually strong prior-year quarter.

Did Oceaneering International (OII) repurchase shares during 2025 and how many remain authorized?

Yes. In 2025, Oceaneering repurchased 1,810,732 shares for approximately $40.3 million. The company noted that about 5.4 million shares remained under its current share repurchase authorization at year-end and expects repurchases to continue in 2026.

What are Oceaneering International (OII) management’s expectations for 2026 segment trends?

Management expects ADTech to be the primary growth engine in 2026, supported by existing backlog and higher defense and government spending. Energy-focused businesses, including offshore segments, are expected to be softer early in the year, with activity and results weighted toward the second half.

Filing Exhibits & Attachments

4 documents
Oceaneering Intl

NYSE:OII

OII Rankings

OII Latest News

OII Latest SEC Filings

OII Stock Data

3.23B
97.69M
Oil & Gas Equipment & Services
Oil & Gas Field Services, Nec
Link
United States
HOUSTON