Tidewater adds WSUT's $240M revenue for 2025

WSUT reported $240.437 million in 2025 revenue, while AOS reported $9.990 million; both 2025 audits received qualified opinions.

Available on EDGAR 11/09/2026 - 04:22 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:22 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Tidewater Inc. (TDW) amended its report on the completed August 31, 2026 acquisition of Wilson, Sons Ultratug Participações S.A. (now Tidewater Offshore do Brasil S.A.) and Atlantic Offshore Services S.A. to add the acquired companies’ audited 2025 statements, unaudited interim statements for the six months ended June 30, 2026, and Tidewater’s unaudited pro forma combined information for those periods.

For 2025, WSUT reported revenue of $240.437 million, profit of $27.090 million, and operating cash flow of $98.529 million. AOS reported revenue of $9.990 million and profit of $6.581 million. The auditors issued qualified opinions on both companies’ 2025 statements because they omit comparative financial information required by IAS 1.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

WSUT 2025 Revenue: $240.437 million WSUT 2025 Profit: $27.090 million WSUT 2025 Operating Cash Flow: $98.529 million +3 more

6 metrics

WSUT 2025 Revenue $240.437 million Year ended December 31, 2025

WSUT 2025 Profit $27.090 million Year ended December 31, 2025

WSUT 2025 Operating Cash Flow $98.529 million Year ended December 31, 2025

AOS 2025 Revenue $9.990 million Year ended December 31, 2025

AOS 2025 Profit $6.581 million Year ended December 31, 2025

AOS 2025 Operating Cash Flow $11.890 million Year ended December 31, 2025

Key Terms

Qualified Opinion, Rule 3-05 of Regulation S-X, pro forma combined financial information, EBITDA coverage ratio

4 terms

Qualified Opinion financial

"Qualified Opinion"

Rule 3-05 of Regulation S-X regulatory

"presented solely to comply with Rule 3-05 of Regulation S-X"

pro forma combined financial information financial

"unaudited pro forma combined financial information of the Company"

Pro forma combined financial information shows what two or more companies' financial results would have looked like if they had been operating as a single business for a past period, using adjusted numbers that remove one-time items and apply consistent accounting. Investors use these figures as a forward-looking picture to judge the likely size, profitability and cash flow of the combined entity—like viewing a test recipe that mixes two dishes to imagine the final meal—helping compare options and value potential deals.

EBITDA coverage ratio financial

"maintenance of Magallanes’ EBITDA coverage ratio equal or greater than 1.1"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were WSUT’s 2025 revenue and profit in Tidewater’s TDW acquisition disclosures?

WSUT reported 2025 revenue of $240.437 million and profit for the year of $27.090 million. Its audited consolidated statements omit comparative financial information required by IAS 1, the basis for the auditor’s qualified opinion.

What were AOS’s 2025 revenue and profit in Tidewater’s TDW acquisition disclosures?

Atlantic Offshore Services S.A. reported 2025 revenue of $9.990 million and profit for the year of $6.581 million. Its audited consolidated statements omit comparative financial information required by IAS 1, the basis for the auditor’s qualified opinion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 8-K/A date of report 08-25-26 true 0000098222 0000098222 2026-08-25 2026-08-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2026

Tidewater Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-6311	72-0487776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

842 West Sam Houston Parkway North, Suite 400 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 470-5300

Not Applicable

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value per share		TDW		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 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K (the “Original 8-K”) filed by Tidewater Inc. (the “Company”) with the Securities and Exchange Commission on August 31, 2026, reporting that the Company completed its acquisition of Wilson, Sons Ultratug Participações S.A. (now known as Tidewater Offshore do Brasil S.A., “WSUT”) and Atlantic Offshore Services S.A. (“AOS” and together with WSUT, the “Wilson Companies”) on August 31, 2026. The Company is filing this Amendment solely to amend and supplement the Original 8-K to provide certain financial information required by Item 9.01 of Form 8-K, which is permitted to be filed by amendment no later than 71 days after the due date of the Original 8-K. Except as set forth herein, no other amendments to the Original 8-K are being made by this Amendment.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of WSUT and AOS for the year ended December 31, 2025 and the unaudited condensed consolidated financial statements for the six months ended June 30, 2026, as well as the accompanying notes thereto, are attached as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, to this Amendment and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma combined financial information of the Company for the year ended December 31, 2025 and for the six months ended June 30, 2026 giving effect to the acquisition of the Wilson Companies is attached as Exhibit 99.5 to this Amendment and is incorporated herein by reference.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.		Description
23.1		Consent of Ernst & Young Auditores Independentes S/S Ltda. (Wilson, Sons Ultratug Participações S.A.)
23.2		Consent of Ernst & Young Auditores Independentes S/S Ltda. (Atlantic Offshore Services S.A.)
99.1		Audited consolidated financial statements of Wilson, Sons Ultratug Participações S.A. for the year ended December 31, 2025.
99.2		Audited consolidated financial statements of Atlantic Offshore Services S.A. for the year ended December 31, 2025.
99.3		Unaudited interim condensed consolidated financial statements of Wilson, Sons Ultratug Participações S.A. for the six months ended June 30, 2026.
99.4		Unaudited interim condensed consolidated financial statements of Atlantic Offshore Services S.A. for the six months ended June 30, 2026.
99.5		Unaudited pro forma combined financial information for the Company for the year ended December 31, 2025 and for the six months ended June 30, 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.

	TIDEWATER INC.
Dated: November 9, 2026
	By:	/s/ Daniel A. Hudson
		Daniel A. Hudson
		Executive Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

Consolidated Financial Statements

Wilson, Sons Ultratug Participações S.A.

December 31, 2025

with Report of Independent Auditors

Wilson, Sons Ultratug Participações S.A.

Consolidated Financial Statements

December 31, 2025

Index

Report of independent auditors	1
Consolidated financial statements
Consolidated statement of financial position	3
Consolidated statement of profit or loss	4
Consolidated statement of comprehensive income	5
Consolidated statement of changes in equity	6
Consolidated statement of cash flow	7
Notes to the consolidated financial statements	8

Centro Empresarial PB 370 Praia de Botafogo, 370 8º ao 10º andar - Botafogo 22250-040 - Rio de Janeiro - RJ - Brasil Tel: +55 21 3263-7000 ey.com.br

Report of Independent Auditors

To the Shareholders and Board of Directors of

Wilson Sons Ultratug Participações S.A.

Qualified Opinion

We have audited the consolidated financial statements of Wilson Sons Ultratug Participações S.A. (the Company), which comprise the consolidated statements of financial position as of December 31, 2025, and the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, except for the omission of the information described in the Basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with IFRS Accounting Standards promulgated by the International Accounting Standards Board.

Basis for Qualified Opinion

As discussed in Note 1, the accompanying consolidated financial statements of Wilson Sons Ultratug Participações S.A. are presented solely to comply with Rule 3-05 of Regulation S-X and do not include comparative financial information as required by IAS 1, Presentation of Financial Statements.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards promulgated by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period; disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Uma empresa-membro da Ernst & Young Global Limited

1

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

● Exercise professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

May 06, 2026

2

Wilson, Sons Ultratug Participações S.A.

Consolidated statement of financial position

As of December 31, 2025

(In thousands of U.S. Dollars)

		Note			2025
Assets
Current assets
Cash and cash equivalents		3				18,959
Trade receivables		4				22,734
Related party		8				20
Inventories		5				13,071
Income taxes recoverable						1,208
Recoverable taxes						614
Prepaid expenses						1,219
Other						1,450
						59,275
Non-current assets
Trade receivables		4				5,737
Recoverable taxes						144
Judicial deposits						213
Property, plant and equipment		6				405,262
Intangible assets						88
Right-of-use assets		11				22,989
Other						1,762
						436,195
Total assets						495,470
Liabilities and equity
Current liabilities
Suppliers						5,679
Salaries and payroll charges						4,855
Taxes and contributions payable						3,045
Financing		7				47,393
Leases payable		11				15,035
Related party		8				3,776
Other						4,569
						84,352
Non-current
Provision for contingencies		10				1,097
Taxes and contributions payable						198
Financing		7				203,887
Lease payable		11				16,358
Deferred taxes		9 a				20,673
Other						265
						242,478
Equity
Capital		12				124,925
Capital reserve						20,474
Legal reserve						1,170
Profit reserve						22,225
Other comprehensive loss						(154	)
						168,640
Total liabilities and equity						495,470

See the accompanying notes to the consolidated financial statements.

3

Wilson, Sons Ultratug Participações S.A.

Consolidated statement of profit or loss

For the year ended December 31, 2025

(In thousands of U.S. Dollars)

		Note			2025
Revenue		13				240,437
Cost of services		14				(183,281	)
Gross profit						57,156
Administrative expenses		15				(17,346	)
Other operating expenses						(879	)
Operating profit						38,931
Finance expenses		16				(13,857	)
Finance income		16				4,953
Profit before income tax						30,027
Income tax expense		9 b				(2,937	)
Profit for the year						27,090

See the accompanying notes to the consolidated financial statements.

4

Wilson, Sons Ultratug Participações S.A.

Consolidated statement of comprehensive income

For the year ended December 31, 2025

(In thousands of U.S. Dollars)

		2025
Profit for the year			27,090
Other comprehensive income that may be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations			34
Net other comprehensive income that may be reclassified to profit or loss in subsequent periods			34
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods (net of tax):
Post-employment benefit			(27	)
Net other comprehensive loss that will not be reclassified to profit or loss in subsequent periods			(27	)
Other comprehensive income for the year, net of tax			7
Total comprehensive income for the year, net of tax			27,097

See the accompanying notes to the consolidated financial statements.

5

Wilson, Sons Ultratug Participações S.A.

Consolidated statement of changes in equity

For the year ended December 31, 2025

(In thousands of US Dollars)

		Capital				Capital reserve				Legal reserve				Profit reserve				Other comprehensive loss				Retained earnings				Total equity
As at January 1, 2025			124,925				20,474				-				-				(161	)			(3,695	)			141,543
Post-employment benefit			-				-				-				-				(27	)			-				(27	)
Exchange differences on translation of foreign operations			-				-				-				-				34				-				34
Profit for the year			-				-				-				-				-				27,090				27,090
Legal reserve (note 12 b)			-				-				1,170				-				-				(1,170	)			-
Profit reserve (note 12 d)			-				-				-				22,225				-				(22,225	)			-
At December 31, 2025			124,925				20,474				1,170				22,225				(154	)			-				168,640

See the accompanying notes to the consolidated financial statements.

6

Wilson, Sons Ultratug Participações S.A.

Consolidated statement of cash flow

For the year ended December 31, 2025

(In thousands of US Dollars)

		Note			2025
Operating activities
Profit before income tax						30,027
Adjustments to reconcile profit before income tax to net cash flows:
Net foreign exchange differences		16				(1,367	)
Depreciation of property, plant and equipment and right-of-use assets		14/15				61,849
Provision for expected credit losses		4				818
Net effect of lease remeasurement						(1,288	)
Interest in adjustment for inflation of taxes recoverable		16				(513	)
Interest in expense on financing and leases		7/16				10,183
Provision for contingencies		10				560
Other						(301	)
Working capital changes:
Decrease in trade receivables, related party, inventories, recoverable taxes, prepaid expenses and other assets						9,460
Increase in suppliers, salaries and payroll charges, taxes and contributions payable, related party, provision for contingencies and other liabilities						(4,244	)
						105,184
Income tax paid						(6,655	)
Net cash flows from operating activities						98,529
Investment activities
Purchase of property, plant and equipment		6				(26,313	)
Net cash flows used in investing activities						(26,313	)
Financing activities
Proceeds from financing		7				17,715
Payments of financing		7				(55,016	)
Interest paid from financing		7				(8,650	)
Payment of principal portion of lease liabilities		11.2				(12,809	)
Payment of financing related parties		8a				(9,870	)
Interest paid from financing related parties		8a				(3,136	)
Net cash flows used in financing activities						(71,766	)
Net increase in cash and cash equivalents						450
Net foreign exchange difference						2,062
Cash and cash equivalents at January 1						16,447
Cash and cash equivalents at December 31						18,959

See the accompanying notes to the consolidated financial statements.

7

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

1. General Information

Wilson, Sons Ultratug Participações S.A. (“Wsut”), headquartered at Rua da Quitanda, 86 - 6th floor, Rio de Janeiro - RJ, and is organized as a privately-held corporation. Wsut controls Wilson Sons Offshore S.A. (“WS Offshore”), Magallanes Navegação Brasileira S.A. (“Magallanes”) and WSUT Serviços Marítimos Ltda.

Wsut and subsidiaries (collectively, the Company) operate in the offshore industry and have as main purpose the provision of port and maritime support services, charter of ships and/or other vessels. The Company is a jointly controlled entity of Wilson Sons Holdings Brasil S/A and Remolcadores Ultratug Ltda.

2. Accounting policies

2.1. Basis of presentation of the consolidated financial statements

As discussed in subsequent event note 19, on February 22, 2026, the Company’s shareholders signed a Share Purchase Agreement (“SPA”) with Tidewater Inc. The Company’s accompanying consolidated financial statements are presented to comply with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission of the United States of America, and do not include comparative financial information as required by IAS 1, Presentation of Financial Statements. The consolidated financial statements have been prepared in accordance with IFRS accounting standards as issued by the International Accounting Standards Board (IASB), except for the lack of comparative financial information. The Company’s Board of Directors authorized the issuance of these consolidated financial statements on May 05, 2026.

The consolidated financial statements have been prepared on a historical cost basis. The consolidated financial statements are presented in U.S. Dollars (USD) and all values are rounded to the nearest thousand (USD000), except when otherwise indicated.

The Company has prepared the consolidated financial statements on the basis that it will continue to operate as a going concern.

2.2. Basis of consolidation

Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if, and only if, the Company has:

8

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

● Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

● Exposure, or rights, to variable returns from its involvement with the investee

● The ability to use its power over the investee to affect its returns

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Company gains control until the date the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Company’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Company loses control over a subsidiary, it derecognizes the related assets, liabilities and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.

The consolidated financial statements of Wsut includes the wholly owned subsidiaries of WS Offshore, Magallanes, and Wsut Serviços Marítimos Ltda.

2.3. Revenue recognition

We provide marine and transportation services to the offshore oil and gas industry in Brazil. We offer a large fleet of Platform Supply Vessels (“PSV” or collectively “vessels”). Our vessels and associated services support all phases of offshore crude oil and natural gas (also referred to as oil and gas) exploration, field development, production and maintenance activities. Our service offerings include the transportation of supplies necessary to sustain drilling and production operations.

Our revenues are derived primarily from vessel time charter or similar contracts ranging in duration from a few months to several years. To a lesser extent, we derive revenue from vessel time charter contracts on a “spot” basis, which are short-term agreements ranging from one day to several months.

9

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Our revenue is derived from charter contracts for which we provide vessel and crew on a rate per day of service basis. Services provided under respective charter contracts represent a single performance obligation satisfied over time. Customers are typically billed on a monthly basis following the revenue process below:

(i) Billed and unbilled revenue - amounts approved by the client, calculated based on charter contracts; and

(ii) Pro-rata temporis accrual (6 days or less) - accrual amounts to be approved by the client on the following month, calculated based on charter contracts.

2.4. Functional and reporting currency

Management determined U.S. dollars as the Wsut’s functional currency, since it best reflects the Wsut’s economic environment. The Company’s consolidated financial statements are presented in U.S. dollars. Foreign currency exchange gains and losses from the revaluation of our foreign currency denominated monetary assets and liabilities are included in the consolidated statement of income.

Transactions in foreign currencies are initially recorded by the Company’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration.

2.5. Cash and cash equivalents

Cash and cash equivalents include cash, bank accounts and short-term investments with highly liquid with a maturity of three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

10

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

2.6. Inventories

Inventories are valued at the lower of cost and net realizable value. The Company’s inventories are valued under average cost method. Provisions are established for slow-moving and obsolete inventory.

2.7. Property, plant and equipment (PP&E)

Recorded at acquisition or construction cost, including borrowing costs incurred on financing obtained for vessel construction, net of accumulated depreciation and accumulated impairment losses, if any.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Depreciation is calculated using the linear method at the rates disclosed in Note 6, which reflects the economic useful life of the related assets.

Our vessels require certification inspections twice in every five-year period. These costs include drydocking and survey costs necessary to ensure compliance with applicable regulations and maintain certifications for vessels with classification societies. These certification costs are typically incurred while the vessel is in drydock and may be incurred concurrent with other vessel maintenance and improvement activities. Costs related to the certification of vessels are deferred and amortized over 30 months on a straight-line basis. Maintenance costs incurred at the time of the recertification drydocking that are not related to the certification of the vessel are expensed as incurred.

The residual value and useful life of the assets and depreciation methods are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.8. Leases

The Company assesses, at contract inception, whether a contract is or contains a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a lessee

The Company applies a single approach to recognition and measurement for all leases, except for short-term and low-value leases. The Company recognizes lease liabilities to make lease payments and right-of-use assets that represent the right to use the underlying assets.

11

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Right-of-use assets

The Company recognizes right-of-use assets on the lease start date (that is, the date on which the underlying asset is available for use). Right-of-use assets are measured at cost, net of any accumulated depreciation and impairment losses and adjusted at any new measurement of lease liabilities.

The cost of right-of-use assets includes the amount of the recognized lease liabilities, the initial direct costs incurred, and payments of lease made up to the start date, net of possible lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shortest period between the lease term and the estimated useful lives of the assets if they were own or for the term of the lease agreement. Right-of-use assets are also subject to impairment.

Lease liabilities

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made during the lease term. Lease payments include fixed payments, less any lease incentives receivable, variable lease payments that depend on an index or rate, and expected amounts to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of fines for termination of the lease, if the lease term reflects the Company exercising the option to terminate the lease.

Variable lease payments that do not depend on an index or rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs.

When calculating the present value of lease payments, the Company uses its incremental borrowing rate (IBR) at the lease commencement date because the interest rate implied in the lease is not easily determinable. After the start date, the lease liability amount is increased to reflect the accrued interest and reduced for lease payments made. In addition, the book value of lease liabilities is remeasured if there is a change, a change in lease term, a change in lease payments for example, changes in lease payments or a change in the valuation of a call option of the underlying asset.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

12

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Company as a lessor

Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease term and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.

Contingent rents are recognized as revenue in the period in which they are earned.

2.9. Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

As of December 31, 2025, no impairment indicators were identified.

2.10. Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Company operates and generates taxable income.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred taxes

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

13

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Deferred tax liabilities are recognized for all taxable temporary differences, except:

● When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences

● In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

● When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences

● In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

14

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Sales tax.

Expenses and assets are recognized net of the amount of sales tax, except:

● When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

● When receivables and payables are stated with the amount of sales tax included.

Revenues are subject to the following sales taxes:

● PIS: 1.65%.

● COFINS: 7.6%.

● ISS: 3% (Rio de Janeiro) and 2% (Macaé)

2.11. Significant accounting judgments, estimates and assumptions

The preparation of the Company’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

15

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Leases - estimate of the incremental rate on financing and lease term

The Company is unable to promptly determine the implicit interest rate in the lease and thus considers its incremental financing rate to measure the lease liabilities. The incremental rate is the interest rate that the Company would have to pay upon financing, for a similar term and with similar collateral, the funds required to obtain the asset with a value similar to the right-of-use asset, in a similar economic environment. Thus, this assessment requires management to consider estimates when there are no observable rates available or when they need to be adjusted to reflect the terms and conditions of a lease.

The Company estimates the incremental rate using observable data when available and considers in this estimate aspects that are specific to the Company.

The determination of the incremental financing rate requires judgement regarding the lease term, including management’s assessment of whether extension or termination options are reasonably certain to be exercised, which impacts the maturity profile used in the rate estimation.

2.12. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initially measures a financial asset at its fair value plus transaction costs.

Considering Company’s business model of holding financial assets in order to collect contractual cash flows and that cash flow represents only payment of principal and interest, Company’s financial asset (composed by trade receivables and related party) is classified and measured at amortized cost.

16

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

Derecognition

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

Impairment

The Company applies a simplified approach in calculating expected credit losses (ECLs) of trade receivables. At each reporting date, the potentially uncollectible amount is assessed based on its historical credit loss experience for the purpose of determining the appropriate ECLs.

The Company considers a financial asset in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial Liabilities

Initial recognition, measurement and presentation

Financial liabilities are recognized initially at fair value net of directly attributable transaction costs. The Company’s financial liabilities include suppliers, salaries and payroll charges, financing, leases payable and related party.

Subsequent measurement

For purposes of subsequent measurement, considering the characteristic of the financial liabilities, they are classified as amortized cost.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

17

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Fair value of financial instruments

The Company considers that assets and liabilities measured at amortized cost have a carrying value approximate to their fair value and, therefore, information on their fair values is not presented.

2.13. Current and noncurrent classification

The Company has assets and liabilities in the statement of financial position based on the current/noncurrent classification. An asset is classified as current when:

● It is expected to be realized, sold or used in the normal operating cycle.

● It is held primarily for negotiation purposes.

● It is expected to be realized within 12 months after the reporting period.

● Cash and cash equivalents unless there are restrictions as to its exchange, i.e. used to settle a liability for at least 12 months after the reporting period.

All other assets are classified as noncurrent. A liability is classified as current when:

● It is expected to be settled in the normal operating cycle.

● It is held primarily for negotiation purposes.

● It is expected to be realized within 12 months after the reporting period.

● There is no unconditional right to defer the settlement of the liability for at least 12 months after the period of disclosure.

The Company classifies all other liabilities as non-current.

18

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

2.14. New and amended standards and interpretations

The Company applied for the first-time the following amendment, which is effective for annual periods beginning on or after January 1, 2025. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Lack of exchangeability - Amendments to IAS 21

For annual reporting periods beginning on or after January 1, 2025, Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments did not have a material impact on the Company’s financial statements.

2.15. Standards issued but not yet effective

IFRS 18: Presentation and disclosure in the financial statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 - Presentation of Financial Statements. IFRS 18 introduces new presentation requirements in the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all revenues and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes, and discontinued operations, of which the first three are new. The standard also requires the disclosure of performance measures defined by management, subtotals of revenues and expenses, and includes new requirements for the aggregation and disaggregation of financial information based on the identified “functions” of the primary financial statements and the explanatory notes.

Moreover, restricted scope changes were made to IAS 7 - Statement of Cash Flows, which include changing the starting point for determining cash flows from operating activities using the indirect method, from “profit or loss for the period” to “operating profit or loss,” and removing the optionality for classifying cash flows of dividends and interest. In addition, there are consequential amendments to several other standards.

19

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

IFRS 18 and the amendments to the other standards are effective for reporting periods beginning on or after January 1, 2027, and shall be applied on a retrospective basis. In Brazil, early adoption is not permitted. The Company is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Company’s financial statements are, as follows:

● Foreign exchange difference will be classified in the category where the related income and expense form the item giving rising to the foreign exchange difference.

● New disclosure will be added: (a) management-defined performance measures; (b) specified expense by nature if expenses are presented by function in the operating category of the statement of profit or loss; and (c) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.

The Company is currently working to identify all impacts the changes will have on the financial statements and notes.

Amendments to the Classification and Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:

● A clarification that a financial liability is derecognized on the ‘settlement date’ and the introduction of an accounting policy choice (if specific conditions are met) to derecognize financial liabilities settled using an electronic payment system before the settlement date

● Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed

● Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments

● The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI)

The Amendments are effective for annual periods starting on or after January 1, 2026, with early adoption permitted for classification of financial assets and related disclosures only. The Company does not anticipate that the amendments will have a material effect on the Company’s financial statements.

20

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

3. Cash and cash equivalents

		2025
Cash and banks			11
Brazilian interbank deposit rate investment funds and repurchase agreements			18,948
Total			18,959

Brazilian interbank deposit rate investment funds and repurchase agreements are securities issued by banks and sold to the public as a form of fund raising. Such marketable securities are highly liquid deposits that can be traded during the contracted term, at any time, without significant loss and are used for the fulfillment of short-term obligations by the Company. The average return of these investments in the year ended December 31, 2025, is 90% of the variation of the Interbank Deposit Certificate - CDI.

4. Trade receivables

Petrobras represents 91% of trade receivable balance on December 31, 2025. The amount related to Petrobras corresponds to services that had already been rendered up to December 31, 2025, including billed invoices and amounts to be billed based on the terms and conditions of the agreement, as well as other services rendered whose performance obligations were satisfied over time. On December 31, 2025, trade receivables include pro-rata temporis accrual related to 6 days or less, calculated based on charter contracts.

The Company understands that the performance indicator for recognizing service revenue and the corresponding accounts receivable is substantially based on the measurement report provided by the customer itself, indicating and formalizing its due release/approval. The unbilled amounts had their invoices issued in the subsequent period for the same amounts recorded as of December 31, 2025, with no differences that could indicate significant losses for the Company.

		2025
Billed invoices			1,860
Unbilled invoices			16,745
Accrual pro-rata temporis			3,347
Contractual retention (i)			1,623
(-) Provision for expected credit losses			(841	)
Current trade receivables			22,734
Contractual retention (i)			5,737
Non-current trade receivables			5,737

(i) Petrobras contractually retains a portion of suppliers contracts to secure potential future labor risks arising from the rendering of services and release the amounts 90 days after the completion of the contract. The Company performs the segregation between current and non-current of the retained values considering 90-day-period after the contract completion.

21

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Set out below is the movement in the allowance for expected credit losses of trade receivables:

		2025
As at January 1			-
Foreign exchange			23
Provision for expected credit losses			818
As at December 31			841

5. Inventories

		2025
Diesel			1,656
Operating supplies			474
Maintenance supplies			9,983
Other			958
			13,071

6. Property, plant and equipment

		Useful life				Cost				Accumulated depreciation				Net book value 2025
Vessels (a)			25				957,666				(568,697	)			388,969
Drydocking with third party			2.5				13,947				(7,240	)			6,707
Spare parts and components			10-25				4,370				(2,260	)			2,110
Assets under construction			-				6,766				-				6,766
Other			5 to10				3,067				(2,357	)			710
Total							985,816				(580,554	)			405,262

(a) The vessel account includes expenditure capitalized with docking whose depreciation occurs in 2.5 years.

22

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

The movement in property, plant and equipment for the year ended December 31, 2025:

Cost		Vessels				Drydocking with third party				Spare parts and components				Assets under construction				Others				Total
At 31 December 2024			938,343				8,465				4,273				5,618				2,938				959,637
Addition			19,386				5,482				97				1,148				200				26,313
Write-offs			(63	)			-				-				-				(71	)			(134	)
At 31 December 2025			957,666				13,947				4,370				6,766				3,067				985,816
Depreciation
At 31 December 2024			(517,300	)			(4,755	)			(1,883	)			-				(2,253	)			(526,191	)
Depreciation charge for the year			(51,460	)			(2,485	)			(377	)			-				(207	)			(54,529	)
Write-offs			63				-				-				-				103				166
At 31 December 31 2025			(568,697	)			(7,240	)			(2,260	)			-				(2,357	)			(580,554	)
Net book value at 31 December 2025			388,969				6,707				2,110				6,766				710				405,262

7. Financing

Vessels	Entity		Current				Non-current				Total			Maturity date	Creditor banks - Interest rate%
Petrel	Magallanes			1,468				5,836				7,304		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10% .
Petrel	Offshore			153				786				939		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Skua	Magallanes			1,501				5,967				7,468		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Skua	Offshore			151				773				924		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Fulmar	Magallanes			1,310				5,210				6,520		between 2026 and 2027	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Torda	Offshore			3,489				9,335				12,824		between 2026 and 2027	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Fumar	Magallanes			431				72				503		between 2026 and 2030	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Gaivota	Offshore			215				429				644		between 2026 and 2028	BNDES - US Dollar + 3.00%
Fragata	Offshore			712				1,390				2,102		between 2026 and 2030	BNDES - US Dollar + 3.00%
Pelicano	Offshore			630				2,607				3,237		between 2026 and 2035	BNDES - US Dollar + 3.0 up to 3.73%
Atobá	Offshore			136				250				386		between 2026 and 2030	BNDES - US Dollar + 3.00%
Biguá	Offshore			2,376				118				2,494		between 2026 and 2027	BNDES - US Dollar + 2.64 up to 3.00%
Talha-Mar	Offshore			3,895				4,703				8,598		between 2026 and 2032	BNDES - US Dollar + 2.64 up to 3.00%.
Cormoran	Offshore			2,943				14,258				17,201		between 2026 and 2035	BNDES - US Dollar + 3.0 to 3.43%
Sterna	Offshore			3,115				15,566				18,681		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.43%
Batuíra	Offshore			3,189				17,125				20,314		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.43%
Prion	Offshore			3,768				17,324				21,092		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Tagaz	Offshore			3,694				18,134				21,828		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Alcatraz	Offshore			4,305				18,933				23,238		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Zarapito	Offshore			4,015				17,405				21,420		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Larus	Offshore			2,767				24,459				27,226		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.20%
Pinguim	Offshore			2,617				23,122				25,739		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.20%
Mandrião	Offshore			127				21				148		between 2026 and 2027	BNDES - US Dollar + 3.00%
Ostreiro	Offshore			386				64				450		between 2026 and 2027	BNDES - US Dollar + 3.00%
				47,393				203,887				251,280

23

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Financing movement in 2025 is shown below:

Financing		2025
Initial balance			288,618
Addition			17,715
Payments of principal			(55,016	)
Payments of interest			(8,650	)
Interest expense			8,613
Final balance			251,280

As of December 31, 2025, the maturity schedule of the non-current financing is presented as follows:

		2025
2027			39,383
2028			33,291
2029			32,752
2030			32,752
2031			25,803
2032			19,617
2033			9,018
2034			5,930
2035			5,341
Total			203,887

a) Guarantiees

Financings were obtained from BNDES and Banco do Brasil, and fifteen agreements are secured by the respective vessels, with net book value of USD 327,711. Four PSV vessels with existing financing include additional guarantees corresponding to three months of debt interest and are managed through an escrow account. As of December 31, 2025, the balance of this escrow account is USD 1,525, and it is classified as other non-current assets.

b) Covenants

Financing of our Magallanes subsidiary has a financial covenant related to the Banco do Brasil agreements requiring the maintenance of Magallanes’ EBITDA coverage ratio equal or greater than 1.1 over the current borrowings, as of December 31 of each year. As of December 31, 2025, the Company was in compliance with this covenant.

24

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

8. Related party

		2025
										Right of use
		Related Party				Related Party				assets (note				Lease payable
Related parties (affiliates)		- asset				- liability				11.1 a)				(note 11.2 b)				Profit or loss			Nature
Wilson Sons Shipping Service			2				52				-				-				(224	)	Agency and rental
Wilson Sons S.A.(a)			-				1				-				-				(111	)	Mutual Interest
South Patagonia Service S.A (b)			-				3,669				22,414				30,783				(10,217	)	Charter of vessels
Wilson Sons Serviços Marítimos			18				35				-				-				(637	)	Docking
Rochamar agência Marítima			-				19				-				-				(287	)	Agency
Remolcadores (a)			-				-				-				-				(111	)	Mutual Interest
			20				3,776				22,414				30,783				(11,587	)

(a)  The Company paid, during 2025, a total of USD 13,006 related to this loan agreement (payment of principal balance of USD 9,870 and payment of accumulated interest of USD 3,136).

(b)  South Patagonia Service S.A, subsidiary of Atlantic Offshore Service S.A, has lease´s agreement with subsidiary WS Offshore related.

Key management personnel

The amount USD 510 related to payments made by the Company to key management personnel was recognized as an expense in 2025.

Short-term employee benefits			505
Post-employment benefits			5
Total			510

9. Current and deferred income tax and social contribution

a) Deferred taxes

Deferred income tax and social contribution are calculated on tax loss carryforwards for corporate income tax (“IRPJ”), negative tax bases for social contribution on net income (“CSLL”), and on temporary differences between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. The tax rates currently established for the measurement of deferred taxes are 25% for income tax and 9% for social contribution.

25

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Deferred tax assets (DTA) are recognized only to the extent that it is probable that future taxable profits will be available against which deductible temporary differences and/or accumulated tax losses can be utilized, whereas deferred tax liabilities are recognized in full. Deferred tax assets were recognized based on projections of future taxable profits. The Company has unrecognized DTA amounting USD 1,360 (USD 4,000 tax basis) due to tax losses that are not recoverable under IAS12.

The income tax calculation basis on assets and liabilities is determined in BRL, while the financial statements have functional currency in U.S. dollars. Accordingly, fluctuations in the exchange rate may have a significant impact on the amount of income tax expense, particularly with respect to non-monetary assets.

The Company also applies accelerated depreciation of vessels for tax purposes, which gives rise to temporary differences between tax depreciation and accounting depreciation.

		2025
		Assets				Liabilities				P&L
Deferred income tax losses			28,813				-				(1,207	)
Accelerated depreciation			-				27,470				(671	)
Exchange rate variation taxed by cash basis			42,493				-				15,335
Foreign currency exchange			-				64,764				(17,266	)
Deferred income taxes on IFRS 16			255				-				105
Total			71,561				92,234				(3,704	)
Net deferred taxes			-				20,673

b) Income tax expense

Reconciliation of tax expense and the accounting profit multiplied by the Company’s domestic tax rate for 2025:

		2025
Profit before income tax			30,027
Income tax rate			34	%
Income tax expense according to statutory tax rate in Brazil			(10,209	)
Non-deductible expenses			(257	)
Unrecognised deferred tax			127
Foreign currency exchange effect on tax			7,402
Total tax expenses at the effective income tax rate of 10%			(2,937	)
Income tax			(6,641	)
Deferred tax			3,704
Total tax expenses			(2,937	)

26

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

10. Provision for contingencies

a) Provision for legal and administrative proceedings:

The Company are subject to labor, tax, civil, and environmental lawsuits arising from the normal course of business. The Company makes estimates to determine the probability of cash outflows, based on technical assessments by its legal advisors and Management’s judgments. Provisions are established for cases where it is concluded that a present obligation exists, the loss of which is considered probable, and for which it is possible to make a reliable estimate of the amount to be disbursed.

		Tax				Labor				Total
December 31, 2025			341				756				1,097

Tax contingencies

The Company is a party to a judicial dispute related to the payment of the Municipal Services Tax (ISS) in the municipality of Macaé, which primarily concerns the determination of the appropriate place of provision of services for taxation purposes.

In 2025, based on recent court decisions and legal counsel’s assessment, management concluded that there is no longer a realistic possibility of successfully reversing the tax assessment. Accordingly, the Company recognized a provision of USD 560 for probable loss related to this matter.

Labor contingencies

Labor lawsuits, mainly concern labor-related payments that employees claim.

b) Legal and administrative proceedings whose losses are assessed as possible:

Relevant contingent liabilities, adjusted for interest and monetary inflation where applicable, for which Management, based on opinions from its legal advisors, assesses that the probability of loss is classified as possible, are not recognized in the financial statements and are only disclosed in this note.

		Civil				Labor				Tax				Total
December 31, 2025			320				8,169				503				8,992

27

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

Tax contingencies

The Company has received tax assessment notices that are currently under administrative appeal regarding the offsetting of tax credits and CIDE (Contribution for Intervention in the Economic Domain).

Labor contingencies

Labor lawsuits, mainly concern labor-related payments that employees claim.

Civil contingencies

Civil action requesting lifetime health plan coverage for former employees and dependents.

11. Lease agreements

11.1. Right-of-use

Right-of-use per class of assets		Vessels				Real Estate				Vehicles				Total
		(a)				(b)				(b)
As at December 31, 2024			13,039				446				88				13,573
Additions (c)			16,296				325				115				16,736
Amortization			(6,921	)			(276	)			(123	)			(7,320	)
As at December 31, 2025			22,214				495				80				22,989

(a) Lease with related party (note 8).

(b) The Company has lease agreements for its head office and two branches (in Macaé and Niterói) that serve as operational bases and rental of vehicles used to support the Company’s operations.

(c) The additions mainly relate to the extension of lease term for one vessel and the remeasurement of one vessel’s contract. The Company had non-cash additions to right-of-use assets of USD 16,736 in 2025.

28

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

11.2. Lease payable

		Vessels (a)				Real Estate				Vehicles				Total
As at 1 January			26,335				681				52				27,068
Additions (b)			15,315				18				115				15,448
Accretion of interest			1,489				67				14				1,570
Payments			(12,356	)			(347	)			(106	)			(12,809	)
Foreign currency			-				103				13				116
As at 31 December			30,783				522				88				31,393
Total current															15,035
Total non-current															16,358

(a) Lease with related party (note 8).

(b) The additions mainly relate to the extension of the contractual term for one vessel and the remeasurement of one vessel’s contract. The Company had non-cash additions to lease liabilities of USD 15,448 in 2025.

On December 31, 2025, the maturity profile of the Company’s non-current lease liabilities is as follows:

		12/31/2025
2027			3,064
2028			3,216
2029			3,473
2030			3,666
2031			2,939
Total			16,358

12. Equity

a) Capital

As of December 31, 2025, the issued capital amounts to USD 124,925, comprised by 547,584,358 common shares, as follows:

		2025
Wilson, Sons Holding Brasil S.A.			273,792,179
Remolcadores Ultratug Ltda.			273,792,179
Total			547,584,358

29

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

b) Legal reserve

In accordance with Article 193 of the Brazilian Corporations Law, this reserve is constituted at 5% of net income for the year, after absorbing accumulated losses up to the limit of 20% of capital or 30% of capital plus capital reserves. The legal reserve may only be used to increase capital or to offset accumulated losses.

c) Dividends

The Company’s articles of incorporation establish that there is no mandatory minimum dividend and that the allocation of profit for the year is subject to approval by the shareholders’ meeting. In 2025, no dividends were paid to shareholders.

d) Profit reserve

The Company retains its profits with the objective of settling its long-term obligations incurred to support its investments, and as determined by the shareholders’ meeting, the remaining balance is allocated for dividend distribution.

13. Revenue

		2025
Revenue from services rendered (a)			265,262
VAT - ISS			(287	)
VAT - PIS			(4,377	)
VAT - COFINS			(20,161	)
Total			240,437

(a) Petróleo Brasileiro S.A. - Petrobras and Subsea7 Services do Brasil Ltda. (“Subsea7”) represent, 74% and 21%, respectively, of the Company’s total revenue recognized in 2025. The agreement between the Company and Subsea7 ended in the third quarter of 2025.

14. Costs of services

		2025
Depreciation and amortization			(54,397	)
Salaries			(51,177	)
Maintenance services			(26,715	)
Vessels chartering			(33,511	)
Right-of-use amortization			(6,870	)
Materials and operation costs			(10,611	)
Total			(183,281	)

30

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

15. Administrative expenses

		2025
Salaries			(12,302	)
Consulting, professional and legal services			(1,599	)
Rentals			(200	)
Communication			(49	)
Audit			(81	)
Travels			(789	)
Maintenance			(55	)
Energy			(33	)
IT			(773	)
Depreciation			(132	)
Right-of-use amortization			(450	)
Office supplies			(154	)
Other			(729	)
Total			(17,346	)

16. Finance income (expenses)

		2025
Financial income
Income from cash and cash equivalents			635
Interest on adjustment for inflation of taxes recoverable			513
Foreign currency exchange gain			2,968
Other			837
Total finance income			4,953
Finance expenses
Interest expense - financing			(8,613	)
Interest expense - lease			(1,570	)
Interest expense - financing related parties			(222	)
Tariff on financial operations			(1,072	)
Foreign currency exchange loss			(1,601	)
Other			(779	)
Total finance expenses			(13,857	)

17. Pensions and other post-employment benefit plans

The Company sponsors a defined contribution plan, WS PREV, managed by Icatu Seguros, for their employees. Participation in the plan is optional, and in the event of retirement or termination, the Company ceases its contributions. The contributions made by the Company to such plan amounted to USD 401 for December 31, 2025.

31

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

18. Financial assets and financial liabilities risk management objectives and policies

The Company senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company.

The financial risk committee provides assurance to the Company senior management that the Company financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.

a) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

b) Interest rate risk

The interest rate risk to which the Company is exposed is due to its long-term debt and, to a lesser extent, short-term debt.

c) Exchange rate risk

The Company’s profit or loss is susceptible to suffering variations due to the Exchange rate volatility, since their operations are substantially carried out in US Dollars, which makes it their functional currency and Company has significance balances on BRL. The sensitivity analysis presented below estimates the impacts of a depreciation of the Brazilian real against the U.S. dollar based on the position as of December 31, 2025.

		Thousands of BRL				Risk		25%				50%
Assets			297,465			Depreciation of the BRL			(74,197	)			(148,530	)
Liabilities			108,443			Depreciation of the BRL			27,049				54,148
Total									(47,148	)			(94,382	)

32

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

d) Liquidity risk

Liquidity risk consists of the possibility that the Company does not have sufficient resources to comply with their commitments due to the different currencies and settlement periods of their rights and obligations.

The Company´s liquidity and cash flow control are monitored on daily basis by Corporate Management departments, in order to make sure that the operating cash flow and the previous fundraising, if applicable, are sufficient to maintain their schedule, thus not giving rise to liquidity risk for the Company. The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments

		Less than one year				1 year				2 to 5 years				> 5 years				Total
Financing			49,134				40,667				109,542				63,847				263,190
Lease			15,520				4,203				11,642				2,911				34,276
Total			64,654				44,870				121,184				66,758				297,466

As of December 31, 2025, the Company had a negative net working capital of USD 25,077. During 2025 the Company experienced a recovery in daily prices and volumes which resulted in a profit for the year. Management’s cash flow projections for 2026 indicate positive operating cash flows, which are expected to be sufficient to support the Company’s ongoing operations and to meet its short-term obligations as they fall due in the normal course of business.

e) Capital risk management

The Company manages its capital through the leverage ratio, which is calculated as net debt divided by total capital (equity + third party capital). The Company includes in net financing, related party loans, and trade payables, less cash and cash equivalents.

		2025
Financing			251,280
Lease			31,393
Assets and liabilities with related parties			3,796
Suppliers			5,679
Cash and cash equivalents			(18,959	)
Net debt			273,189
Equity			168,640
Capital and net debt			441,829
Leverage ratio			62	%

33

Wilson, Sons Ultratug Participações S.A.

Notes to the consolidated financial statements

December 31, 2025

(In thousands of US Dollars)

The Company’s strategy is to finance the construction of vessels through shareholder funded resources during the construction period and, after completion, through resources from the BNDES and Banco do Brasil, with the vessels serving as collateral. As a result, the leverage ratio tends to be high, since the Company has been implementing its business plan over the past years.

f) Commodity price risk - Oil price

The Company operates in the Brazilian offshore maritime support industry, providing PSV services primarily to oil and gas exploration and production (E&P) operators, with a significant portion of its activities related to contracts with Petrobras and other domestic companies.

Accordingly, the Company is exposed to commodity price risk associated with fluctuations in international crude oil prices, as the level of offshore exploration and production activity in Brazil is influenced, among other factors, by oil price dynamics. Sustained periods of lower oil prices may result in reduced investments by E&P operators, potentially affecting demand for maritime support services, fleet utilization levels and charter rates.

Although Petrobras plays a central role in the Brazilian offshore market and typically enters into medium to long term charter agreements, variations in oil prices may indirectly impact bidding activity, contract renewals and the timing of new projects. The Company continuously monitors market conditions and seeks to mitigate this exposure through long term contracts, operational flexibility and cost discipline initiatives.

19. Subsequent events

Execution of Share Purchase Agreement for the divestment of control by Wilson Sons Holdings Brasil S/A and Remocaldores Ultratug Ltda.

On February 22, 2026, the Company’s shareholders, Wilson Sons Holdings Brasil S/A and Remolcadores Ultratug Ltda., (“Sellers”) entered into a Share Purchase Agreement (“SPA”) with Tidewater (“Buyer”) to sell all 547,584,358 common shares issued by the Company to the Buyer.

The closing of the Transaction is subject to the fulfillment of customary conditions for transactions of this nature, including, but not limited to, approval by the Administrative Council for Economic Defense (CADE). Prior to the closing of the transaction the Company also needs to obtain a covenant waiver from Banco do Brasil and BNDES due to the controlling change on the ownership.

34

Exhibit 99.2

Consolidated Financial Statements

Atlantic Offshore Services S.A.

December 31, 2025

with Report of Independent Auditors

Atlantic Offshore Services S.A.

Consolidated financial statements

December 31, 2025

Contents

Report of independent auditors	1
Consolidated financial statements
Consolidated statement of financial position	3
Consolidated statement of profit or loss	4
Consolidated statement of comprehensive income	5
Consolidated statement of changes in equity	6
Consolidated cash flows statement	7
Notes to consolidated financial statements	8

Centro Empresarial PB 370 

Praia de Botafogo, 370 

8º ao 10º andar - Botafogo 

22250-040 - Rio de Janeiro - RJ - Brasil 

Tel: +55 21 3263-7000 

ey.com.br

Report of Independent Auditors

To the Shareholders and management of

Atlantic Offshore Services S.A.

Qualified Opinion

We have audited the consolidated financial statements of Atlantic Offshore Services S.A. (the Company), which comprise the consolidated statement of financial position as of December 31, 2025, and the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, except for the omission of the information described in the Basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with IFRS Accounting Standards promulgated by the International Accounting Standards Board.

Basis for Qualified Opinion

As discussed in Note 1, the accompanying consolidated financial statements of Atlantic Offshore Services S.A. are presented solely to comply with Rule 3-05 of Regulation S-X and do not include comparative financial information as required by IAS 1, Presentation of Financial Statements.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards promulgated by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period; disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Uma empresa-membro da Ernst & Young Global Limited

1

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

● Exercise professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

May 06, 2026

2

Atlantic Offshore Services S.A.

Consolidated statement of financial position

As of December 31, 2025

(In thousands of U.S. Dollars)

		Note				2025
Assets
Current assets
Cash and cash equivalents			3				10,011
Intercompany accounts receivable			4				11,430
Inventory							108
Other							2
							21,551
Non-current assets
Property, plant and equipment			5				42,748
							42,748
Total assets							64,299
Liabilities and equity
Current liabilities
Accounts payable							61
Intercompany accounts payable							13
Other							154
							228
Equity			6
Capital							48,343
Retained earnings							15,728
							64,071
Total liabilities and equity							64,299

See accompanying notes to the consolidated financial statements.

3

Atlantic Offshore Services S.A.

Consolidated statement of profit or loss

For the year ended December 31, 2025

(In thousands of U.S. Dollars)

		Note				2025
Revenue			7				9,990
Cost of services			8				(3,034	)
Gross profit							6,956
Operating expenses
General and administrative			9				(262	)
Operating profit							6,694
Financial expenses							(2	)
Profit before income taxes							6,692
Income tax							(111	)
Profit for the year							6,581

See accompanying notes to the consolidated financial statements.

4

Atlantic Offshore Services S.A.

Consolidated statement of comprehensive income

For the year ended December 31, 2025

(In thousands of U.S. Dollars)

		2025
Profit for the year			6,581
Comprehensive income			6,581

See accompanying notes to the consolidated financial statements.

5

Atlantic Offshore Services S.A.

Consolidated statement of changes in equity

For the year ended December 31, 2025

(In thousands of US dollars)

		Capital				Retained earnings				Total
As at January 1, 2025			48,343				11,147				59,490
Dividends distributed (note 6 b)		´-					(2,000	)			(2,000	)
Profit for the year			-				6,581				6,581
At December 31, 2025			48,343				15,728				64,071

See accompanying notes to the consolidated financial statements.

6

Atlantic Offshore Services S.A.

Consolidated statement of cash flows

For the year ended December 31, 2025

(In thousands of U.S. Dollars)

		2025
Operating activities
Profit before tax			6,692
Adjustments to reconcile profit before tax to net cash flows:
Depreciation (note 8)			3,025
Working capital changes:
Intercompany accounts receivable			2,365
Other assets			(2	)
Accounts payable			2
Other liabilities			(81	)
Income tax paid			(111	)
Net cash flows from operating activities			11,890
Financing activities
Dividends paid (note 6 b)			(2,000	)
Net cash flows used in financing activities			(2,000	)
Net increase in cash and cash equivalents			9,890
Cash and cash equivalents at January 1			121
Cash and cash equivalents at December 31			10,011

See accompanying notes to the consolidated financial statements.

7

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

1. General Information

Atlantic Offshore Services S.A. (“AOS”) has been established as “corporation” in 2011 with headquarter at Rua Elvira Mendez, 65 - Edifício Interseco, Panamá City, Republic of Panama. The Company is a joint venture between Wilson Sons Holding S.A. and Ultranav International II, S.A.

AOS and subsidiaries (collectively, the Company) operate in the offshore industry. The Company has three vessels in its fleet (Mandrião, Pardela and Ostreiro) and is primarily engaged in providing port and marine support services, chartering of ships and/or other vessels. During the year ended December 31, 2025, all of the Company's vessels have active contracts with related parties.

2. Accounting policies

2.1. Basis of presentation of the consolidated financial statements

As discussed in subsequent event note 11, on February 22, 2026, the Company’s shareholders signed a Share Purchase Agreement (“SPA”) with Tidewater Inc. The accompanying consolidated financial statements of AOS are presented to comply with Rule 3-05 of Regulation S-X and do not include comparative financial information as required by IAS 1, Presentation of Financial Statements. The consolidated financial statements have been prepared in accordance with IFRS accounting standards as issued by the International Accounting Standards Board (IASB), except for the lack of comparative financial information. The Company’s Board of Directors authorized issuance of these consolidated financial statements on May 05, 2026.

The consolidated financial statements have been prepared on a historical cost basis. The consolidated financial statements are presented in US Dollars (USD), and all values are rounded to the nearest thousand (USD000), except when otherwise indicated.

The Company has prepared the financial statements on the basis that it will continue to operate as a going concern.

2.2. Basis of consolidation

Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if, and only if, the Company has:

● Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

8

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

● Exposure, or rights, to variable returns from its involvement with the investee

● The ability to use its power over the investee to affect its returns

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Company gains control until the date the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Company’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full upon consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Company loses control over a subsidiary, it derecognizes the related assets, liabilities and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.

The consolidate financial statements of Atlantic Offshore Services S.A., includes the wholly owned subsidiary South Patagonia Services S.A. (“SPS”).

2.3. Current and noncurrent classification

The Company has assets and liabilities in the statement of financial position based on the current/noncurrent classification. An asset is classified as current when:

● It is expected to be realized, sold or used in the normal operating cycle.

● It is held primarily for negotiation purposes.

● It is expected to be realized within 12 months after the reporting period.

● Cash and cash equivalents unless there are restrictions as to its exchange, i.e. used to settle a liability for at least 12 months after the reporting period.

All other assets are classified as noncurrent. A liability is classified as current when:

● It is expected to be settled in the normal operating cycle.

● It is held primarily for negotiation purposes.

● It is expected to be realized within 12 months after the reporting period.

9

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

● There is no unconditional right to defer the settlement of the liability for at least 12 months after the period of disclosure.

The Company classifies all other liabilities as non-current.

2.4. Revenue recognition

Our revenues are derived from vessel charter contracts with related parties for an indefinite term. The Company has three Platform Supply Vessels (PSVs). PSVs generally have cargo carrying capacities, both below the deck (e.g., liquid mud tanks and dry bulk tanks) and above the deck.

Our PSVs are outfitted with dynamic positioning capabilities, which allow the vessels to maintain an absolute or relative position when mooring an offshore installation or rig, or another vessel is deemed unsafe, impractical or undesirable. Our PSVs also have oil recovery, firefighting, standby rescue and/or other specialized equipment.

The base rate is a fixed day rate whenever these PSVs are operating with the final customer in the oil and gas industry. These services are billed on monthly basis considering the daily fee rate with reductions related to PSVs operation issues, if any.

The Company acts as a lessor in charter contracts in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset. Such transactions are accounted for as operating leases. Revenue derived from rental is accounted for on a straight-line basis over the lease-term and is included in revenue in the statement of profit or loss due to its operating nature. Contingent rents are recognized as revenue in the period in which they are earned.

2.5. Functional and reporting currency

The management defined the U.S. dollars as its functional currency, since it best reflects the Company’s economic environment. The Company is presenting its financial statements in U.S. dollars. Foreign currency exchange gains and losses from the revaluation of our foreign currency denominated monetary assets and liabilities are included in the consolidated statement of income.

2.6. Cash and cash equivalents

Cash and cash equivalents include cash, bank accounts and short-term investments with highly liquid with a maturity of three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

10

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

2.7. Property, plant and equipment (PP&E)

Our vessels are recorded at acquisition cost or construction cost, including borrowing costs incurred on financing obtained for vessel construction, net of accumulated depreciation and accumulated impairment losses, if any. Depreciation is computed on the straight-line basis beginning on acquisition date or on the date construction is completed, using estimated useful lives of 25 years. Estimated remaining useful lives are reviewed when there has been a change in circumstances that indicates the original estimated useful life may no longer be appropriate. Upon retirement or disposal of a fixed asset, the costs and related accumulated depreciation are removed from the respective accounts, and any gains or losses are included in our statement of profit or loss.

Our vessels require certification inspections twice in every five-year period. These costs include drydocking and survey costs necessary to ensure compliance with applicable regulations and maintain certifications for vessels with classification societies. These certification costs are typically incurred while the vessel is in drydock and may be incurred concurrent with other vessel maintenance and improvement activities. Our related party which leases our vessels is responsible for these costs and other maintenance costs so they are not booked in our PP&E.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

The residual value and useful life of the assets and depreciation methods are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.8. Provision for impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value-in-use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. As of December 31, 2025, no impairment indicators were identified.

11

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

2.9. Taxes

Panama: Revenues from sales and services provided to offshore companies are not subject to billing taxes. AOS is not subject to corporate income tax because foreign-source income is not taxable.

Uruguay: Uruguayan non-resident entities are taxed on assets situated in Uruguay and certain liabilities can be deducted from taxable assets. Our Uruguayan subsidiary (South Patagonia Service S.A.) is taxed at a flat rate of 1.5%.

2.10. Profit distribution

Profit distributions are determined after yar-end, and need to be approved by the Board of Directors. There are no minimum dividends required by law.

2.11. Financial instruments

Financial instruments - initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

a) Financial assets - Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initially measures a financial asset at its fair value plus transaction costs.

Considering Company’s business model of holding financial assets in order to collect contractual cash flows and that cash flow represents only payment of principal and interest, Company’s financial asset (composed by intercompany accounts receivable) is classified and measured at amortized cost.

Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

Derecognition: A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

12

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

Impairment: The Company applies a simplified approach in calculating expected credit losses (ECLs) of intercompany accounts receivable. At each reporting date, the potentially uncollectible amount is assessed based on its historical credit loss experience for the purpose of determining the appropriate ECLs. The Company considers a financial asset in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

b) Financial liabilities

Initial recognition, measurement and presentation. Financial liabilities are recognized initially at fair value net of directly attributable transaction costs. The Company’s financial liabilities include accounts payable, intercompany accounts payable and other liabilities.

Subsequent measurement: For purposes of subsequent measurement, considering the characteristic of the financial liabilities, they are classified as amortized cost.

Derecognition: A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

c) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

d) Fair value of financial instruments

The Company considers that assets and liabilities measured at amortized cost have a carrying value approximate to their fair value and, therefore, information on their fair values is not presented.

2.12. New and amended standards and interpretations

The Company applied for the first-time the following amendment, which is effective for annual periods beginning on or after January 1, 2025. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

13

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

Lack of exchangeability - Amendments to IAS 21

For annual reporting periods beginning on or after January 1, 2025, Lack of Exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments did not have a material impact on the Company’s financial statements.

2.13. Standards issued but not yet effective

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 - Presentation of Financial Statements. IFRS 18 introduces new presentation requirements in the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all revenues and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes, and discontinued operations, of which the first three are new. The standard also requires the disclosure of performance measures defined by management, subtotals of revenues and expenses, and includes new requirements for the aggregation and disaggregation of financial information based on the identified “functions” of the primary financial statements and the explanatory notes.

Moreover, restricted scope changes were made to IAS 7 - Statement of Cash Flows, which include changing the starting point for determining cash flows from operating activities using the indirect method, from “profit or loss for the period” to “operating profit or loss,” and removing the optionality for classifying cash flows of dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18 and the amendments to the other standards are effective for reporting periods beginning on or after January 1, 2027, and shall be applied on a retrospective basis. The Company is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impact on Company’s financial statements is as follows:

● New disclosure will be added: (a) management-defined performance measures; (b) specified expense by nature if expenses are presented by function in the operating category of the statement of profit or loss; and (c) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.

14

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

The Company is currently working to identify all impacts the changes will have on the financial statements and notes.

Amendments to the Classification and Measurement of Financial Instruments-Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:

● A clarification that a financial liability is derecognized on the ‘settlement date’ and the introduction of an accounting policy choice (if specific conditions are met) to derecognize financial liabilities settled using an electronic payment system before the settlement date

● Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed

● Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments

● The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI)

The Amendments are effective for annual periods starting on or after 1 January 2026 with early adoption permitted for classification of financial assets and related disclosures only. The Company does not anticipate that the amendments will have a material effect on the Company’s financial statements.

3. Cash and cash equivalents

		2025
Cash and banks			10,011
			10,011

As of December 31, 2025, the balance is composed by checking accounts at JP Morgan.

15

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

4. Intercompany accounts receivable

		2025
Wilson Sons Offshore			11,430
			11,430

Trade accounts receivable comprise amounts charge to a related party, Wilson Sons Offshore, from chartering of vessels used by Petrobras’ (Petróleo Brasileiro S.A.) offshore operations in Brazil under the terms and conditions agreed to between the parties.

5. Property, plant and equipment

		Annual rate (%)				Cost				Accumulated depreciation				Net book value 2025
Vessels
PSV Mandrião			4				30,398				(17,069	)			13,329
PSV Pardela			4				27,080				(12,439	)			14,641
PSV Ostreiro			4				26,307				(11,529	)			14,778
Total							83,785				(41,037	)			42,748
Total							83,785				(41,037	)			42,748

		PSV Mandrião				PSV Pardela				PSV Ostreir				Total
Cost at January 1, 2025			30,398				27,080				26,307				83,785
Accumulated depreciation at December 2024			(16,002	)			(11,458	)			(10,552	)			(38,012	)
Depreciation 2025			(1,067	)			(981	)			(977	)			(3,025	)
Depreciation at December 31 2025			(17,069	)			(12,439	)			(11,529	)			(41,037	)
Closing net book at 31 December 2025			13,329				14,641				14,778				42,748

There are no vessels under construction on December 31, 2025 and no impairment provision was recognized.

16

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

6. Equity

a) Capital

Following is the capital distribution on December 31, 2025:

		2025
Wilson. Sons Holding S.A.			24,171
Ultranav International II, S.A.			24,172
Total			48,343

Total capital divided into 5,000 common shares without par value. On December 31, 2025, the Company's capital is 100% subscribed and paid in.

b) Dividends

The Company’s bylaws stipulate that there is no mandatory minimum dividend, and that the allocation of annual results is subject to approval by the general meeting. In November 2025, the Board of Directors approved the distribution of dividends in the amount of USD 2,000 from the retained earnings. The full amount was paid in December 2025.

7. Revenue

Company’s revenue comprises the chartering of vessels Mandrião, Pardela and Ostreiro to Wilson Sons Offshore S.A, which support exploration and production operations to do maintenance of Petrobras platforms. The total revenue in 2025 was USD 9,990.

8. Cost of services

		2025
Depreciation (Note 5)			(3,025	)
Other			(9	)
Total			(3,034	)

17

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

9. General and administrative expenses

		2025
Lawyer			(2	)
Consulting services			(230	)
Audit			(28	)
Other general and administrative expenses			(2	)
Total			(262	)

10. Financial assets and financial liabilities risk management objectives and policies

The Company is exposed to credit risk and commodity price risk (oil price), as summarized below.

a) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities, primarily intercompany accounts receivable, which are related to contracts with our related party that has agreements with Petrobras and other domestic companies.

b) Commodity price risk - Oil price

The Company operates in the offshore maritime support industry, providing PSV services primarily to oil and gas exploration and production (E&P) operators, with a significant portion of its activities related to contracts with our related party that has agreements with Petrobras and other domestic companies. Accordingly, the Company is exposed to commodity price risk associated with fluctuations in international crude oil prices, as the level of offshore exploration and production activity in Brazil is influenced, among other factors, by oil price dynamics. Sustained periods of lower oil prices may result in reduced investments by E&P operators, potentially affecting demand for maritime support services, fleet utilization levels and charter rates.

Although Petrobras plays a central role in the Brazilian offshore market and typically enters into medium- to long-term charter agreements, variations in oil prices may indirectly impact bidding activity, contract renewals and the timing of new projects. The Company continuously monitors market conditions and seeks to mitigate this exposure through long-term contracts, operational flexibility and cost-discipline initiatives.

18

Atlantic Offshore Services S.A.

Notes to consolidated financial statements

December 31, 2025

(In thousands of U.S. Dollars)

11. Subsequent event

Execution of Share Purchase Agreement for the divestment of control by Wilson Sons Holdings Brasil S/A and Ultranav International II S/A

On February 22, 2026, the Company’s shareholders, Wilson Sons Holdings Brasil S/A and Ultranav Internation II S/A (“Sellers”), entered into a Share Purchase Agreement (“SPA”) with Tidewater Inc (“Buyer”). The agreement provides for the disposal of all 5,000 common shares issued by the Company and held by the Sellers, representing 100% of the Company's total and voting capital.

The closing of the Transaction is subject to the fulfillment of customary conditions for transactions of this nature, including, but not limited to, approval by the Administrative Council for Economic Defense (CADE).

Dividends

On February 19, 2026, the Company’s Board of Directors approved a dividend distribution of USD 8,000, which was paid on February 27, 2026.

19

Exhibit 99.3

Unaudited Interim Condensed

Consolidated Financial Statements

Wilson, Sons Ultratug Participações S.A.

June 30, 2026

Wilson, Sons Ultratug Participações S.A.

Interim condensed consolidated financial statements

June 30, 2026

Content

Interim condensed consolidated financial statements

Interim condensed consolidated statement of financial position	2
Interim condensed consolidated statement of profit or loss	3
Interim condensed consolidated statement of comprehensive income	4
Interim condensed consolidated statement of changes in equity	5
Interim condensed consolidated statement of cash flow	6
Notes to the interim condensed consolidated financial statements	7

Wilson, Sons Ultratug Participações S.A.

Interim condensed consolidated statement of financial position As of

June 30, 2026

(In thousands of U.S. Dollars)

		Note				June 30, 2026
Assets
Current assets
Cash and cash equivalents			3				20,403
Trade receivables			4				30,709
Related party			5				10
Inventories							14,552
Income taxes recoverable							2,909
Recoverable taxes							639
Prepaid expenses							815
Other							2,399
							72,436
Non-current assets
Trade receivable			4				3,900
Recoverable taxes							114
Judicial deposits							249
Property, plant and equipment			6				392,735
Intangible assets							79
Right-of-use assets			9.1				21,215
Other							1,554
							419,846
Total assets							492,282
Liabilities and equity
Current liabilities Suppliers							5,807
Salaries and payroll charges							8,354
Taxes and contributions payable							2,321
Financing			7				46,300
Leases payable			9.2				17,193
Related party			5				5,199
Other							4,574
							89,748
Non-current
Provision for contingencies							1,258
Taxes and contributions payable							200
Financing			7				185,137
Lease payable			9.2				16,688
Deferred taxes			8a				18,112
Other							281
							221,676
Equity			10
Capital							124,925
Capital reserve							20,474
Legal reserve							1,170
Profit reserve							22,225
Other comprehensive loss							(134	)
Retained earnings							12,198
							180,858
Total liabilities and equity							492,282

See the accompanying notes to the interim condensed consolidated financial statements.

2

Wilson, Sons Ultratug Participações S.A.

Interim condensed consolidated statement of profit or loss For the six months ended

June 30, 2026

(In thousands of U.S. Dollars)

		Note				2026
Revenue			11				103,059
Cost of services			12				(77,545	)
Gross profit							25,514
Administrative expenses			13				(9,691	)
Other operating expenses							(257	)
Operating profit							15,566
Finance expenses			14				(6,616	)
Finance income			14				4,302
Profit before income taxes							13,252
Income tax expense			8 b				(1,054	)
Profit for the period							12,198

See the accompanying notes to the interim condensed consolidated financial statements.

3

Wilson, Sons Ultratug Participações S.A.

Interim condensed consolidated statement of comprehensive income

For the six months ended June 30, 2026

(In thousands of U.S. Dollars)

		2026
Profit for the period			12,198
Other comprehensive income that may be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations			20
Net other comprehensive income that may be reclassified to profit or loss in subsequent periods			20
Other comprehensive income for the period, net of tax			20
Total comprehensive income for the period, net of tax			12,218

See the accompanying notes to the interim condensed consolidated financial statements.

4

Wilson, Sons Ultratug Participações S.A.

Interim condensed consolidated statement of changes in equity

For the six months ended June 30, 2026

(In thousands of U.S. Dollars)

		Capital				Capital reserve				Legal reserve				Profit reserve				Other comprehensive loss				Retained earnings				Total equity
As at January 1, 2026			124,925				20,474				1,170				22,225				(154	)			-				168,640
Exchange differences on translation of foreign operations			-				-				-				-				20				-				20
Profit for the period			-				-				-				-				-				12,198				12,198
At June 30, 2026			124,925				20,474				1,170				22,225				(134	)			12,198				180,858

See the accompanying notes to the interim condensed consolidated financial statements.

5

Wilson, Sons Ultratug Participações S.A.

Interim condensed consolidated statement of cash flow

For the six months ended June 30, 2026

(In thousands of U.S. Dollars)

		Note				2026
Operating activities
Profit before income tax							13,252
Adjustments to reconcile profit before income tax to net cash flows:
Net foreign exchange differences			14				(2,113	)
Depreciation of property, plant and equipment and right-of-use assets			6 - 9				30,382
Interest in adjustment for inflation of taxes recoverable			14				(262	)
Interest in financing and leases			14				4,640
Provision for contingencies							161
Working capital changes:
Net increase in trade receivables, related party, inventories, recoverable taxes, prepaid expenses, judicial deposits and other assets							(10,441	)
Net decrease in suppliers, salaries and payroll charges, taxes and contributions payable, related party, provision for contingencies and other liabilities							6,122
							41,741
Income tax paid							(3,399	)
Net cash flows from operating activities							38,342
Investment activities
Purchase of property, plant and equipment			6				(14,079	)
Net cash flows used in investing activities							(14,079	)
Financing activities
Proceeds of financing			7				3,866
Payments of financing			7				(23,629	)
Interest paid from financing			7				(3,906	)
Payment of principal portion of lease liabilities			9				(346	)
Net cash flows used in financing activities							(24,015	)
Net increase in cash and cash equivalents							248
Net foreign exchange difference							1,196
Cash and cash equivalents at January 1							18,959
Cash and cash equivalents at June 30							20,403

See the accompanying notes to the interim condensed consolidated financial statements.

6

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

1. General Information

Wilson, Sons Ultratug Participações S.A. (“WSUT”), headquartered at Rua da Quitanda, 86 - 5th floor, Rio de Janeiro – RJ, and is organized as a privately-held corporation. WSUT controls Wilson Sons Offshore S.A. (“WS Offshore”), Magallanes Navegação Brasileira S.A. (“Magallanes”) and WSUT Serviços Marítimos Ltda.

WSUT and subsidiaries (collectively, the Company) operate in the offshore industry and have as main purpose the provision of port and maritime support services, charter of ships and/or other vessels. The Company is a jointly controlled entity of Wilson Sons S.A. and Remolcadores Ultratug Limitada.

On February 22, 2026, the Company’s shareholders, Wilson Sons S.A. and Remolcadores Ultratug Limitada (“Sellers”), entered into a Share Purchase Agreement (“SPA”) with Tidewater Inc (“Buyer”) to sell all 547,584,358 common shares issued by the Company to the Buyer.

Since announcing the transaction, the Buyer has received all required local regulatory approvals, including from the Brazilian Antitrust Authority and change-of-control waivers required under the Sellers’ primary credit facilities. The parties are continuing to complete documentation relating to the remaining closing matters, including amendments to existing credit facilities, and expect the transaction to be finalized in the third quarter of 2026.

2. Accounting policies

2.1. Basis of presentation of the interim condensed consolidated financial statements

The accompanying interim condensed consolidated financial statements of WSUT are presented to comply with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission of the United States of America, and do not include comparative financial information as required by IAS 34, Interim Financial Reporting (IAS 34). The interim condensed consolidated financial statements have been prepared in accordance with IAS 34, except for the lack of comparative financial information. The Company’s Board of Directors authorized the issuance of these interim condensed consolidated financial statements on July 29, 2026.

The Company has prepared the interim condensed consolidated financial statements on the basis that it will continue to operate as a going concern. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2025.

7

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

2.2. New standards, interpretations and amendments adopted by the Company

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company´s annual consolidated financial statements for the year ended December 31, 2025, except for the adoption of new standards effective as of January 1, 2026. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:

▪ A clarification that a financial liability is derecognized on the ‘settlement date’ and the introduction of an accounting policy choice (if specific conditions are met) to derecognize financial liabilities settled using an electronic payment system before the settlement date

▪ Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed

▪ Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments

▪ The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI).

The amendments had no impact on the Company’s interim condensed consolidated financial statements.

Annual Improvements to IFRS accounting Standards – Volume 11

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, simplifications, corrections or changes to improve consistency in IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial instruments: Disclosure and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statements of Cash Flows.

The amendments had no impact on the Company’s interim condensed consolidated financial statements.

8

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

3. Cash and cash equivalents

		June 30, 2026
Cash and banks			17
Brazilian interbank deposit rate investment funds and repurchase agreements			20,386
Total			20,403

Brazilian interbank deposit rate investment funds and repurchase agreements are securities issued by banks and sold to the public as a form of fund raising. Such marketable securities are highly liquid deposits that can be traded during the contracted term, at any time, without significant loss and are used for the fulfillment of short-term obligations by the Company. The average return of these investments for the six-month period ended June 30, 2026, is 92% of the variation of the Interbank Deposit Certificate - CDI.

4. Trade receivables

Petrobras represents 89% of trade receivable balance on June 30, 2026. The amount related to Petrobras corresponds to services that had already been rendered up to June 30, 2026, including billed invoices and amounts to be billed based on the terms and conditions of the agreement, as well as other services rendered whose performance obligations were satisfied over time. On June 30, 2026, trade receivables include pro-rata temporis accrual related to 6 days or less, calculated based on charter contracts.

The Company understands that the performance indicator for recognizing service revenue and the corresponding accounts receivable is substantially based on the measurement report provided by the customer itself, indicating and formalizing its due release/approval. The unbilled amounts had their invoices issued in the subsequent period for the same amounts recorded as of June 30, 2026, with no differences that could indicate significant losses for the Company.

		June 30, 2026
Billed invoices			3,609
Unbilled invoices			19,056
Accrual pro-rata temporis			3,461
Contractual retention (i)			5,477
(-) Provision for expected credit losses			(894	)
Current trade receivables			30,709
Contractual retention (i)			3,900
Non-current trade receivables			3,900

(i) Petrobras contractually retains a portion of suppliers contracts to secure potential future labor risks arising from the rendering of services and release the amounts 90 days after the completion of the contract. The Company performs the segregation between current and non-current of the retained values considering 90-day-period after the contract completion.

9

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

Set out below is the movement in the allowance for expected credit losses of trade receivables:

As at January 1			841
Foreign exchange			53
As at June 30			894

5. Related party

June 30, 2026
Related parties (affiliates)		Related Party - asset				Related Party - liability				Right of use assets (note 9.1a)				Lease payable (note 9.2b)				Profit or loss			Nature
Wilson Sons Shipping Service Ltda.			-								-				-				(225	)	Agency and rental
Wilson Sons S.A.			-				-				-				-				(53	)	Mutual Interest
South Patagonia Service S.A. (a)			-				5,186				18,973				31,399				(5,590	)	Charter of vessels
Wilson Sons Serviços Marítimos Ltda.			10				-				-				-				(307	)	Docking
Rochamar Agência Marítima S.A.			-				13				-				-				(97	)	Agency
			10				5,199				18,973				31,399				(6,272	)

(a) South Patagonia Service S.A, a subsidiary of Atlantic Offshore Service S.A., has lease agreements with WS Offshore.

6. Property, plant and equipment

The movement in property, plant and equipment for the six-month period ended June 30, 2026, is as follows:

Cost		Vessels				Drydocking  with third party				Spare parts and  components				Assets under  construction				Other				Total
At January 1, 2026			957,666				13,947				4,370				6,766				3,067				985,816
Addition			6,911				378				41				6,680				69				14,079
At June 30, 2026			964,577				14,325				4,411				13,446				3,136				999,895
Depreciation
At January 1, 2026			(568,698	)			(7,240	)			(2,259	)			-				(2,359	)			(580,556	)
Depreciation charge			(25,238	)			(1,099	)			(193	)			-				(74	)			(26,604	)
At June 30, 2026			(593,936	)			(8,339	)			(2,452	)			-				(2,433	)			(607,160	)
Net book value at June 30, 2026			370,641				5,986				1,959				13,446				703				392,735

As of June 30, 2026, no impairment indicators were identified.

10

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

7. Financing

Vessels	Entity		Current				Non- current				Total			Maturity date	Creditor banks – Interest rate%
Petrel	Magallanes			1,466				5,107				6,573		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10% .
Petrel	Offshore			153				710				863		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Pardela	Offshore			1,051				474				1,525		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Skua	Magallanes			1,499				5,221				6,720		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Skua	Offshore			151				698				849		between 2026 and 2032	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Fulmar	Magallanes			1,309				4,559				5,868		between 2026 and 2027	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Torda	Magallanes			3,677				7,567				11,244		between 2026 and 2027	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Fulmar	Offshore			287				-				287		between 2026 and 2030	Banco do Brasil and BNDES - US Dollar + 3.0 up to 3.10%
Gaivota	Offshore			215				322				537		between 2026 and 2028	BNDES - US Dollar + 3.00%
Fragata	Offshore			585				1,161				1,746		between 2026 and 2030	BNDES - US Dollar + 3.00%
Pelicano	Offshore			689				2,227				2,916		between 2026 and 2035	BNDES - US Dollar + 3.0 up to 3.73%
Atobá	Offshore			708				1,559				2,267		between 2026 and 2030	BNDES - US Dollar + 3.00%
Biguá	Offshore			1,306				-				1,306		between 2026 and 2027	BNDES - US Dollar + 2.64 up to 3.00%
Talha-Mar	Offshore			3,814				2,875				6,689		between 2026 and 2032	BNDES - US Dollar + 2.64 up to 3.00%.
Cormoran	Offshore			2,859				12,883				15,742		between 2026 and 2035	BNDES - US Dollar + 3.0 to 3.43%
Sterna	Offshore			3,076				14,064				17,140		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.43%
Batuíra	Offshore			3,202				15,539				18,741		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.43%
Tagaz	Offshore			3,596				15,640				19,236		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Prion	Offshore			3,475				16,524				19,999		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Alcatraz	Offshore			3,905				17,204				21,109		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Zarapito	Offshore			3,560				15,866				19,426		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.08%
Larus	Offshore			2,764				23,100				25,864		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.20%
Pinguim	Offshore			2,612				21,837				24,449		between 2026 and 2035	BNDES - US Dollar + 3.00 to 3.20%
Mandrião	Offshore			85				-				85		between 2026 and 2027	BNDES - US Dollar + 3.00%
Ostreiro	Offshore			256				-				256		between 2026 and 2027	BNDES - US Dollar + 3.00%
				46,300				185,137				231,437

Financing movement in the six months of 2026 is shown below:

Financing		2026
Initial balance			251,280
Addition			3,866
Payments of principal			(23,629	)
Payments of interest			(3,906	)
Interest expense			3,826
Final balance			231,437

As of June 30, 2026, the maturity schedule of the non-current financing is presented as follows:

		2026
2027			20,141
2028			33,062
2029			33,062
2030			33,062
2031			25,888
2032			19,632
2033			9,018
2034			5,930
2035			5,342
Total			185,137

11

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

a) Guarantees

Financings were obtained from the Brazilian Development Bank (BNDES) and Banco do Brasil, and fifteen agreements are secured by the respective vessels, with net book value of USD 332,246. Four PSV vessels with existing financing include additional guarantees corresponding to three months of debt interest and are managed through an escrow account. As of June 30, 2026, the balance of this escrow account is USD 1,554, and it is classified as other non-current assets.

b) Covenants

Financing of our Magallanes subsidiary has a financial covenant related to the Banco do Brasil agreements requiring the maintenance of Magallanes’ EBITDA coverage ratio equal or greater than 1.1 over the current borrowings, as of December 31 of each year. As of June 30, 2026, the Company was in compliance with this covenant.

8. Current and deferred income tax and social contribution

a) Deferred taxes

Deferred income tax and social contribution are calculated on tax loss carryforwards for corporate income tax (“IRPJ”), negative tax bases for social contribution on net income (“CSLL”), and on temporary differences between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. The tax rates currently established for the measurement of deferred taxes are 25% for income tax and 9% for social contribution.

Deferred tax assets (DTA) are recognized only to the extent that it is probable that future taxable profits will be available against which deductible temporary differences and/or accumulated tax losses can be utilized, whereas deferred tax liabilities are recognized in full. Deferred tax assets were recognized based on projections of future taxable profits. The Company has unrecognized DTA amounting USD 1,746 (USD 5,134 tax basis) due to tax losses that are not recoverable.

The income tax calculation basis on assets and liabilities is determined in BRL, while the financial statements have functional currency in U.S. dollars. Accordingly, fluctuations in the exchange rate may have a significant impact on the amount of income tax expense, particularly with respect to non-monetary assets.

12

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

The Company also applies accelerated depreciation of vessels for tax purposes, which gives rise to temporary differences between tax depreciation and accounting depreciation.

		2026
		Assets				Liabilities				P&L
Deferred income tax losses			29,039				-				226
Accelerated depreciation			-				27,940				(470	)
Exchange rate variation taxed by cash basis			36,479				-				(6,014	)
Foreign currency exchange			-				56,084				8,680
Deferred income taxes on IFRS 16			394				-				139
Total			65,912				84,024				2,561
Net deferred taxes			-				18,112

b)  Income tax expense

Reconciliation of tax expense and the accounting profit multiplied by the Company’s domestic tax rate for the six months of 2026:

		2026
Profit before income tax			13,252
Income tax rate			34	%
Income tax expense according to statutory tax rate in Brazil			(4,506	)
Non-deductible expenses			(23	)
Unrecognized deferred tax			179
Foreign currency exchange effect on tax and deferred tax			3,296
Total tax expenses at the effective income tax rate of 8%			(1,054	)
Income tax			(3,615	)
Deferred tax			2,561
Total tax expenses			(1,054	)

13

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

9. Lease agreements

9.1. Right-of-use

Right-of-use per class of assets		Vessels				Real Estate				Vehicles				Total
		(a)				(b)				(b)
As at January 1, 2026			22,414				495				80				22,989
Additions (c)			-				1,824				169				1.993
Amortization			(3,441	)			(254	)			(72	)			(3,767	)
As at June 30, 2026			18,973				2.065				177				21,215

a) Lease with related party (note 5).

b) The Company has lease agreements for its head office and two branches (in Macaé and Niterói) that serve as operational bases and rental of vehicles used to support the Company’s operations. The additions mainly relate to the extension of lease term for Niterói head office and vehicles agreements.

c) The Company had non-cash additions to right-of-use assets of USD 1,993 in 2026.

9.2. Lease payable

		Vessels (a)				Real Estate				Vehicles				Total
As at January 1, 2026			30,783				522				88				31,393
Additions (b)			-				1,824				169				1,993
Accretion of interest			616				181				17				814
Payments			-				(289	)			(57	)			(346	)
Foreign currency			-				40				(13	)			27
As at June 30, 2026			31,399				2,278				204				33,881
Total current															17,193
Total non-current															16,688

a) Lease with related party (note 5).

b) The non-cash additions mainly relate to the extension of lease term for Niterói head office and Vehicles agreements.

14

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

On June 30, 2026, the maturity profile of the Company’s non-current lease liabilities is as follows:

		June 30, 2026
2027			3,126
2028			3,281
2029			3,543
2030			3,740
2031			2,998
Total			16,688

10. Equity

Capital

As of June 30, 2026, the issued capital amounts to USD 124,925, comprised by 547,584,358 common shares, as follows:

		June 30, 2026
Wilson Sons S.A.			273,792,179
Remolcadores Ultratug Limitada			273,792,179
Total			547,584,358

11. Revenue

		2026
Revenue from services rendered (a)			113,743
VAT – ISS			(163	)
VAT – PIS			(1,877	)
VAT – COFINS			(8,644	)
Total			103,059

(a) Petróleo Brasileiro S.A. - Petrobras represent, 88% of the Company’s total revenue recognized in the six months of 2026.

12. Costs of services

		2026
Depreciation and amortization			(26,551	)
Salaries			(30,272	)
Maintenance services			(8,943	)
Vessels chartering			(2,654	)
Right-of-use amortization			(3,464	)
Materials and operation costs			(5,661	)
Total			(77,545	)

15

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

13. Administrative expenses

		2026
Salaries			(6,217	)
Consulting, professional and legal services			(1,364	)
Rentals			(218	)
Communication			(25	)
Audit			(46	)
Travels			(427	)
Maintenance			(251	)
Energy			(18	)
IT			(488	)
Depreciation			(64	)
Right-of-use amortization			(303	)
Office supplies			(68	)
Other			(202	)
Total			(9,691	)

14. Finance income (expenses)

		2026
Financial income
Income from cash and cash equivalents			296
Interest in adjustment for inflation of taxes recoverable			262
Foreign currency exchange gain			3,744
Total finance income			4,302
Finance expenses
Interest expense - financing			(3,826	)
Interest expense - lease			(814	)
Tariff on financial operations			(77	)
Foreign currency exchange loss			(1,631	)
Other			(268	)
Total finance expenses			(6,616	)

16

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

15. Financial assets and financial liabilities risk management objectives and policies

The Company senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company.

The financial risk committee provides assurance to the Company senior management that the Company financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company policies and risk objectives. The Board of Directors reviews and approve policies for managing each of these risks, which are summarized below.

a) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

b) Interest rate risk

The interest rate risk to which the Company is exposed is due to its long-term debt and, to a lesser extent, short-term debt.

c) Exchange rate risk

The Company’s profit or loss is susceptible to suffering variations due to the Exchange rate volatility, since their operations are substantially carried out in US Dollars, which makes it their functional currency and Company has significant balances on BRL. The sensitivity analysis presented below estimates the impacts of a depreciation of the Brazilian real against the U.S. dollar based on the position as of June 30, 2026.

		Thousands of BRL			Risk		25%				50%
Assets			325,536		Depreciation of the BRL			(81,384	)			(162,768	)
Liabilities			118,001		Depreciation of the BRL			29,500				59,000
Total								(51,884	)			(103,768	)

17

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

d) Liquidity risk

Liquidity risk consists of the possibility that the Company does not have sufficient resources to comply with their commitments due to the different currencies and settlement periods of their rights and obligations.

The Company´s liquidity and cash flow control are monitored on daily basis by Corporate Management departments, in order to make sure that the operating cash flow and the previous fundraising, if applicable, are sufficient to maintain their schedule, thus not giving rise to liquidity risk for the Company. The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments

		Less than one year				1 year				2 to 5 years				> 5 years				Total
Financing			46,973				38,566				120,817				49,216				255,572
Lease			14,247				4,025				11,998				1,940				32,210
Total			61,220				42,591				132,815				51,156				287,782

As of June 30, 2026, the Company had a negative net working capital of USD 17,521. During 2026, the Company experienced a recovery in daily prices and volumes which resulted in a profit for the period. Management’s cash flow projections for 2026 indicate positive operating cash flows, which are expected to be sufficient to support the Company’s ongoing operations and to meet its short term obligations as they fall due in the normal course of business.

e) Capital risk management

The Company manages its capital through the leverage ratio, which is calculated as net debt divided by total capital (equity + third-party capital). The Company includes in net financing, related-party loans, and trade payables, less cash and cash equivalents.

		June 30, 2026
Financing			231,437
Lease			34,836
Assets and liabilities with related parties			4,234
Suppliers			5,807
Cash and cash equivalents			(20,403	)
Net debt			255,911
Equity			180,858
Capital and net debt			436,769
Leverage ratio			59	%

18

Wilson, Sons Ultratug Participações S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

The Company’s strategy is to finance the construction of vessels through shareholder-funded resources during the construction period and, after completion, through resources from the BNDES and Banco do Brasil, with the vessels serving as collateral. As a result, the leverage ratio tends to be high, since the Company has been implementing its business plan over the past years.

f) Commodity price risk – Oil price

The Company operates in the Brazilian offshore maritime support industry, providing PSV services primarily to oil and gas exploration and production (E&P) operators, with a significant portion of its activities related to contracts with Petrobras and other domestic companies.

Accordingly, the Company is exposed to commodity price risk associated with fluctuations in international crude oil prices, as the level of offshore exploration and production activity in Brazil is influenced, among other factors, by oil price dynamics. Sustained periods of lower oil prices may result in reduced investments by E&P operators, potentially affecting demand for maritime support services, fleet utilization levels and charter rates.

Although Petrobras plays a central role in the Brazilian offshore market and typically enters into medium- to long-term charter agreements, variations in oil prices may indirectly impact bidding activity, contract renewals and the timing of new projects. The Company continuously monitors market conditions and seeks to mitigate this exposure through long-term contracts, operational flexibility and cost-discipline initiatives.

16. Subsequent event

On July 13, 2026, the Company entered into a credit agreement with BNDES for up to BRL 139,360 (equivalent to approximately USD 27,000). Available through December 31, 2027, this agreement will fund the Company’s operations, including the planned maintenance of ten vessels and modernization of one vessel.

On July 20, 2026, the Company borrowed BRL 34,237 (equivalent to approximately USD 6,700) under existing credit agreements with BNDES to finance dry-docking maintenance for the Atobá, Alcatraz, Pardela, Pelicano, Prion, Talha-Mar and Gaivota vessels. These loans mature on January 15, 2028 and bears interest of 3.0% per year.

19

Exhibit 99.4

Unaudited Interim Condensed

Consolidated Financial Statements

Atlantic Offshore Services S.A.

June 30, 2026

Atlantic Offshore Services S.A.

Interim condensed consolidated financial statements

June 30, 2026

Contents

Interim condensed consolidated financial statements

Interim condensed consolidated statement of financial position	3
Interim condensed consolidated statement of profit or loss	4
Interim condensed consolidated statement of comprehensive income	5
Interim condensed consolidated statement of changes in equity	6
Interim condensed consolidated statement of cash flows	7
Notes to the interim condensed consolidated financial statements	8

Atlantic Offshore Services S.A.

Interim condensed consolidated statement of financial position

As of June 30, 2026

(In thousands of U.S. Dollars)

		Note				June 30, 2026
Assets
Current assets
Cash and cash equivalents			3				888
Intercompany accounts receivable			4				16,842
Inventory							107
Other							15
							17,852
Non-current assets
Property, plant and equipment			5				41,260
							41,260
Total assets							59,112
Liabilities and equity
Current liabilities
Accounts payable							59
Income taxes							216
Other							15
							290
Equity			6
Capital							48,343
Retained earnings							10,479
							58,822
Total liabilities and equity							59,112

See the accompanying notes to the interim condensed consolidated financial statements.

3

Atlantic Offshore Services S.A.

Interim condensed consolidated statement of profit or loss

For the six months ended June 30, 2026

(In thousands of U.S. Dollars)

		Note				2026
Revenue			7				5,590
Cost of services			8				(1,492	)
Gross profit							4,098
Operating expenses
General and administrative			9				(1,292	)
Operating profit							2,806
Financial income							161
Profit before income taxes							2,967
Income tax expense							(216	)
Profit for the period							2,751

See the accompanying notes to the interim condensed consolidated financial statements.

4

Atlantic Offshore Services S.A.

Interim condensed consolidated statement of comprehensive income

For the six months ended June 30, 2026

(In thousands of U.S. Dollars)

		2026
Profit for the period			2,751
Comprehensive income for the period			2,751

See the accompanying notes to the interim condensed consolidated financial statements.

5

Atlantic Offshore Services S.A.

Interim condensed consolidated statement of changes in equity

For the six months ended June 30, 2026

(In thousands of US dollars)

		Capital				Retained earnings				Total
As at January 1, 2026			48,343				15,728				64,071
Dividends distributed (note 6 b)			-				(8,000	)			(8,000	)
Profit for the period			-				2,751				2,751
As at June 30, 2026			48,343				10,479				58,822

See the accompanying notes to the interim condensed consolidated financial statements.

6

Atlantic Offshore Services S.A.

Interim condensed consolidated statement of cash flows

For the six months ended June 30, 2026

(In thousands of U.S. Dollars)

		2026
Operating activities
Profit before income taxes			2,967
Adjustments to reconcile profit before tax to net cash flows:
Depreciation (note 5)			1,488
Working capital changes:
Intercompany accounts receivable			(5,433	)
Inventory			1
Other assets			(5	)
Accounts payable			(2	)
Other liabilities			(3	)
Income tax paid			(136	)
Net cash flows used in operating activities			(1,123	)
Financing activities
Dividends paid (note 6 b)			(8,000	)
Net cash flows used in financing activities			(8,000	)
Net decrease in cash and cash equivalents			(9,123	)
Cash and cash equivalents at January 1			10,011
Cash and cash equivalents at June 30			888

See the accompanying notes to the interim condensed consolidated financial statements.

7

Atlantic Offshore Services S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

1. General Information

Atlantic Offshore Services S.A. (“AOS”) has been established as “corporation” in 2011 with headquarter at Rua Elvira Mendez, 65 - Edifício Interseco, Panamá City, Republic of Panama. AOS is a joint venture between Wilson Sons S.A. and Ultranav International II, S.A.

AOS and subsidiaries (collectively, the “Company”) operate in the offshore industry. The Company has three vessels in its fleet (Mandrião, Pardela and Ostreiro) and is primarily engaged in providing port and marine support services, chartering of ships and/or other vessels. For the six-month period ended June 30, 2026, all of the Company's vessels have active contracts with related parties.

On February 22, 2026, the Company’s shareholders, Wilson Sons S.A. and Ultranav Internation II S.A. (“Sellers”), entered into a Share Purchase Agreement (“SPA”) with Tidewater Inc (“Buyer”) to sell all 5,000 common shares issued by the Company to the Buyer.

Since announcing the transaction, the Buyer has received all required local regulatory approvals, including from the Brazilian Antitrust Authority. The parties are continuing to complete documentation relating to the remaining closing matters, and expect the transaction to be finalized in the third quarter of 2026.

2. Accounting policies

2.1 Basis of presentation of the interim condensed consolidated financial statements

The accompanying interim condensed consolidated financial statements of AOS are presented to comply with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission of the United States of America, and do not include comparative financial information as required by IAS 34 Interim Financial Reporting (IAS 34). The interim condensed consolidated financial statements have been prepared in accordance with IAS 34, except for the lack of comparative financial information. The Company’s Board of Directors authorized the issuance of these interim condensed consolidated financial statements on July 29, 2026.

The Company has prepared the interim condensed consolidated financial statements on the basis that it will continue to operate as a going concern. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2025.

8

Atlantic Offshore Services S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

2.2. New standards, interpretations and amendments adopted by the Company

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company annual consolidated financial statements for the year ended December 31, 2025, except for the adoption of new standards effective as of January 1, 2026. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:

▪ A clarification that a financial liability is derecognized on the ‘settlement date’ and the introduction of an accounting policy choice (if specific conditions are met) to derecognize financial liabilities settled using an electronic payment system before the settlement date

▪ Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed

▪ Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments

▪ The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI)

The amendments had no impact on the Company’s interim condensed consolidated financial statements.

Annual Improvements to IFRS accounting Standards – Volume 11

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, simplifications, corrections or changes to improve consistency in IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial instruments: Disclosure and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements and IAS 7 Statements of Cash Flows.

The amendments had no impact on the Company’s interim condensed consolidated financial statements.

9

Atlantic Offshore Services S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

3. Cash and cash equivalents

		June 30, 2026
Cash and banks			888
			888

As of June 30, 2026, the balance comprises checking accounts at the JP Morgan bank.

4. Intercompany accounts receivable

		June 30, 2026
Wilson Sons Offshore S.A.			16,842
			16,842

Intercompanyaccounts receivable comprise amounts charged to a related party, Wilson Sons Offshore, from chartering of vessels used in Petrobras (Petróleo Brasileiro S.A.) offshore operations in Brazil under the terms and conditions agreed to between the parties. On July 20, 2026, the Company received USD 5,200, which was used to distribute dividends to shareholders (see note 11).

5. Property, plant and equipment

The movement in property, plant and equipment for the six-month period ended June 30, 2026, is as follows:

		PSV Mandrião				PSV Pardela				PSV Ostreiro				Total
Cost at January 1, 2026			30,398				27,080				26,307				83,785
Accumulated depreciation at January, 1 2026			(17,069	)			(12,439	)			(11,529	)			(41,037	)
Depreciation for the period			(533	)			(490	)			(465	)			(1,488	)
Depreciation at June 30, 2026			(17,602	)			(12,929	)			(11,994	)			(42,525	)
Closing net book at June 30, 2026			12,796				14,151				14,313				41,260

As of June 30, 2026, no impairment indicators were identified by the Company.

10

Atlantic Offshore Services S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

6. Equity

a) Capital

Following is the capital distribution on June 30, 2026:

		June 30, 2026
Wilson Sons S.A.			24,171
Ultranav International II, S.A.			24,172
Total			48,343

Total capital divided into 5,000 common shares without par value. On June 30, 2026, the Company's capital is 100% subscribed and paid in.

b) Dividends

In February 2026, the Company paid dividends to shareholders in an amount of USD 8,000.

7. Revenue

The Company’s revenue comprises the chartering of vessels Mandrião, Pardela and Ostreiro to Wilson Sons Offshore S.A, which support exploration and production operations and maintenance activities on Petrobras platforms. The total revenue for the six-month period ended June 30, 2026 was USD 5,590.

8. Cost of services

		2026
Depreciation (Note 5)			(1,488	)
Other			(4	)
Total			(1,492	)

11

Atlantic Offshore Services S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

9. General and administrative expenses

		2026
Legal and consulting			(1,267	)
Audit			(15	)
Other			(10	)
Total			(1,292	)

10. Financial assets and financial liabilities risk management objectives and policies

The Company is exposed to credit risk and commodity price risk (oil price), as summarized below.

a) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities, primarily intercompany accounts receivable, which are related to contracts with our related party that has agreements with Petrobras and other domestic companies.

b) Commodity price risk - Oil price

The Company operates in the offshore maritime support industry, providing PSV services primarily to oil and gas exploration and production (E&P) operators, with a significant portion of its activities related to contracts with our related party that has agreements with Petrobras and other domestic companies. Accordingly, the Company is exposed to commodity price risk associated with fluctuations in international crude oil prices, as the level of offshore exploration and production activity in Brazil is influenced, among other factors, by oil price dynamics. Sustained periods of lower oil prices may result in reduced investments by E&P operators, potentially affecting demand for maritime support services, fleet utilization levels and charter rates.

Although Petrobras plays a central role in the Brazilian offshore market and typically enters into medium- to long-term charter agreements, variations in oil prices may indirectly impact bidding activity, contract renewals and the timing of new projects. The Company continuously monitors market conditions and seeks to mitigate this exposure through long-term contracts, operational flexibility and cost-discipline initiatives.

12

Atlantic Offshore Services S.A.

Notes to the interim condensed consolidated financial statements

June 30, 2026

(In thousands of U.S. Dollars)

11. Subsequent event

On July 20, 2026, the Company’s Board of Directors unanimously approved a USD 6,000 distribution of dividends to shareholders. The related distribution was completed on July 24, 2026.

13

Exhibit 99.5

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The accompanying unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of Regulation S-X and reflect the impact of the following business combination on the historical financial statements of Tidewater, Inc. a Delaware corporation (Tidewater or the Company).

On August 31, 2026 (Closing Date), we completed the acquisition (Wilson Acquisition) of all outstanding capital stock of Wilson, Sons Ultratug Participações S.A. (now known as Tidewater Offshore do Brasil S.A., WSUT) and Atlantic Offshore Services S.A. (together with WSUT, the Wilson Companies). We believe this acquisition significantly expands our presence in Brazil’s robust offshore market and strengthens our competitive position by adding Brazilian-built tonnage to our fleet. The Wilson Companies were managed under the common control of their previous owners and are presented here on an aggregate basis. As a result of the Wilson Acquisition, we acquired assets and assumed liabilities owned by the Wilson Companies and their wholly owned subsidiaries, which include a fleet of 22 platform supply vessels (Wilson Vessels). At the Closing Date, we paid an aggregate cash purchase price of $283.1 million which was the original purchase amount of $500.0 million adjusted for the Wilson Companies' debt (net of cash), working capital and other adjustments as set forth in the Amended and Restated Sale and Purchase Agreement (SPA). The purchase price is subject to customary post-closing adjustments.

The unaudited pro forma combined balance sheet and income statements were derived from Tidewater's and the Wilson Companies’ historical financial statements, and give effect to the following:

	●	the acquisition of the Wilson Companies and the impact of preliminary purchase accounting for the acquired assets and assumed liabilities;
	●	the reclassification of certain Wilson Companies historical financial information to conform to Tidewater’s presentation;
	●	intercompany eliminations related to activity between WSUT and its affiliate AOS; and
	●	the related income tax effects of the pro forma adjustments.

The unaudited pro forma combined financial information should be read in conjunction with the following:

	●	Tidewater’s most recently filed Form 10-K, filed on March 2, 2026 and Form 10-Q filed on August 3, 2026.
	●	The WSUT and its affiliate AOS audited financial statements for the year ended December 31, 2025 and the unaudited interim financial statements for the six months ended June 30, 2026, filed with this Form 8-K/A.

Additional information about the basis of presentation of this information is provided in Note 1 hereto.

The unaudited pro forma combined financial information, which are referred to as the “unaudited pro forma combined balance sheet”, the “unaudited pro forma combined income statements”, and collectively as the “unaudited pro forma combined financial statements”, were prepared using the acquisition method of accounting for the business combination. Under this method of accounting, which is in accordance with Accounting Standard Codification (ASC) 805 – Business Combinations under generally accepted accounting principles in the United States (U.S. GAAP). Tidewater is the accounting acquirer of the Wilson Companies and the purchase price for the Wilson Companies is allocated to the underlying assets acquired and liabilities assumed based on their respective fair values.

The unaudited pro forma adjustments to the historical financial statements are based on currently available information, and in many cases are based on estimates and management’s preliminary valuation of the fair value of tangible assets acquired and liabilities assumed. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these unaudited pro forma combined financial statements. Tidewater believes such assumptions are reasonable under the circumstances and reflect the best currently available estimates and judgments. The fair value estimates below are subject to adjustment during the post-closing measurement period, primarily consisting of the final valuation for various working capital items, tax and other liabilities existing on the Closing Date. The estimated fair values of certain assets and liabilities including long-lived assets and contingencies require judgment and assumptions. Adjustments may be made to these estimates during the post-closing measurement period, and those adjustments could be material.

The unaudited pro forma combined financial statements may not be indicative of Tidewater’s future performance and do not necessarily reflect what Tidewater’s financial position and income statements would have been had these transactions occurred at the beginning of the period presented. Further, the unaudited pro forma combined financial statements do not purport to project the future operating results or financial position of Tidewater following the completion of the Wilson Acquisition. In addition, the unaudited pro forma combined financial statements do not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Wilson Acquisition, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of June 30, 2026

(In Thousands)

		Historical
		Tidewater Inc.				Wilson Companies Combined				Transaction Accounting Adjustments			Notes		Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents		$	613,544			$	21,291			$	(295,416	)	A, B, C		$	339,419
Trade and other receivables, net			306,568				34,267				—					340,835
Marine operating supplies			29,501				14,659				(1,762	)	D			42,398
Prepaid expenses and other current assets			17,772				3,229									21,001
Total current assets			967,385				73,446				(297,178	)				743,653
Net properties and equipment			1,038,114				433,995				79,366		E			1,551,475
Deferred drydocking and survey costs			142,896				—				—					142,896
Indemnification asset			9,663				—				—					9,663
Deferred tax assets			182,469				—				—					182,469
Other assets			25,733				8,138				—					33,871
Total assets		$	2,366,260			$	515,579			$	(217,812	)			$	2,664,027
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		$	62,610			$	5,866			$	—				$	68,476
Accrued expenses			133,706				10,675				7,310		B			151,691
Current portion of long-term debt			5,680				46,300				5,298		F			57,278
Other current liabilities			68,079				6,999				—					75,078
Total current liabilities			270,075				69,840				12,608					352,523
Long-term debt			647,523				185,137				(19,493	)	F			813,167
Other liabilities			60,376				22,333				41,094		G			123,803
EQUITY:
Stockholders’ equity
Common stock of $0.001 par value			50				173,268				(173,268	)	H			50
Additional paid-in capital			1,663,520				20,474				(20,474	)	H			1,663,520
Accumulated deficit			(277,355	)			44,661				(58,413	)	C, D, H			(291,107	)
Accumulated other comprehensive income (loss)			6,949				(134	)			134		H			6,949
Total stockholders’ equity			1,393,164				238,269				(252,021	)				1,379,412
Noncontrolling interests			(4,878	)												(4,878	)
Total equity			1,388,286				238,269				(252,021	)				1,374,534
Total liabilities and equity		$	2,366,260			$	515,579			$	(217,812	)			$	2,664,027

See accompanying notes to unaudited pro forma combined financial information.

UNAUDITED PRO FORMA COMBINED INCOME STATEMENT

For the Year Ended December 31, 2025

(In Thousands, except share and per share data)

		Historical
		Tidewater Inc.				Wilson Companies Combined				Transaction Accounting Adjustments			Notes		Pro Forma Combined
Revenues
Vessel revenues		$	1,338,931			$	240,437			$	—				$	1,579,368
Other operating revenues			13,855				—				—					13,855
Total revenues			1,352,786				240,437				—					1,593,223
Costs and expenses:
Vessel operating costs			680,582				114,779				1,656		AA			797,017
Costs of other operating revenues			6,420				—				—					6,420
General and administrative			134,531				17,026				11,990		BB			163,547
Depreciation and amortization			262,339				64,874				9,152		CC			336,365
Gain on asset dispositions, net			(13,682	)			—				—					(13,682	)
Total costs and expenses			1,070,190				196,679				22,798					1,289,667
Operating income			282,596				43,758				(22,798	)				303,556
Other income (expense):
Foreign exchange gain			22,683				1,367				—					24,050
Interest income and other, net			8,169				1,985				—					10,154
Loss on early extinguishment of debt			(27,113	)			—				—					(27,113	)
Interest and other debt costs, net			(66,090	)			(10,392	)			5,298		DD			(71,184	)
Total other income (expense)			(62,351	)			(7,040	)			5,298					(64,093	)
Income before income taxes			220,245				36,718				(17,500	)				239,463
Income tax expense (benefit)			(113,208	)			3,951				(115	)	EE			(109,372	)
Net income			333,453				32,767				(17,385	)				348,835
Less: Net loss attributable to noncontrolling interests			(1,208	)			—				—					(1,208	)
Net income attributable to Tidewater Inc.		$	334,661			$	32,767			$	(17,385	)			$	350,043
Net Income per Share:
Basic		$	6.69												$	6.99
Diluted		$	6.64												$	6.94
Weighted Average Shares:
Basic			50,053													50,053
Diluted			50,432													50,432

See accompanying notes to unaudited pro forma combined financial information.

UNAUDITED PRO FORMA COMBINED INCOME STATEMENT

For the Six Months Ended June 30, 2026

(in Thousands except share and per share data)

		Historical
		Tidewater Inc.				Wilson Companies Combined				Transaction Accounting Adjustments			Notes		Pro Forma Combined
Revenues
Vessel revenues		$	663,149			$	103,059			$	—				$	766,208
Other operating revenues			5,360				—				—					5,360
Total revenues			668,509				103,059				—					771,568
Costs and expenses:
Vessel operating costs			346,933				43,069				1,762		AA			391,764
Costs of other operating revenues			1,833								—					1,833
General and administrative			68,404				10,873				—					79,277
Depreciation and amortization			133,031				31,870				5,143		CC			170,044
Gain on asset dispositions, net			(3,204	)							—					(3,204	)
Total costs and expenses			546,997				85,812				6,905					639,714
Operating income			121,512				17,247				(6,905	)				131,854
Other income (expense):
Foreign exchange (loss) gain			(4,091	)			2,113				—					(1,978	)
Interest income and other, net			2,919				719				—					3,638
Interest and other debt costs, net			(33,317	)			(3,860	)			1,342		DD			(35,835	)
Total other income (expense)			(34,489	)			(1,028	)			1,342					(34,175	)
Income before income taxes			87,023				16,219				(5,563	)				97,679
Income tax expense			59,965				1,668				(317	)	EE			61,316
Net income			27,058				14,551				(5,246	)				36,363
Less: Net loss attributable to noncontrolling interests			(744	)			—				—					(744	)
Net income attributable to Tidewater Inc.		$	27,802			$	14,551			$	(5,246	)			$	37,107
Net Income per Share:
Basic		$	0.56												$	0.75
Diluted		$	0.56												$	0.74
Weighted Average Shares:
Basic			49,663													49,663
Diluted			50,012													50,012

See accompanying notes to unaudited pro forma combined financial information.

Note 1. Basis of Presentation

The unaudited pro forma combined financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X are intended to show how the transaction might have affected the historical financial statements of Tidewater.

The accompanying unaudited pro forma combined financial statements are based on the historical financial statements of Tidewater and the Wilson Companies after giving effect to the Wilson Acquisition using the acquisition method of accounting, as well as certain reclassification and pro forma adjustments. In accordance with the acquisition method of accounting for business combinations, the assets acquired and the liabilities assumed will be recorded as of the Closing Date at their respective fair values.

Tidewater’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. The historical financial information of the Wilson Companies was prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board and presented in U.S. dollars. Management performed a preliminary assessment of the adjustments necessary to conform the Wilson Companies historical IFRS financial statements to a U.S. GAAP presentation. Based on this assessment, Tidewater management did not note any material differences between the amounts and balances reported by the Wilson Companies under IFRS and how such amounts and balances would have been reported under U.S. GAAP, except for property and equipment balances. While there are significant differences between U.S. GAAP and IFRS in accounting for property and equipment, our pro forma adjustments state the pro forma property and equipment balances at fair value which includes netting of any adjustments for differences in U.S. GAAP and IFRS. As such, no adjustments were made to the Wilson Companies historical IFRS financial statements to conform them to U.S. GAAP.

In addition, certain reclassifications have been made to the Wilson Companies' historical financial information to conform to Tidewater’s financial statement presentation. Such reclassifications had no effect on the Wilson Companies' previously reported financial results. See “Note 2 – Reclassifications and Intercompany Eliminations of the Wilson Companies Historical Financial Statements” herein for additional information on the reclassifications and intercompany eliminations.

The pro forma adjustments presented in these unaudited pro forma combined financial statements represent management’s estimates based on information available as of the date of this Form 8-K/A and such estimates are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the business combination are preliminary and subject to further adjustment as additional information becomes available and the various analyses and other valuations are performed. Any adjustments may have a significant effect on total assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses and such results may be significant.

For Tidewater, the Wilson Acquisition is a stock acquisition and as such, the historical tax basis of the acquired assets and assumed liabilities, and other tax attributes of Wilson Companies carryover to Tidewater.

The Wilson Acquisition is reflected in the unaudited pro forma combined financial statements as follows:

	●	The unaudited pro forma combined balance sheet of Tidewater as of June 30, 2026, includes the effects of the business combination as if it had occurred on June 30, 2026.
	●	The unaudited pro forma combined income statements of Tidewater for the year ended December 31, 2025 and for the six months ended June 30, 2026, include the effects of the business combination as if it had occurred on January 1, 2025.

Note 2. Reclassification and Intercompany Eliminations of the Wilson Companies Historical Financial Statements

The historical financial statement information of the Wilson Companies was derived by combining the financial information, after intercompany eliminations, from the individual consolidated audited financial statements of Wilson, Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A. for the year ended December 31, 2025 and the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2026. As noted above, Tidewater made no adjustments to conform the Wilson Companies' IFRS financial statements to U.S. GAAP.

Reclassification adjustments have been made to the historical presentation of the Wilson Companies to conform to the financial statement presentation of Tidewater for the unaudited pro forma combined financial statements as noted below. These adjustments have been reflected within the "Reclassification adjustment to conform to Tidewater, Inc. presentation" column within the unaudited pro forma combined financial statements.

Balance sheet reclassification and intercompany elimination adjustments – The reclassification and intercompany elimination adjustments to conform the Wilson Companies balance sheet presentation to Tidewater’s balance sheet presentation are summarized below. Captions in bold type represent Tidewater financial statement captions.  The Wilson Companies’ financial statement line items are reclassified to Tidewater presentation in the reclassification adjustment column and then are subject to the eliminations in the intercompany elimination column:

June 30, 2026 (in thousands)			Wilson, Sons Ultratug Participações S. A. (Historical)				Atlantic Offshore Services S. A. (Historical)				Reclassification adjustment to conform to Tidewater, Inc. presentation				Intercompany eliminations				Wilson Companies Combined
ASSETS
Cash and cash equivalents			$	20,403			$	888			$	—			$	—			$	21,291
Trade and other receivables				—				—				51,109				(16,842	)			34,267
	Trade receivables			30,709				—				(30,709	)			—
	Intercompany accounts receivable			—				16,842				(16,842	)			—
	Related party			10				—				(10	)			—
	Income taxes recoverable			2,909				—				(2,909	)			—
	Recoverable taxes			639				—				(639	)			—
Marine operating supplies				—				—				14,659				—				14,659
	Inventories			14,552				—				(14,552	)			—
	Inventory			—				107				(107	)			—
Prepaid expenses and other assets												3,229				-				3,229
	Prepaid expenses			815				—				(815	)			—
	Other			2,399				15				(2,414	)			—
Net properties and equipment												433,995								433,995
	Property, plant and equipment			392,735				41,260				(433,995	)			—
Other assets				—				—				27,111				(18,973	)			8,138
	Trade receivable			3,900				—				(3,900	)			—
	Recoverable taxes			114				—				(114	)			—
	Judicial deposits			249				—				(249	)			—
	Intangible assets			79				—				(79	)			—
	Right-of-use assets			21,215				—				(21,215	)			—
	Other			1,554				—				(1,554	)			—
TOTAL ASSETS			$	492,282			$	59,112			$	—			$	(35,815	)		$	515,579

June 30, 2026 (in thousands)			Wilson, Sons Ultratug Participações S. A. (Historical)				Atlantic Offshore Services S. A. (Historical)				Reclassification adjustment to conform to Tidewater, Inc. presentation				Intercompany eliminations				Wilson Companies Combined
LIABILITIES AND EQUITY
Accounts payable			$	—							$	5,866			$	—			$	5,866
	Suppliers			5,807				59				(5,866	)			—
Accrued expenses												10,675				—				10,675
	Salaries and payroll charges			8,354				—				(8,354	)			—
	Taxes and contributions payable			2,321				—				(2,321	)			—
Current portion of long-term debt												46,300				—				46,300
	Financing			46,300				—				(46,300	)			—
Other current liabilities												27,197				(20,198	)			6,999
	Leases payable			17,193				—				(17,193	)			(15,030	)
	Related party			5,199				—				(5,199	)			(5,168	)
	Income taxes			-				216				(216	)			—
	Other			4,574				15				(4,589	)			—
Long-term debt												185,137				—				185,137
	Financing			185,137				—				(185,137	)			—
Other liabilities												36,541				(14,208	)			22,333
	Provision for contingencies			1,258				—				(1,258	)			—
	Taxes and contributions payable			200				—				(200	)			—
	Leases payable			16,688				—				(16,688	)			(16,387	)
	Deferred taxes			18,112				—				(18,112	)			2,179
	Other			283				—				(283	)			—
Common stock												173,268								173,268
	Capital			124,925				48,343				(173,268	)			—
Additional paid-in capital												20,474								20,474
	Capital reserve			20,474				—				(20,474	)			—
Accumulated deficit												46,070				(1,409	)			44,661
	Retained earnings			12,196				10,479				(22,675	)			—
	Legal reserve			1,170				—				(1,170	)			—
	Profit reserve			22,225				—				(22,225	)			—
Accumulated other comprehensive income												(134	)							(134	)
	Other comprehensive loss			(134	)			—				134				—
TOTAL LIABILITIES AND EQUITY			$	492,282			$	59,112			$	—			$	(35,815	)		$	515,579

Income statement reclassification and intercompany elimination adjustments – The reclassification and intercompany elimination adjustments to conform Wilson Companies income statement presentation to Tidewater’s income statement for the year ended December 31, 2025 and for the six months ended June 30, 2026 are summarized below. Captions on bold type represent Tidewater financial statement captions. The Wilson Companies’ financial statement line items are reclassified to Tidewater presentation in the reclassification adjustment column and then are subject to the eliminations in the intercompany elimination column:

Year Ended December 31, 2025 (in thousands)		Wilson, Sons Ultratug Participações S. A. (Historical)				Atlantic Offshore Services S. A. (Historical)				Reclassification adjustment to conform to Tidewater, Inc. presentation				Intercompany eliminations				Wilson Companies Combined
Revenue		$	240,437			$	9,990			$	(250,427	)		$	—			$	—
Vessel revenues											250,427				(9,990	)			240,437
Cost of services			183,281				3,034				(186,315	)							—
Vessel operating costs											122,902				(8,123	)			114,779
Depreciation and amortization											64,874								64,874
Administrative expenses			17,346								(17,346	)							—
General and administrative							262				16,764								17,026
Other operating expenses			879								(879	)							—
Finance income			4,953								(4,953	)							—
Foreign exchange gain											1,367								1,367
Interest income and other, net											1,985								1,985
Finance expenses			(13,857	)			(2	)			13,859								—
Interest and other debt costs, net											(12,258	)			1,866				(10,392	)
Income tax							(111	)			111								—
Income tax expense			(2,937	)							(111	)			(903	)			(3,951	)
Net income		$	27,090			$	6,581			$	—			$	(904	)		$	32,767

Six Months Ended June 30, 2026 (in thousands)		Wilson, Sons Ultratug Participações S. A. (Historical)				Atlantic Offshore Services S. A. (Historical)				Reclassification adjustment to conform to Tidewater, Inc. presentation				Intercompany eliminations				Wilson Companies Combined
Revenue		$	103,059			$	5,590			$	(108,649	)		$	—			$	—
Vessel revenues											108,649				(5,590	)			103,059
Cost of services			77,545				1,492				(79,037	)							—
Vessel operating costs											47,534				(4,465	)			43,069
Depreciation and amortization											31,870								31,870
Administrative expenses			9,691								(9,691	)							—
General and administrative							1,292				9,581								10,873
Other operating expenses			257								(257	)							—
Finance income			4,302				161				(4,463	)							—
Foreign exchange loss											2,113								2,113
Interest income and other, net											719								719
Finance expenses			(6,616	)							6,616								—
Interest and other debt costs, net											(4,985	)			1,125				(3,860	)
Income tax expense			(1,054	)			(216	)							(398	)			(1,668	)
Net income		$	12,198			$	2,751			$	—			$	(398	)		$	14,551

Note 3. Acquisition Method of Accounting for Wilson Companies Business Combination

Purchase Price Consideration (In thousands)

Purchase consideration:
Base purchase consideration		$	500,000
Working capital and other adjustments at Closing Date			7,996
Initial net debt			(224,884	)
Cash paid at Closing Date			283,112
Post Closing Date estimated working capital and other adjustments			2,456
Estimated closing purchase price			285,567

Allocation of Purchase Price Consideration to Asset Acquired and Liabilities Assumed

Even though the Wilson Acquisition has closed, the purchase price allocation applied in these unaudited pro forma combined financial statements is preliminary and does not reflect final values still to be determined. Such valuation assessments of specifically identifiable tangible assets, including any assessment of economic useful lives has not been completed and such valuation exercises are not expected to be completed until final records and assumptions can be closed and fully analyzed as of the Closing Date. Additionally, due to normal pre-close commercial restrictions to the books and records of the Wilson Companies, not all valuation assumptions can be fully confirmed as of the filing of this Form 8-K/A leaving such assumptions utilized in these pro forma adjustments as preliminary, tentative, and subject to change.

Under the acquisition method of accounting in U.S. GAAP, any excess consideration transferred or paid beyond the fair value of the assets acquired and liabilities assumed should be attributed to goodwill. The estimated fair value of the Wilson Companies net assets approximates the value of the consideration paid and as such, management’s estimate as of the date of this Form 8-K/A is that there will be no goodwill or bargain purchase. This preliminary determination is subject to further assessment and adjustments pending additional information sharing between the parties, more detailed third-party appraisals, and other potential adjustments.

The preliminary allocation of the purchase price consideration is as follows:

(In Thousands)
Assets
Cash		$	11,024
Trade and other receivables			43,124
Marine operating supplies			19,557
Prepaid expenses and other current assets			2,299
Net properties and equipment			513,361
Other assets			3,006
Total assets			592,371
Liabilities
Accounts payable			5,046
Accrued expenses			20,704
Current portion of long-term debt			54,289
Other current liabilities			5,167
Long term debt			160,564
Other liabilities, including deferred tax liabilities of $59.5 million			61,034
Total liabilities			306,804
Net assets acquired		$	285,567
Less:
Cash			(11,024	)
Restricted cash, included in other assets			(1,568	)
Net assets acquired (net of cash)		$	272,975

Note 4. Business Combination Pro Forma Adjustments

Combined Balance Sheet 

	A.	The adjustment to cash and cash equivalents primarily reflects $273.0 million in cash consideration.
	B.	The working capital adjustment on the Closing Date was $10.5 million and is presented as a pro forma adjustment of cash. In addition, we include a pro forma adjustment to accrued expenses reflecting amounts still owed to the sellers at the Closing Date.
	C.	The Company incurred approximately $20.2 million in transaction costs consisting largely of professional fees, internal transaction related compensation and travel costs. Approximately $3.9 million of these costs were incurred in the year ended December 31, 2025, and are included in the general and administrative expense in the income statements for that period. An additional $4.3 million of transaction costs are included in the pro forma combined income statements for the six months ended June 30, 2026. The remaining $12.0 million of transactions costs incurred or to be incurred in the periods after June 30, 2026, are included as a pro forma adjustment in the pro forma income statements as if the costs were incurred on January 1, 2025. No additional transaction costs were included to the pro forma income statement for the six months ended June 30, 2026.
	D.	Wilson Companies include lubricants in marine operating supplies on the balance sheet. Tidewater expenses lubricants at the purchase date. This adjustment is to conform the Wilson Companies' marine operating supplies account to the Tidewater policy.
	E.	Represents the preliminary fair value adjustment to net properties and equipment to adjust the value of the Wilson Companies’ vessels.
	F.	Represents the preliminary fair value adjustment to long-term debt and current portion of long-term debt of the assumed Wilson Companies debt.
	G.	Adjust the deferred tax liability to reflect the increase in the difference between carryover tax basis of properties and equipment and the fair value recorded with the acquisition.
	H.	Reflects the elimination of the Wilson Companies historical common stock, additional paid-in-capital, accumulated deficit and accumulated other comprehensive income.

Income Statements

AA. Wilson Companies include lubricants in marine operating supplies on the balance sheet. Tidewater expenses lubricants. This adjustment is to expense the Wilson Companies' lubricants inventory in accordance with Tidewater policy.

BB. Represents non-recurring transaction expenses incurred or to be incurred by Tidewater after June 30, 2026, that were related to the Wilson Acquisition, which were primarily related to professional fees. Transaction costs are reflected as if incurred on January 1, 2025, the date the Wilson Acquisition occurred for the purposes of the unaudited pro forma combined income statements. These costs will not affect the Tidewater’s income statements beyond twelve months after the Closing Date and are therefore not included in the pro forma combined income statement for the six months ended June 30, 2026.

CC. Reflects the increase in depreciation expense related to the fair values of the Wilson Vessels.

DD. Represents the adjustments required to amortize the fair value debt premium as a decrease in interest expense for the year ended December 31, 2025 and for the six months ended June 30, 2026.

EE. Represents the income tax effect of pro forma adjustments.

Filing Exhibits & Attachments

11 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 802.7 KB
• EX-99.2 EXHIBIT 99.2 286.4 KB
• EX-99.3 EXHIBIT 99.3 618.2 KB
• EX-99.4 EXHIBIT 99.4 193.2 KB
• EX-99.5 EXHIBIT 99.5 712.9 KB

Financial & Certifications

• EX-23.1 EXHIBIT 23.1 2.6 KB
• EX-23.2 EXHIBIT 23.2 2.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB