Tidewater (TDW) CFO Rubio receives PRSU shares and new RSU grant

Rhea-AI Filing Summary

Tidewater Inc. executive Samuel R. Rubio, EVP, CFO & CAO, reported equity compensation transactions involving company common stock. He acquired 9,420 shares on March 18, 2026 upon vesting and settlement of Performance Restricted Stock Units tied to relative total shareholder return, valued at $75.27 per share.

To cover taxes on this vesting, 3,771 shares were disposed of through share withholding at the same $75.27 price, rather than an open-market sale. Rubio also received a separate grant of 6,643 restricted stock units that will vest in equal portions on March 22, 2027, March 22, 2028, and March 22, 2029, reflecting ongoing long-term incentive compensation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rubio Samuel R

(Last) (First) (Middle)

842 WEST SAM HOUSTON PARKWAY NORTH

SUITE 400

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TIDEWATER INC [ TDW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001	03/18/2026		A		9,420(1)	A	$75.27	69,486	D
Common Stock, par value $0.001	03/18/2026		F		3,771(2)	D	$75.27	65,715	D
Common Stock, par value $0.001	03/18/2026		A		6,643(3)	A	$75.27	72,358	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares earned upon vesting and settlement of Performance Restricted Stock Units ("PRSUs") awarded on March 16, 2023, that measured the relative TSR of Tidewater Inc. (the "Issuer") against a predetermined peer group for the three-year period beginning January 1, 2023 through December 3, 2025. On March 18, 2026, the Compensation & Human Capital Committee of the Issuer certified the relative TSR performance at 75%, resulting in the PSUs originally granted becoming earned at 150% of the target amount granted.

2. Shares withheld for payment of taxes in connection with the vesting and settlement of the PRSUs described in footnote 1 above.

3. Represents a grant of restricted stock units that vest pro-rata per year on each of March 22, 2027, 2028, and 2029.

	/s/ Daniel A. Hudson, Attorney-in-Fact	03/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Tidewater (TDW) CFO Samuel Rubio report in this Form 4 filing?

Samuel R. Rubio, EVP, CFO & CAO of Tidewater, reported equity compensation activity, including vested performance share units converting into 9,420 common shares, tax-related share withholding, and a new grant of 6,643 restricted stock units vesting between 2027 and 2029.

How many Tidewater (TDW) shares vested for CFO Samuel Rubio and at what price?

Rubio earned 9,420 Tidewater common shares upon vesting of performance restricted stock units on March 18, 2026, based on a $75.27 per share value. These units were tied to relative total shareholder return versus a peer group over a three-year performance period.

Why were 3,771 Tidewater (TDW) shares disposed of in Samuel Rubio’s Form 4?

The 3,771 Tidewater shares were withheld to pay taxes related to the vesting and settlement of Rubio’s performance restricted stock units. This F-code transaction represents tax-withholding disposition, not an open-market sale, and occurred at $75.27 per share on March 18, 2026.

What performance condition affected Samuel Rubio’s Tidewater (TDW) PRSUs?

Rubio’s performance restricted stock units measured Tidewater’s relative total shareholder return against a peer group from January 1, 2023 through December 3, 2025. Performance was certified at 75%, causing the original PSUs to become earned at 150% of the target amount granted.

What new restricted stock units did Tidewater (TDW) grant to CFO Samuel Rubio?

Rubio received a grant of 6,643 restricted stock units that vest pro rata over three years. The units vest in equal installments on March 22, 2027, March 22, 2028, and March 22, 2029, aligning his compensation with Tidewater’s longer-term performance.

Were Samuel Rubio’s Tidewater (TDW) Form 4 transactions open-market trades?

The reported transactions reflect equity compensation events, not open-market trading. Shares were acquired through vesting of performance restricted stock units and a new RSU grant, while 3,771 shares were withheld solely to satisfy tax obligations tied to the vesting.