10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2026

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to

Commission File Number: 1-10945

____________________________________________

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-2628227
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5875 North Sam Houston Parkway West, Suite 400
Houston,	Texas	77086
(Address of principal executive offices)		(Zip Code)

(713) 329-4500

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed from last report)

____________________________________________

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, par value $0.25 per share	OII	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   þ Yes   ¨  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    þ  Yes   ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		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.   ¨  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes   þ No

Number of shares of Common Stock outstanding as of April 17, 2026: 99,745,249 

Oceaneering International, Inc.

Form 10-Q

Table of Contents

Part I	Financial Information
Item 1.	Financial Statements
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Consolidated Statements of Comprehensive Income (Loss)
		Consolidated Statements of Cash Flows
		Consolidated Statements of Equity
		Notes to Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
Part II	Other Information
Item 1.	Legal Proceedings
Item 5.	Other Information
Item 6.	Exhibits
Signatures

1

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	Mar 31, 2026		Dec 31, 2025
(in thousands, except share data)
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	607,470	$	688,874
Accounts receivable, net	371,846		308,488
Contract assets, net	224,407		216,808
Inventory, net	208,233		201,595
Other current assets	104,954		96,635
Total Current Assets	1,516,910		1,512,400
Property and equipment, at cost	2,182,299		2,174,535
Less accumulated depreciation	1,737,369		1,722,842
Net property and equipment	444,930		451,693
Other Assets:
Goodwill	50,786		51,023
Deferred tax assets	170,963		173,133
Other noncurrent assets	136,081		129,254
Right-of-use operating lease assets	323,525		349,751
Total other assets	681,355		703,161
Total Assets	$	2,643,195	$	2,667,254
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	176,307	$	174,722
Accrued liabilities	438,106		471,971
Contract liabilities	114,834		115,033
Total current liabilities	729,247		761,726
Long-term debt	488,813		487,417
Long-term operating lease liabilities	231,203		257,269
Other long-term liabilities	81,177		84,179
Commitments and contingencies
Equity:
Common stock, par value $0.25 per share; 360,000,000 shares authorized; 110,834,088 shares issued	27,709		27,709
Additional paid-in capital	57,834		80,454
Treasury stock; 11,089,455 and 11,473,997 shares, at cost	(548,946)		(567,981)
Retained earnings	1,962,593		1,926,486
Accumulated other comprehensive loss	(392,498)		(396,068)
Oceaneering shareholders' equity	1,106,692		1,070,600
Noncontrolling interest	6,063		6,063
Total equity	1,112,755		1,076,663
Total Liabilities and Equity	$	2,643,195	$	2,667,254

The accompanying Notes are an integral part of these Consolidated Financial Statements.

2

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

		Three Months Ended March 31,
(in thousands, except per share data)		2026		2025
Revenue		$	692,429	$	674,523
Cost of services and products		565,159		539,512
	Gross margin	127,270		135,011
Selling, general and administrative expense		69,482		61,539
	Income (loss) from operations	57,788		73,472
Interest income		5,061		3,644
Interest expense, net of amounts capitalized		(9,105)		(9,075)
Equity in income (losses) of unconsolidated affiliates		277		362
Other income (expense), net		808		975
	Income (loss) before income taxes	54,829		69,378
Provision (benefit) for income taxes		18,722		19,001
	Net Income (Loss)	$	36,107	$	50,377
Weighted-average shares outstanding
Basic		99,534		100,746
Diluted		100,613		101,903
Earnings (loss) per share
Basic		$	0.36	$	0.50
Diluted		$	0.36	$	0.49

The accompanying Notes are an integral part of these Consolidated Financial Statements.

3

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

		Three Months Ended March 31,
(in thousands)		2026		2025
Net income (loss)		$	36,107	$	50,377
Other Comprehensive Income (Loss):
	Foreign currency translation adjustments	3,570		20,336
Total other comprehensive income (loss)		3,570		20,336
	Comprehensive income (loss)	$	39,677	$	70,713

The accompanying Notes are an integral part of these Consolidated Financial Statements.

4

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended March 31,
(in thousands)	2026		2025
Cash Flows from Operating Activities:
Net income (loss)	$	36,107	$	50,377
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	27,171		24,448
Deferred income tax provision (benefit)	3,568		106
Inventory write-downs	—		10,353
Net loss (gain) on sales of property and equipment	(26)		(188)
Noncash compensation	5,208		3,708
Noncash impact of lease accounting	418		450
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable and contract assets	(70,957)		(61,266)
Inventory	(6,638)		(8,280)
Other operating assets	(8,841)		(2,019)
Capitalized cloud-based service contract costs	(6,964)		(1,727)
Currency translation effect on working capital, excluding cash	(1,780)		4,558
Current liabilities	(32,840)		(90,411)
Other operating liabilities	(3,544)		(10,827)
Total adjustments to net income (loss)	(95,225)		(131,095)
Net Cash Provided by (Used in) Operating Activities	(59,118)		(80,718)
Cash Flows from Investing Activities:
Purchases of property and equipment	(17,405)		(26,088)
Proceeds from sale of property and equipment	36		520
Other investing activities	2,040		1,263
Net Cash Provided by (Used in) Investing Activities	(15,329)		(24,305)
Cash Flows from Financing Activities:
Employer tax withholding on settlement of shares	(8,794)		(5,607)
Purchases of treasury stock	—		(10,008)
Net Cash Provided by (Used in) Financing Activities	(8,794)		(15,615)
Effect of exchange rates on cash	1,837		5,106
Net Increase (Decrease) in Cash and Cash Equivalents	(81,404)		(115,532)
Cash and Cash Equivalents—Beginning of Period	688,874		497,516
Cash and Cash Equivalents—End of Period	$	607,470	$	381,984

The accompanying Notes are an integral part of these Consolidated Financial Statements.

5

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Oceaneering Shareholders' Equity		Non-controlling Interest		Total Equity
(in thousands)
Balance, December 31, 2025	$	27,709	$	80,454	$	(567,981)	$	1,926,486	$	(396,068)	$	1,070,600	$	6,063	$	1,076,663
Net income (loss)	—		—		—		36,107		—		36,107		—		36,107
Other comprehensive income (loss)	—		—		—		—		3,570		3,570		—		3,570
Stock-based compensation	—		(22,620)		19,035		—		—		(3,585)		—		(3,585)
Balance, March 31, 2026	$	27,709	$	57,834	$	(548,946)	$	1,962,593	$	(392,498)	$	1,106,692	$	6,063	$	1,112,755
	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Oceaneering Shareholders' Equity		Non-controlling Interest		Total Equity
(in thousands)
Balance, December 31, 2024	$	27,709	$	98,621	$	(555,350)	$	1,572,725	$	(429,446)	$	714,259	$	6,063	$	720,322
Net income (loss)	—		—		—		50,377		—		50,377		—		50,377
Other comprehensive income (loss)	—		—		—		—		20,336		20,336		—		20,336
Stock-based compensation	—		(24,307)		22,408		—		—		(1,899)		—		(1,899)
Treasury stock purchases	—		—		(10,008)				—		(10,008)		—		(10,008)
Balance, March 31, 2025	$	27,709	$	74,314	$	(542,950)	$	1,623,102	$	(409,110)	$	773,065	$	6,063	$	779,128

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. Oceaneering International, Inc. (“Oceaneering,” “we,” “our” or “us”) has prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the United States Securities and Exchange Commission (the “SEC”). These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position as of March 31, 2026 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2025. The results for interim periods are not necessarily indicative of annual results.

Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering and our 50% or more owned and controlled subsidiaries. We also consolidate entities that are determined to be variable interest entities if we determine that we are the primary beneficiary; otherwise, we account for those entities using the equity method of accounting. We use the equity method to account for our investments in unconsolidated affiliated companies where our equity ownership interest ranges from 20% and 50% and we exercise significant influence without control over operations. We use the cost method for all other long-term investments. Investments in entities that we do not consolidate are presented in other noncurrent assets on our balance sheet. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Reclassifications. Certain amounts from prior periods have been reclassified to conform with the current period presentation.

Cash and Cash Equivalents. Cash and cash equivalents include demand deposits and highly liquid investments with original maturities of three months or less from the date of investment.

Allowance for Credit Losses—Financial Assets Measured at Amortized Costs. We identify our allowance for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable.

We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last three years and consideration of reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new information could have material effects on future evaluations.

We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent customer interaction, following economic and industry trends and reviewing specific customer data. Our other receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low risk of loss.

We consider macroeconomic conditions when assessing our credit risk exposure, including any impacts from the conflicts in Russia and Ukraine and in the Middle East, volatility in the financial services industry and the oil and natural gas markets, tariffs and retaliatory tariffs, U.S. economic and monetary policies, and the effects thereof on our customers and various counterparties. We have determined the impacts to our credit loss expense are de minimis for the three-month periods ended March 31, 2026 and 2025.

As of March 31, 2026, our allowance for credit losses was $4.7 million for accounts receivable and $0.5 million for other receivables. As of December 31, 2025, our allowance for credit losses was $1.6 million for accounts

7

receivable and $0.5 million for other receivables. Our allowance for credit losses for the three months ended March 31, 2026, increased when compared to the same period in the prior year primarily due to a reserve taken in the first quarter of 2026 related to a dispute with a customer regarding a value-added tax in Ghana.

Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flow. During the three-month period ended March 31, 2026, we wrote off $0.2 million in financial assets and during the three-month period ended March 31, 2025, we wrote off less than $0.1 million in financial assets.

Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of March 31, 2026. We generally do not require collateral from our customers.

Inventory. Inventory is valued at the lower of cost or net realizable value. We determine cost using the weighted-average method. We periodically review the value of items in inventory and record write-downs or write-offs of inventory based on our assessment of market conditions. Write-downs and write-offs are charged to cost of services and products. We did not record any write-downs or write-offs of inventory in the three-month period ended March 31, 2026. In the three-month period ended March 31, 2025, we recorded an increase to our inventory reserve related to a write-down of $10 million associated with our theme park ride business in our Manufactured Products segment. Our inventory reserve was $47 million and $48 million as of March 31, 2026 and December 31, 2025, respectively.

Property and Equipment, Long-Lived Intangible Assets and Right-of-Use Operating Lease Assets. We depreciate property and equipment using the straight-line method over estimated useful lives. Remotely Operated Vehicles (“ROVs”) are depreciated over eight years, marine services equipment (such as vessels) over three to 25 years, and buildings, building improvements, manufacturing equipment and other equipment for three to 25 years.

We charge the costs of repair and maintenance of property and equipment to operations as incurred, and we capitalize the costs of improvements that extend asset lives or functionality. Upon the disposition of property and equipment, the related cost and accumulated depreciation accounts are relieved and any resulting gain or loss is recognized in income.

We capitalize interest on assets where the construction period is anticipated to be more than three months. We do not allocate general administrative costs to capital projects. We did not capitalize interest in the three-month periods ended March 31, 2026 and 2025 related to capital projects. We had construction in progress of $41 million and $67 million as of March 31, 2026 and December 31, 2025, respectively, primarily related to projects in our Subsea Robotics and Offshore Projects Group (“OPG”) segments.

Long-lived intangible assets, primarily acquired in connection with business combinations, include trade names, intellectual property and customer relationships and are being amortized over their respective estimated useful lives.

Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our property and equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. For long-lived assets to be held and used, we base our evaluation on impairment indicators such as the nature of the assets, the future economic benefits of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether an impairment has occurred using an undiscounted cash flows analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. We did not identify indicators of impairment for property and equipment, long-lived intangible assets or right-of-use operating lease assets for the three-month periods ended March 31, 2026 and 2025.

For assets held for sale or disposal, the fair value of the asset is measured using fair market value less estimated costs to sell. Assets are classified as held for sale when we have a plan for disposal of certain assets and those assets meet the held for sale criteria.

8

For additional information regarding right-of-use operating lease assets, see “Leases” below.

Cloud-Based Service Contract Costs. We capitalized certain implementation costs related to a service-only cloud computing arrangement. Capitalized costs are included on our consolidated balance sheets in other noncurrent assets and will be amortized to selling, general and administrative expense on a straight-line basis over the contract term. In the three-month periods ended March 31, 2026 and 2025, we capitalized $7.0 million and $1.7 million, respectively, of deferred software implementation costs related to cloud computing arrangements, including $0.3 million and less than $0.1 million respectively, of interest.

Goodwill. Our goodwill is evaluated for impairment annually and whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

In our annual evaluation of goodwill, we perform a qualitative or quantitative impairment test. Under the qualitative approach, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform the quantitative analysis to determine the fair value for the reporting unit. We then compare the fair value of the reporting unit with its carrying amount and recognize an impairment loss for the amount by which the carrying amount exceeds the fair value of the reporting unit. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. We also consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. We did not identify indicators of impairment for goodwill for the three-month periods ended March 31, 2026 and 2025.

Revenue Recognition. All our revenue is realized through contracts with customers. We recognize our revenue according to the contract type. On a daily basis, we recognize service revenue over time for contracts that provide for specific time, material and equipment charges, which we bill periodically. We use the input method to recognize revenue, because each day of service provided represents value to the customer. The performance obligations in these contracts are satisfied, and revenue is recognized, as the work is performed. When appropriate, we apply the practical expedient to recognize revenue for the amount invoiced when the invoice corresponds directly to the value of our performance to date.

We account for significant fixed-price contracts, primarily within our Manufactured Products segment, and to a lesser extent in our OPG and Aerospace and Defense Technologies (“ADTech”) segments, by recognizing revenue over time using the cost-to-cost input method. The performance obligation is satisfied as we create a product on behalf of the customer over the life of the contract. The remainder of our revenue is recognized at the point in time when control transfers to the customer, thus satisfying the performance obligation.

We have elected to recognize the cost of freight and shipping as an expense when incurred. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by us from customers, are excluded from revenue.

In our service-based business lines, we principally charge on a dayrate basis for services provided. In our product-based business lines, predominantly in our Manufactured Products segment, we recognize revenue and profit using the percentage-of-completion method and exclude uninstalled materials and significant inefficiencies from the measure of progress.

While our contracts predominantly only contain one performance obligation and a limited number have variable consideration, we apply judgment, when applicable, in the determination and allocation of transaction price to performance obligations, and the subsequent recognition of revenue, based on the facts and circumstances of each contract. We routinely review estimates related to our contracts and, when required, reflect revisions to profitability in earnings immediately. If an element of variable consideration has the potential for a significant future reversal of revenue, we will constrain that variable consideration to a level intended to remove the potential future reversal. If a current estimate of total contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it. During the three months ended March 31, 2026, we recognized projected losses of $2.6 million for contracts in our Manufactured Products segment. During the three months ended March 31, 2025, we recognized projected losses of $2.9 million for contracts in our Manufactured Products segment. There could be adjustments to overall contract costs in the future, due to changes in facts and circumstances.

In general, our payment terms consist of those services billed regularly as provided and those products delivered at a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts

9

with milestone payments due at agreed progress points during the contract are invoiced when those milestones are reached, which may differ from the timing of revenue recognition. Our payment terms generally do not provide financing of contracts to customers, nor do we receive financing from customers as a result of these terms.

See Note 3—“Revenue” for more information on our revenue from contracts with customers.

Leases. We determine whether a contract is or contains a lease at inception, whether as a lessee or a lessor. We take into consideration the elements of an identified asset, right to control and the receipt of economic benefit in making those determinations.

As a lessor, we lease certain types of equipment along with the provision of services and utilize the expedient allowing us to combine the lease and non-lease components into a combined component that is accounted for (1) under the accounting standard “Leases” (“ASC 842”), when the lease component is predominant, and (2) under the accounting standard “Revenue from Contracts with Customers” (“ASC 606”), when the service component is predominant. In general, when we have a service component, it is typically the predominant element and leads to accounting under ASC 606.

As a lessor, we lease certain types of equipment, often providing services at the same time. These leases can be priced on a dayrate or lump-sum basis for periods ranging from a few days to multi-year contracts. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our customers’ discretion. These leases generally do not contain options to purchase, material restrictions or covenants that impact our accounting for leases.

As a lessee, we lease land, buildings, vessels and equipment for the operation of our business and to support some of our service line revenue streams. These generally carry lease terms that range from days for operational and support equipment to 20 years for land and buildings. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our discretion. When the exercise of those options is reasonably certain, we include them in the lease assessment. Our leases do not contain material restrictions or covenants that impact our accounting for them, nor do we provide residual value guarantees.

As a lessee, we utilize the practical expedients to not recognize leases with an initial lease term of 12 months or less on the balance sheet and to combine lease and non-lease components together and account for the combined component as a lease for all asset classes, except real estate.

Right-of-use operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement or modification date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at commencement or modification date in determining the present value of future payments. In determining the incremental borrowing rate, we considered our external credit ratings, bond yields for us and our identified peers, the risk-free rate in geographic regions where we operate, and the impact associated with providing collateral over a similar term as the lease for an amount equal to the future lease payments. Our right-of-use operating lease assets also include any lease prepayments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Foreign Currency Translation. The functional currency for most of our foreign subsidiaries is the applicable local currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date, and the resulting translation adjustments are recognized, net of tax, in accumulated other comprehensive income (loss) as a component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the Consolidated Statements of Operations. We recorded $0.7 million and $1.1 million of foreign currency transaction gains (losses) in the three-month periods ended March 31, 2026 and 2025, respectively. Those amounts are included as a component of other income (expense), net in our consolidated statement of operations.

Consolidated Variable Interest Entity. We hold a 45% interest in one variable interest entity (“VIE”) located in Angola. The remaining 55% noncontrolling interest is held by a service and logistics provider located in Angola. We are the primary beneficiary and wholly consolidate the VIE as we have the power to direct the activities that most

10

significantly affect the VIE’s economic performance and have the obligation to absorb the VIE’s losses and the right to receive benefits at 100%.

2.    ACCOUNTING STANDARDS UPDATE

Recently Issued Accounting Standards. In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure of the nature of certain expenses presented on the face of the income statement into specified categories in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. We anticipate that ASU 2024-03 will only impact our disclosures and therefore do not expect that ASU 2024-03 will have a material impact on our consolidated financial statements.

3.    REVENUE

Revenue by Category

The following tables present revenue disaggregated by business segment, geographical region, and timing of transfer of goods or services:

			Three Months Ended
(in thousands)			Mar 31, 2026		Mar 31, 2025
Business Segment:
	Energy
		Subsea Robotics	$	214,273	$	205,976
		Manufactured Products	143,648		135,037
		Offshore Projects Group	135,376		164,941
		Integrity Management & Digital Solutions	67,884		71,418
	Total Energy		561,181		577,372
	Aerospace and Defense Technologies		131,248		97,151
		Total	$	692,429	$	674,523
Geographic Operating Areas:
	Foreign:
		Africa	$	94,923	$	124,534
		United Kingdom	78,721		61,877
		Norway	69,981		54,748
		Brazil	61,474		62,159
		Asia and Australia	59,653		53,549
		Other	32,910		22,229
	Total Foreign		397,662		379,096
	United States		294,767		295,427
Total			$	692,429	$	674,523
Timing of Transfer of Goods or Services:
	Revenue recognized over time		$	644,135	$	626,476
	Revenue recognized at a point in time		48,294		48,047
Total			$	692,429	$	674,523

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Contract Balances

Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the contract liability balances. Milestones are contractually agreed with customers and relate to significant events across the contract lives. Some milestones are achieved before revenue is recognized, resulting in a contract liability, while other milestones are achieved after revenue is recognized, resulting in a contract asset.

The following table provides information about contract assets and contract liabilities from contracts with customers.

	Three months ended
(in thousands)	Mar 31, 2026		Mar 31, 2025
Total contract assets, beginning of period	$	216,808	$	275,280
Revenue accrued	632,895		607,903
Amounts billed	(625,296)		(613,886)
Total contract assets, end of period	$	224,407	$	269,297
Total contract liabilities, beginning of period	$	115,033	$	140,697
Deferrals of milestone payments	58,687		35,713
Recognition of revenue for goods and services	(58,886)		(70,199)
Total contract liabilities, end of period	$	114,834	$	106,211

Performance Obligations

As of March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations that were unsatisfied (or partially unsatisfied) was $391 million. In arriving at this value, we used two expedients available to us and are not disclosing amounts for performance obligations: (1) that are part of contracts with an original expected duration of one year or less; or (2) on contracts where we recognize revenue in line with the billing. Of this amount, we expect to recognize revenue of $342 million over the next 12 months, $48 million within the next 24 months, and we expect to recognize substantially all of the remaining balance of $1.2 million within the next 36 months.

In our Manufactured Products and ADTech segments, we have long-term contracts that extend beyond one year, and these make up the majority of the performance obligations balance reported as of March 31, 2026. We also have shorter-term product contracts with an expected original duration of one year or less that have been excluded.

Where appropriate, we have made estimates within the transaction price of elements of variable consideration within the contracts and constrained those amounts to a level where we consider it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The amount of revenue recognized in the three months ended March 31, 2026 and 2025 that was associated with performance obligations completed or partially completed in prior periods was not significant.

As of March 31, 2026, there were no significant outstanding liability balances for refunds or returns due to the nature of our contracts and the services and products we provide. Our warranties are limited to assurance warranties that are of a standard length and are not considered to be material rights. The majority of our contracts consist of a single performance obligation. While our contracts predominantly only contain one performance obligation and a limited number have variable consideration, when there are multiple obligations, we look for observable evidence of stand-alone selling prices on which to base the allocation. This involves judgment as to the appropriateness of the observable evidence relating to the facts and circumstances of the contract. If we do not have observable evidence, we estimate stand-alone selling prices by taking a cost-plus-margin approach, using typical margins from the type of product or service, customer and regional geography involved.

Costs to Obtain or Fulfill a Contract

In line with the available practical expedient, we capitalize incremental costs to obtain a contract that would not have been incurred if the contract had not been obtained when those amounts are significant and the contract is

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expected at inception to exceed one year in duration. Our costs to obtain a contract primarily consist of bid and proposal costs, which are generally expensed in the period incurred. There were no balances or amortization of costs to obtain a contract in the current reporting periods.

Costs to fulfill a contract primarily consist of certain mobilization costs incurred to provide services or products to our customers. These costs are deferred and amortized over the period of contract performance. The closing balance of costs to fulfill a contract was $4.7 million and $2.1 million as of March 31, 2026 and December 31, 2025, respectively. For the three-month periods ended March 31, 2026 and 2025, we recorded amortization expense of $0.7 million and $1.0 million, respectively. No impairment costs were recognized.

4.    INCOME TAXES

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three-month periods ended March 31, 2026 and 2025 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, changes in permanent book and tax differences, and other discrete items. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings.

We conduct our international operations in jurisdictions that have varying laws and regulations regarding income and other taxes, some of which are subject to different interpretations. We recognize benefit for an uncertain tax position if it is more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the uncertain tax position is then measured and recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate settlement.

We have accrued a net total of $10 million and $11 million in other long-term liabilities on our consolidated balance sheet for worldwide unrecognized tax liabilities as of March 31, 2026 and December 31, 2025, respectively. We account for any applicable interest and penalties related to uncertain tax positions as a component of our provision for income taxes in our consolidated financial statements. Changes in our management's judgment related to those liabilities would affect our effective income tax rate in the periods of change.

Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to complete and settle. We have ongoing tax audits and judicial appeals in various jurisdictions. The outcome of these audits and judicial tax appeals may have an impact on uncertain tax positions for income tax returns subsequently filed in those jurisdictions.

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions that impact the timing and magnitude of certain tax deductions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The impacts of the OBBBA are reflected in our results for the three-month period ended March 31, 2026, and there was no material impact on our consolidated financial statements.

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5.    SELECTED BALANCE SHEET INFORMATION

The following is information regarding selected balance sheet accounts:

(in thousands)		Mar 31, 2026		Dec 31, 2025
Inventory, net:
	Manufactured Products	$	111,912	$	105,908
	Subsea Robotics	83,535		83,520
	Other inventory	12,786		12,167
	Total	$	208,233	$	201,595
Accrued liabilities:
	Payroll and related costs	$	157,488	$	186,433
	Current operating lease liability	128,813		128,453
	Income taxes payable	43,799		43,828
	Accrued job costs	43,049		37,769
	Accrued interest	5,000		12,500
	Other	59,957		62,988
	Total	$	438,106	$	471,971

6.    DEBT

Long-term debt consisted of the following: 

	(in thousands)	Mar 31, 2026		Dec 31, 2025
6.000% Senior Notes due 2028		$	500,000	$	500,000
Unamortized discount and debt issuance costs		(11,187)		(12,583)
Long-term debt		$	488,813	$	487,417

2028 Senior Notes. In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). The New 2028 Senior Notes constituted an additional issuance of the Existing 2028 Senior Notes and form a single series with such notes. We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year. The 2028 Senior Notes are scheduled to mature on February 1, 2028. The indentures governing our 2028 Senior Notes generally limit our ability to incur secured debt for borrowed money (such as borrowings under our revolving credit facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures), and contain various other covenants and events of default. We may redeem some or all of the 2028 Senior Notes at specified redemption prices. In the three-month periods ended March 31, 2026 and 2025, we did not repurchase or redeem any of the 2028 Senior Notes.

Revolving Credit Agreement. On April 8, 2022, we entered into a new senior secured revolving credit agreement with a group of banks (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”). The commitments under the Revolving Credit Agreement are scheduled to mature on April 8, 2027. The Revolving Credit Agreement includes a $215 million revolving credit facility (the “Revolving Credit Facility”) with a $100 million sublimit for the issuance of letters of credit. Our obligations under the Revolving Credit Agreement are guaranteed by certain of our wholly owned subsidiaries and are secured by first priority liens on certain of our assets and those of the guarantors, including, among other things, intellectual property, inventory, accounts receivable, equipment and equity interests in subsidiaries. As of March 31, 2026, we had no borrowings outstanding under the Revolving Credit Facility and no letters of credit outstanding under the Revolving Credit Agreement.

We may borrow under the Revolving Credit Facility at either (1) a base rate, determined as the greatest of (A) the prime rate of Wells Fargo Bank, National Association, (B) the federal funds effective rate plus half of 1% and (C)

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Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Revolving Credit Agreement) for a one-month tenor plus 1%, in each case plus the applicable margin, which varies from 1.25% to 2.25% depending on our Consolidated Net Leverage Ratio (as defined in the Revolving Credit Agreement), or (2) Adjusted Term SOFR plus the applicable margin, which varies from 2.25% to 3.25% depending on our Consolidated Net Leverage Ratio. We will also pay a facility fee based on the amount of the underlying commitment that is being utilized, which fee varies from 0.300% to 0.375%, depending on utilization of the Revolving Credit Facility.

The Revolving Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted Consolidated Net Leverage Ratio was initially 4.00 to 1.00 and subsequently decreased to 3.25 to 1.00. As of March 31, 2026 and December 31, 2025, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving Credit Facility. Availability under the Revolving Credit Facility may be limited by these financial covenants and the requirement that any borrowing under the Revolving Credit Facility does not require the granting of any liens to secure any senior notes issued by us. The indentures governing the 2028 Senior Notes generally limit our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures). As of March 31, 2026, the full $215 million was available to borrow under the Revolving Credit Facility. In addition, the Revolving Credit Agreement contains various covenants that we believe are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or consolidate, sell assets and enter into certain restrictive agreements. As of March 31, 2026, we were in compliance with all of the covenants set forth in the Revolving Credit Agreement.

Debt Issuance Costs, Discounts and Interest. We incurred $7.1 million of issuance costs related to the 2028 Senior Notes and $4.0 million of loan costs related to the Revolving Credit Agreement. These costs, net of accumulated amortization, are included as a reduction of long-term debt in our consolidated balance sheets, as they pertain to the 2028 Senior Notes, and in other noncurrent assets, as they pertain to the Revolving Credit Agreement. We are amortizing these costs to interest expense through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. In the three-month periods ended March 31, 2026 and 2025, we amortized $0.5 million to interest expense in each period.

We recorded a discount of $20 million related to the 2028 Senior Notes issued in October 2023. This cost, net of accumulated amortization, is included as a reduction of long-term debt in our consolidated balance sheets and is being amortized to interest expense through the maturity date of the 2028 Senior Notes using the straight-line method, which approximates the effective interest rate method. In the three-month periods ended March 31, 2026 and 2025, we amortized $1.1 million and $1.0 million, respectively, to interest expense.

7.    COMMITMENTS AND CONTINGENCIES

Litigation. In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things:

•performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and

•workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims.

Although we cannot predict the ultimate outcome of these matters, we believe that our ultimate liability, if any, that may result from these other actions and claims will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, because of the inherent uncertainty of litigation and other dispute resolution proceedings and, in some cases, the availability and amount of potentially available insurance, we can provide no assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal period in which that resolution occurs.

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Financial Instruments and Risk Concentration. In the normal course of business, we manage risks associated with foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use derivative instruments unless we have an underlying exposure. Other financial instruments that potentially subject us to concentration of credit risk are principally cash and cash equivalents and accounts receivable.

The carrying values of cash and cash equivalents approximate their fair values due to the short-term maturity of the underlying instruments. Accounts receivable are generated from a broad group of customers, primarily from the energy industry and the U.S. government, which are major sources of our revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market values.

We estimated the aggregate fair market value of the 2028 Senior Notes to be $502 million as of March 31, 2026, based on quoted prices. Since the market for the 2028 Senior Notes is not an active market, the fair value of the 2028 Senior Notes is classified within Level 2 in the fair value hierarchy under U.S. GAAP (inputs other than quoted prices in active markets for similar assets and liabilities that are observable or can be corroborated by observable market data for substantially the full terms for the assets or liabilities).

To mitigate our currency exposure risk in Angola, we have used kwanza to purchase Angolan central bank (Banco Nacional de Angola) bonds. These bonds are denominated in U.S. dollars, so that, upon payment of semi-annual interest and principal upon maturity, payment will be made in U.S. dollars. In the third quarter of 2024, we purchased $7.0 million of U.S. dollar equivalent Angolan bonds. These bonds mature in February 2031. Because we intend to sell the bonds if we are able to repatriate the proceeds, we have classified these bonds as available-for-sale securities, and they are recorded at fair market value in other current assets in our consolidated balance sheets as of March 31, 2026 and December 31, 2025. We did not sell any of our Angolan bonds in the three-month periods ended March 31, 2026 and 2025. We estimated the fair market value of the Angolan bonds to be $7.0 million as of March 31, 2026 and 2025, using quoted market prices. Since the market for the Angolan bonds was not an active market, the fair value of the Angolan bonds was classified within Level 2 in the fair value hierarchy under U.S. GAAP.

In the three-month period ended June 30, 2021, we were notified by a customer in our Manufactured Products segment that it was suspending a contract that was substantially complete. Specifically, we billed $3.3 million and received $3.2 million of accounts receivable in the first quarter of 2026. As of March 31, 2026, we had outstanding contract assets of approximately $2.5 million for the contract and contract liabilities of less than $0.1 million prepaid for storage of components. As of December 31, 2025, we had outstanding contract assets of approximately $1.7 million for the contract and contract liabilities of $0.4 million prepaid for storage of components. During the first quarter of 2025, the customer restarted portions of this project, including the scope for our Manufactured Products segment. In January 2026, the customer announced a full restart of all activities in Mozambique, including this project.

8.    EARNINGS (LOSS) PER SHARE, SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLAN

Earnings (Loss) per Share. For each period presented, the only difference between our calculated weighted-average basic and diluted number of shares outstanding is the effect of outstanding restricted stock units and beginning in 2026, also performance stock units. In periods where we have a net loss, the effect of our outstanding restricted stock units is anti-dilutive and therefore does not increase our diluted shares outstanding.

For each period presented, our net income (loss) allocable to both common shareholders and diluted common shareholders is the same as our net income (loss) in our consolidated statements of operations.

Share-Based Compensation. Annually, the Compensation Committee of our Board of Directors (the “Compensation Committee”) issues to certain of our key executives and employees annual long-term incentive awards of restricted stock units, which are settled in shares of our common stock, and performance-based award of performance units, which were paid in cash prior to the 2026 awards and in shares of our common stock beginning with the 2026 awards.

In addition, grants of restricted stock are issued to our nonemployee directors and generally vest in full on the first anniversary of the award date, conditional upon continued service as a director. Each grantee of shares of restricted

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stock is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares.

Restricted Stock Units. Each restricted unit awarded prior to February 2026, generally vested in full on the third anniversary of the award date, conditional on continued employment through such vesting date. The remainder of the grants made to employees can vest pro rata over three years, provided the individual meets certain age and years of service requirements.

Beginning in February 2026, the Compensation Committee approved grants of restricted stock unit awards that will vest ratably on each of the first, second and third anniversary of the grant date.

We estimate that share-based compensation costs not yet recognized related to shares of restricted stock or restricted stock units, based on their grant-date fair values, was $26 million as of March 31, 2026. This expense is generally being recognized on a straight-line basis over the applicable vesting period.

For each of the restricted stock units granted in 2023 through March 31, 2026, at the earlier of three years after grant or at termination of employment or service, the grantee will be issued one share of our common stock for each unit vested. As of March 31, 2026 and December 31, 2025, respective totals of 1,845,776 and 1,902,174 shares of restricted stock and restricted stock units were outstanding.

Performance Stock Units. Beginning in February 2026, the Compensation Committee approved awards of stock-denominated performance stock units instead of cash-denominated performance units. To the extent earned, performance stock units will be settled in shares of our common stock, rather than in cash as has been the case for performance units awarded in prior years.

We estimate that share-based compensation cost not yet recognized related to shares of performance stock units, was $10 million as of March 31, 2026. This expense is generally being recognized on a straight-line basis over the applicable vesting period.

For each of the performance stock units granted as of March 31, 2026, the grantee will be issued one share of our common stock for each unit vested three years after grant. As of March 31, 2026, 359,402 shares of performance stock units were outstanding.

Share Repurchase Plan. In December 2014, our Board of Directors approved a share repurchase program under which we may repurchase up to 10 million shares of our common stock on a discretionary basis. Under the program, which has no expiration date, we had repurchased 2.0 million shares for $100 million through December 31, 2015. We did not repurchase any shares from January 2016 through August 2024. In the year ended December 31, 2024, we repurchased 0.8 million shares for approximately $20 million. In the year ended December 31, 2025, we repurchased 1.8 million shares for approximately $40 million. During the three-month period ended March 31, 2026, we did not repurchase any shares. From the inception of this program through March 31, 2026, we have repurchased approximately 4.6 million shares of our common stock for a total cost of approximately $161 million. As of March 31, 2026, we retained 11 million of the shares we had repurchased through this and a prior repurchase program. We expect to hold the shares repurchased and any additional shares repurchased under the plan as treasury stock for possible future use. The timing and amount of any future repurchases will be determined by our management. We are not obligated to make any future repurchases. We account for the shares we hold in treasury under the cost method, at average cost.

9.        BUSINESS SEGMENT INFORMATION

We are a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. Our five reportable segments are Subsea Robotics, Manufactured Products, Offshore Projects Group, Integrity Management & Digital Solutions and Aerospace and Defense Technologies.

Our Energy business leverages our asset base and capabilities for providing services and products for offshore energy operations, inclusive of the offshore renewable energy market. Our Energy segments are:

•Subsea Robotics—Our Subsea Robotics segment provides the following:

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◦Remotely operated vehicles (“ROVs”) for drill support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair;

◦ROV tooling; and

◦survey services, including hydrographic survey and positioning services and autonomous underwater vehicles for geoscience.

•Manufactured Products—Our Manufactured Products segment provides the following:

◦distribution and connection systems including production control umbilicals and field development hardware and pipeline connection and repair systems, along with clamp connectors and subsea and topside control valves primarily to the energy industry; and

◦autonomous mobile robotic technology to a variety of industries.

•Offshore Projects Group—Our OPG segment provides the following:

◦subsea installation and intervention, including riserless light well intervention services, inspection, maintenance and repair (“IMR”) services, principally in the U.S. Gulf and offshore Africa, utilizing owned and charter vessels;

◦installation and workover control systems and ROV workover control systems;

◦diving services;

◦project management and engineering; and

◦drill pipe riser services and systems and wellhead load relief solutions.

•Integrity Management & Digital Solutions—Our Integrity Management & Digital Solutions (“IMDS”) segment provides the following:

◦asset integrity management services; and

◦software, digital and connectivity solutions for the energy industry.

Our Aerospace and Defense Technologies segment provides services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. Government agencies and their prime contractors.

Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units, performance stock units, and bonuses, as well as other general expenses, including corporate administrative expenses.

Our chief operating decision maker (“CODM”) is our chief executive officer. Our CODM analyzes each segment’s performance using revenue and operating income (loss). Operating income (loss) for each business segment includes certain regional shared services cost allocations directly attributable to each segment. Intersegment revenue and expenses have been eliminated in the reported revenue and operating income (loss). We determine operating income (loss) for each business segment before interest income or expense, equity in income (losses) of unconsolidated affiliates, other income (expense) and provision for income taxes.

Our CODM uses both revenue and operating income (loss) for each segment in the annual budgeting and forecasting processes. The CODM considers budget-to-actual and forecast-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from those used in our consolidated financial statements for the year ended December 31, 2025. The tables that follow present information about our business segments, as well as the Unallocated Expenses category, and include a reconciliation to income (loss) before income taxes:

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		For the Three Months Ended March 31, 2026
	(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Unallocated Expenses		Total
Revenue		$	214,273	$	143,648	$	135,376	$	67,884	$	131,248	$	—	$	692,429
Cost of services and products		144,333		107,642		106,967		61,187		114,879		30,151		565,159
Selling, general and administrative 1		14,432		9,921		10,065		7,695		8,258		19,111		69,482
Operating income (loss)		55,508		26,085		18,344		(998)		8,111		(49,262)		57,788
Interest income		—		—		—		—		—		5,061		5,061
Interest expense, net of amounts capitalized		—		—		—		—		—		(9,105)		(9,105)
Equity in income (losses) of unconsolidated affiliates		—		—		—		—		—		277		277
Other income (expense), net		—		—		—		—		—		808		808
Income (loss) before income taxes		$	55,508	$	26,085	$	18,344	$	(998)	$	8,111	$	(52,221)	$	54,829
Depreciation and amortization		$	13,718	$	2,774	$	4,755	$	1,942	$	1,006	$	2,976	$	27,171
Capital expenditures, including business acquisitions		$	8,523	$	1,082	$	2,401	$	2,241	$	1,347	$	1,811	$	17,405
1	For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses.

	March 31, 2026
(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Corporate and Other		Total
Assets	$	557,385	$	382,475	$	487,980	$	138,841	$	159,042	$	917,472	$	2,643,195
Property and Equipment, Net	$	209,683	$	60,128	$	140,614	$	14,417	$	8,744	$	11,344	$	444,930
Goodwill	$	23,893	$	—	$	—	$	16,439	$	10,454	$	—	$	50,786

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		For the Three Months Ended March 31, 2025
	(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Unallocated Expenses		Total
Revenue		$	205,976	$	135,037	$	164,941	$	71,418	$	97,151	$	—	$	674,523
Cost of services and products		133,562		117,667		120,063		60,888		79,493		27,839		539,512
Selling, general and administrative 1		12,782		8,703		9,212		7,068		6,993		16,781		61,539
Operating income (loss)		59,632		8,667		35,666		3,462		10,665		(44,620)		73,472
Interest income		—		—		—		—		—		3,644		3,644
Interest expense, net of amounts capitalized		—		—		—		—		—		(9,075)		(9,075)
Equity in income (losses) of unconsolidated affiliates		—		—		—		—		—		362		362
Other income (expense), net		—		—		—		—		—		975		975
Income (loss) before income taxes		$	59,632	$	8,667	$	35,666	$	3,462	$	10,665	$	(48,714)	$	69,378
Depreciation and amortization		$	11,736	$	2,650	$	4,689	$	1,730	$	833	$	2,810	$	24,448
Capital expenditures, including business acquisitions		$	18,916	$	784	$	4,295	$	1,451	$	600	$	42	$	26,088
1	For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses.

	March 31, 2025
(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Corporate and Other		Total
Assets	$	493,890	$	345,894	$	502,808	$	128,670	$	144,178	$	659,583	$	2,275,023
Property and Equipment, Net	$	208,303	$	61,828	$	127,900	$	16,005	$	6,805	$	11,094	$	431,935
Goodwill	$	23,557	$	—	$	—	$	16,162	$	10,454	$	—	$	50,173

Depreciation and Amortization

Depreciation expense on property and equipment, reflected in Depreciation and Amortization, was $23 million and $21 million in the three-month periods ended March 31, 2026 and 2025, respectively.

Amortization expense on long-lived intangible assets, debt issuance costs and debt discount reflected in Depreciation and Amortization, was $4.3 million and $3.8 million in the three-month periods ended March 31, 2026 and 2025, respectively.

Assets, Property and Equipment, Net and Goodwill

All assets specifically identified with a particular business segment have been segregated. Cash and cash equivalents, certain other current assets, certain investments and certain other assets have not been allocated to particular business segments and are included in Corporate and Other. The changes in our reporting units’ goodwill balances during the periods presented are from currency exchange rate changes for March 31, 2026 and 2025.

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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements we make in this quarterly report on Form 10-Q are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements regarding our expectations about:

•increased costs to operate our business, including the availability and market for our chartered vessels;

•future demand, order intake and business activity levels;

•the collectability of accounts receivable and realizability of contract assets at the amounts reflected on our most recent balance sheet;

•the backlog of our Manufactured Products segment, to the extent backlog may be an indicator of future revenue or productivity;

•our tax payments and projected capital expenditures for 2026;

•the adequacy of our liquidity, cash flows and capital resources to support our operations and internally generated growth initiatives;

•increased costs and other effects of tariffs imposed by the United States (“U.S.”) government, and any effects on trading relationships among the U.S. and other countries;

•transactions we may engage in to manage our outstanding debt prior to maturity;

•shares that may be repurchased under our share repurchase plan;

•seasonality; and

•industry conditions.

These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we have referred to under the headings “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” in Part I of our annual report on Form 10-K for the year ended December 31, 2025. Although we believe that the expectations reflected in such forward-looking statements are reasonable, because of the inherent limitations in the forecasting process, as well as the relatively volatile nature of the industries in which we operate, we can give no assurance that those expectations will prove to have been correct. Accordingly, evaluation of our future prospects must be made with caution when relying on forward-looking information.

The following discussion should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our annual report on Form 10-K for the year ended December 31, 2025.

Overview of our Results

Our diluted earnings (loss) per share for the three-month period ended March 31, 2026 were $0.36, as compared to $0.49 for the corresponding period of the prior year. Our operating results for the three months ended March 31, 2026, as compared to the corresponding period of the prior year, decreased by 21% on a 3% increase in revenue. Our first quarter 2026 results unfolded largely as expected, driven by strong activity levels in our Aerospace and Defense Technologies (“ADTech”) segment. All of our energy segments produced results that were consistent with expectations, with the exception of our Integrity Management & Digital Solutions (“IMDS”) segment, which was impacted by the conflict in the Middle East.

Consistent with recent years, our cash balance declined during the first quarter of 2026. We utilized $59 million of cash in operating activities along with $8.0 million of cash for maintenance capital expenditures and $9.4 million for growth capital expenditures in the first quarter of 2026. These items were the largest contributors to our $81 million cash reduction during the first quarter of 2026,as compared to a $116 million cash reduction during the first quarter of 2025.

Results of Operations

We operate in five business segments. Our segments are contained within two businesses—services and products provided primarily to the oil and gas industry, and to a lesser extent, the mobility solutions and offshore renewables industries, among others (“Energy”), and services and products provided to non-energy industries ADTech. Our four

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business segments within the Energy business are Subsea Robotics, Manufactured Products, OPG and IMDS. We report our ADTech business as one segment. Our Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units, performance stock units, and bonuses, as well as other general expenses, including corporate administrative expenses.

Consolidated revenue and profitability information are as follows:

	Three Months Ended
(dollars in thousands)	Mar 31, 2026			Mar 31, 2025
Revenue	$	692,429		$	674,523
Operating Income (Loss)	57,788			73,472
Operating Income (Loss) %	8		%	11		%

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf in our OPG segment, which is usually more active in the second and third quarters, as compared to the rest of the year. Notably, however, the first quarter of 2025 represented a positive exception to this pattern. Revenue in our Subsea Robotics segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our Subsea Robotics seasonality depends on the number of remotely operated vehicles (“ROVs”) we have engaged in vessel-based subsea infrastructure inspection, maintenance, repair and installation, which is more seasonal than drill support. Revenue in each of our Manufactured Products, IMDS and ADTech segments generally has not been seasonal.

Energy

The primary focus of our Energy business is to continue driving the positive momentum associated with the operational efficiency programs that leverage our asset base and capabilities for providing services and products for offshore energy operations and subsea completions. These efforts continue to benefit us during the current upstream spending cycle that is consistent with the ongoing increase in global demand for energy. We are also focused on deploying our capabilities to grow our business in integrity management, survey services, mobile robotics, offshore wind installations, nuclear and other clean energy solutions.

The table that follows sets out revenue and profitability for the business segments within our Energy business. In the Subsea Robotics section of the table that follows, “ROV days utilized” is the number of ROV days for which we earn revenue during a specified period. “ROV days available” includes all days from the first day that a ROV is placed into service until the ROV is retired. All days in this period are considered available days, including periods when a ROV is undergoing maintenance or repairs. Our ROVs do not have scheduled maintenance or repair that requires significant time during which the ROVs are not available for utilization. “ROV utilization” percentage is defined as “ROV days utilized” divided by “ROV days available.”

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		Three Months Ended
(dollars in thousands)		Mar 31, 2026			Mar 31, 2025
Subsea Robotics
	Revenue	$	214,273		$	205,976
	Operating Income (Loss)	55,508			59,632
	Operating Income (Loss) %	26		%	29		%
	ROV Days Available	22,500			22,500
	ROV Days Utilized	13,674			15,093
	ROV Utilization	61		%	67		%
Manufactured Products
	Revenue	143,648			135,037
	Operating Income (Loss)	26,085			8,667
	Operating Income (Loss) %	18		%	6		%
	Backlog at End of Period	492,000			543,000
Offshore Projects Group
	Revenue	135,376			164,941
	Operating Income (Loss)	18,344			35,666
	Operating Income (Loss) %	14		%	22		%
Integrity Management & Digital Solutions
	Revenue	67,884			71,418
	Operating Income (Loss)	(998)			3,462
	Operating Income (Loss) %	(1)		%	5		%
Total Energy
	Revenue	$	561,181		$	577,372
	Operating Income (Loss)	98,939			107,427
	Operating Income (Loss) %	18		%	19		%

Subsea Robotics. We believe we are the world's largest provider of ROV services and this business segment is the largest contributor to our Energy business operating income. Our ROV business, within our Subsea Robotics segment, reflects the utilization percentages, fleet sizes and average pricing in the respective periods. Our ROV tooling provides an additional operational interface between an ROV and equipment located subsea. Our survey services business provides survey, positioning, and geoscience services. The following table presents revenue from ROV services as a percentage of total Subsea Robotics revenue:

	Three Months Ended
	Mar 31, 2026		Mar 31, 2025
ROV	79	%	79	%
Other	21	%	21	%

During the first quarter of 2026, Subsea Robotics revenue increased as compared to the corresponding period of the prior year primarily due to higher average revenue per day in 2026, reflecting a mix of improved pricing and non-recurring benefits. During the first quarter of 2026, Subsea Robotics operating income decreased as compared to the corresponding period of the prior year primarily as a result of a decrease in ROV utilization, along with changes in the geographic mix and increased operating costs.

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Fleet utilization was 61% in the three-month period ended March 31, 2026 as compared to 67% for the three-month period ended March 31, 2025. For the three-month period ended March 31, 2026, there was a decrease in ROV days utilized, primarily in the U.S. Gulf, when compared to the corresponding period in the prior year. Our ROV fleet use during the first quarter of 2026 was 67% in drill support and 33% in vessel-based activity, as compared to 62% in drill support and 38% in vessel-based activity in the first quarter of 2025. For each of the periods presented, we had a fleet of 250 work-class ROVs.

Manufactured Products. Our Manufactured Products segment provides distribution systems such as production control umbilicals and connection systems made up of specialty subsea hardware, along with clamp connectors and subsea and topside control valves. We also provide turnkey solutions that include project management, engineering design, fabrication, assembly and installation of autonomous mobile robotic technology to industrial, manufacturing, healthcare and warehousing markets.

Our Manufactured Products operating results in the first quarter of 2026 improved on higher revenue as compared to the corresponding period in the prior year primarily due to continued execution of higher-margin backlog and strong performance in our rotator products, partially offset with lower activity and changes in project mix in our Grayloc business. Additionally, we recorded an inventory reserve of $10 million in the first quarter of 2025 related to our theme park ride business.

Our Manufactured Products backlog was $492 million as of March 31, 2026 compared to $543 million as of March 31, 2025, with the decrease reflecting the timing of awards. Our book-to-bill ratio was 0.91 for the trailing 12 months ended March 31, 2026, as compared to 0.90 for the trailing 12 months ended March 31, 2025.

Offshore Projects Group. Our OPG segment provides a broad portfolio of integrated subsea project capabilities and solutions as follows:

•subsea installation and intervention, including riserless light well intervention (“RLWI”) services, inspection, maintenance and repair (“IMR”) services, principally in the U.S. Gulf and offshore Africa, utilizing owned and chartered vessels;

•installation and workover control systems (“IWOCS”) and ROV workover control systems (“RWOCS”);

•diving services;

•decommissioning services;

•project management and engineering; and

•drill pipe riser services and systems and wellhead load relief solutions.

Our OPG operating results decreased in the first quarter of 2026 as compared to the corresponding period of the prior year, on lower revenue. These declines are primarily due to an unusually strong first quarter of 2025, with the first quarter of 2026 reflecting more typical seasonality in the U.S. Gulf and decreased activity internationally.

We have several deepwater vessels under a mix of short-term charters where we can see firm workload and spot charters as market opportunities arise. We have a total of five long-term charters as of March 31, 2026: one that began in 2024, two that began in 2023, and two that began in 2022. We signed extensions in the third quarter of 2025 for three of these long-term vessel charters that began in the first quarter of 2026. These charters have staggered maturity dates with none extending past the first quarter of 2029. Depending on market conditions, we may add additional chartered vessels throughout the year to align with our strategy that balances vessel cost, availability and capability to capture work. We expect to do this through the continued utilization of a mix of short-term, spot and long-term charters.

Integrity Management & Digital Solutions. Our IMDS segment provides asset integrity management, corrosion management, inspection and nondestructive testing services, principally to customers in the oil and gas, power generation and petrochemical industries. We perform these services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and connectivity solutions for the energy industry.

Our IMDS operating results for the first quarter of 2026 were lower on decreased revenue, as compared to the corresponding period of the prior year primarily due to lower activity in Africa and Australia.

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Aerospace and Defense Technologies. Our ADTech segment provides services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. government agencies and their prime contractors. Many of the services and products utilized in ADTech are applied technologies based on our core competencies and knowledge derived from decades of working in the offshore markets and solving complex problems in harsh environments.

Revenue and operating income (loss) information for our ADTech segment are as follows:

	Three Months Ended
(dollars in thousands)	Mar 31, 2026			Mar 31, 2025
Revenue	$	131,248		$	97,151
Operating Income (Loss)	8,111			10,665
Operating Income (Loss) %	6		%	11		%

Our ADTech segment revenue for the first quarter of 2026 increased as compared to the corresponding period of the prior year primarily due to increased activity and margins in our Oceaneering Technologies (“OTECH”) and Marine Services Division. Our ADTech segment operating results for the first quarter of 2026 decreased as compared to the corresponding period of the prior year primarily due to a one-time accrual recorded in connection with an agreement in principle with an ADTech customer to resolve a previously disclosed contract dispute. In the first quarter of 2026, we recorded $6.8 million in expense and recognized related current and long‑term liabilities based on the proposed repayment schedule. Offsetting this amount was the release of a $1.3 million accrual that was recorded in a previous period related to the same matter. Although the agreement is subject to final approval by both parties, based on the information currently available, we do not expect any additional material obligations related to this matter. We anticipate settling our obligation over the life of the associated multi-year contract. 

Unallocated Expenses

Our Unallocated Expenses (i.e., those not associated with a specific business segment) within operating expense consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses plus general and administrative expenses related to corporate functions.

The following table sets forth our Unallocated Expenses for the periods indicated:

	Three Months Ended
(dollars in thousands)	Mar 31, 2026			Mar 31, 2025
Operating expenses	$	(49,262)		$	(44,620)
Operating expenses % of revenue	7		%	7		%

Our unallocated operating expenses for the first quarter of 2026 were higher as compared to the corresponding period of the prior year primarily due to higher information technology costs.

Other

The following table sets forth our significant financial statement items below the income (loss) from operations line:

	Three Months Ended
(in thousands)	Mar 31, 2026		Mar 31, 2025
Interest income	$	5,061	$	3,644
Interest expense, net of amounts capitalized	(9,105)		(9,075)
Equity in income (losses) of unconsolidated affiliates	277		362
Other income (expense), net	808		975
Provision (benefit) for income taxes	18,722		19,001

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Interest income for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 increased primarily due to higher average interest-earnings cash balances in 2026.

In addition to interest on borrowings, interest expense includes amortization of loan costs and debt discount, and fees for lender commitments under our senior secured revolving credit agreement and standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements. Interest expense for the three months ended March 31, 2026 as compared to the corresponding period of the prior year was relatively flat. We recorded capitalized interest of $0.3 million and less than $0.1 million for the three months ended March 31, 2026 and 2025, respectively, related to the planned implementation of our new enterprise resource planning system.

Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the three-month periods ended March 31, 2026 and 2025, we incurred foreign currency transaction gains (losses) of $0.7 million and $1.1 million, respectively, primarily resulting from foreign currency fluctuations in multiple countries. We could incur further foreign currency exchange gains (losses) in countries where we operate due to foreign currency exchange fluctuations.

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three-month periods ended March 31, 2026 and 2025 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, changes in permanent book and tax differences, and other discrete items. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings.

Our income tax payments for the full year of 2026 are estimated to be in the range of $95 million to $105 million, which includes taxes incurred in countries that impose tax on the basis of in-country revenue, without regard to the profitability of such operations.

Liquidity and Capital Resources

We consider our liquidity and capital resources adequate to support our operations, capital commitments and strategic growth initiatives, as well as any opportunistic returns of capital to shareholders. Our material cash commitments consist primarily of obligations for long-term debt, purchase obligations as part of normal operations, and operating leases for land, buildings, vessels and equipment for the support and operation of our business. Our purchase obligations include agreements to purchase goods and services as well as commitments for capital assets used in the normal operations of our business. We are committed to maintaining strong liquidity and believe that our cash position, undrawn Revolving Credit Agreement (as defined below) and long-term debt maturity profile provide us with ample resources and time to address our liquidity needs, including potential future growth opportunities and working capital needs.

As of March 31, 2026, we had working capital of $788 million, including cash and cash equivalents of $607 million. Additionally, as of March 31, 2026, we had $215 million of unused commitments through our senior secured revolving credit agreement that we entered into in April 2022 (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”). Availability under the $215 million revolving credit facility (“Revolving Credit Facility”) may be limited by certain financial covenants and the requirement that any borrowing under the Revolving Credit Facility not require the granting of any liens to secure any senior notes issued by us. The indenture governing the 2028 Senior Notes (defined below) generally limits our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures).

Our nearest maturity of indebtedness is $500 million of our 2028 Senior Notes (defined below). From time to time, we may engage in certain transactions in order to manage our outstanding debt prior to maturity, including repurchases via open-market or privately negotiated transactions, redemptions, exchanges, tender offers or otherwise. We can provide no assurance as to the timing of any such repurchases or whether we will complete any such repurchases at all. We do not intend to disclose further information regarding any such repurchase transactions, except to the extent required in our subsequent periodic filings on Forms 10-K or 10-Q, or unless otherwise required by applicable law.

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Cash flows for the three months ended March 31, 2026 and 2025 are summarized as follows:

		Three Months Ended
	(in thousands)	Mar 31, 2026		Mar 31, 2025
Changes in Cash:
	Net Cash Used in Operating Activities	$	(59,118)	$	(80,718)
	Net Cash Used in Investing Activities	(15,329)		(24,305)
	Net Cash Used in Financing Activities	(8,794)		(15,615)
	Effect of exchange rates on cash	1,837		5,106
	Net Increase (Decrease) in Cash and Cash Equivalents	$	(81,404)	$	(115,532)

Operating activities

Our primary sources and uses of cash flows from operating activities for the three months ended March 31, 2026 and 2025 are as follows:

		Three Months Ended
	(in thousands)	Mar 31, 2026		Mar 31, 2025
Cash Flows from Operating Activities:
	Net income (loss)	$	36,107	$	50,377
	Non-cash items, net	36,339		38,877
	Accounts receivable and contract assets	(70,957)		(61,266)
	Inventory	(6,638)		(8,280)
	Current liabilities	(32,840)		(90,411)
	Other changes	(21,129)		(10,015)
	Net Cash Provided by (Used in) Operating Activities	$	(59,118)	$	(80,718)

The decrease in cash related to accounts receivable and contract assets in the three months ended March 31, 2026 reflects the timing of project milestones and customer payments. The decrease in cash related to inventory in the three months ended March 31, 2026 was primarily due to higher activity and related increases in our Manufactured Products inventory. The decrease in cash related to current liabilities in the three months ended March 31, 2026 reflects the timing of vendor payments and payout of incentive compensation accruals.

Investing activities

Our capital expenditures of $17 million were lower during the first three months of 2026, as compared to $26 million in the first three months of 2025, primarily due to higher capital expenditures in our Subsea Robotics segment in the first quarter of 2025 related to our survey services business.

In 2026, we expect our organic capital expenditures to total between $105 million to $115 million, exclusive of business acquisitions, which we expect to fund using our available cash.

Financing activities

In the three months ended March 31, 2026 and 2025, we used $8.8 million and $16 million, respectively, of cash in financing activities primarily due to the payment of tax withholding related to vesting of stock awards in both periods and the repurchase of approximately 0.5 million shares of our common stock for approximately $10 million in the three months ended March 31, 2025.

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). As of March 31, 2026, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2028 Senior Notes. We pay interest on the

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2028 Senior Notes on February 1 and August 1 of each year, and the 2028 Senior Notes are scheduled to mature on February 1, 2028. In the three months ended March 31, 2026 and 2025, we did not repurchase or redeem any of the 2028 Senior Notes. For more on the 2028 Senior Notes, see Note 6—“Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.

As of March 31, 2026, we had $215 million of unused commitments under our Revolving Credit Facility. As of March 31, 2026, we were in compliance with all of the financial covenants set for in the Revolving Credit Agreement. For more on our Revolving Credit Facility (including the financial covenants thereunder), see Note 6—”Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.

Share Repurchase Program. In December 2014, our Board of Directors approved a plan to repurchase up to 10 million shares of our common stock on a discretionary basis. Under this program, which has no expiration date, we repurchased 2.0 million shares of our common stock for approximately $100 million in 2015. We did not repurchase any shares from January 2016 through August 2024. In the year ended December 31, 2024, we repurchased 0.8 million shares for approximately $20 million. In the year ended December 31, 2025, we repurchased 1.8 million shares for approximately $40 million. In the three months ended March 31, 2026, we did not repurchase any shares. From the inception of this program through March 31, 2026, we have repurchased approximately 4.6 million shares of our common stock for a total cost of approximately $161 million. As of March 31, 2026, we retained 11 million of the shares we had repurchased through this and a prior repurchase program. We account for the shares we hold in treasury under the cost method, at average cost. The timing and amount of any future repurchases will be determined by our management. We expect that any additional shares repurchased under the plan will be held as treasury stock for possible future use. The plan does not obligate us to repurchase any particular number of shares.

Off-Balance Sheet Arrangements

We have not guaranteed any debt not reflected on our Consolidated Balance Sheets as of March 31, 2026, and we do not have any off-balance sheet arrangements, as defined by Securities and Exchange Commission's rules.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. These principles require us to make various estimates, judgments and assumptions that affect the reported amounts in our financial statements and accompanying notes. We disclose our significant accounting policies in Notes to Consolidated Financial Statements—Note 1—“Summary of Significant Accounting Policies” in this quarterly report and in our annual report on Form 10-K for the year ended December 31, 2025, in Part II. Item 7. “Financial Statements and Supplementary Data—Note 1—Summary of Significant Accounting Policies.”

For information about our critical accounting policies and estimates, see Part II. Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our annual report on Form 10-K for the year ended December 31, 2025. As of March 31, 2026, there have been no material changes to the judgments, assumptions and estimates upon which our critical accounting policies and estimates are based.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks arising from transactions we enter into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. As of March 31, 2026, we do not believe these risks are material. However, with the expansion of our international operations, we could be exposed to additional market risks from fluctuations in foreign currency exchange rates in the future. We have not entered into any market risk-sensitive instruments for speculative or trading purposes. When we have a significant amount of borrowings, we typically manage our exposure to interest rate changes using a combination of fixed- and floating-rate debt. See Note 6—“Debt” in the Notes to Consolidated Financial Statements included in this quarterly report for a description of our revolving credit agreement and interest rates on our borrowings. We believe significant interest rate changes would not have a material near-term impact on our future earnings or cash flow.

Because we operate in various regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar. The functional currency for most of our international operations is the applicable local currency. A stronger or weaker U.S. dollar against the Brazilian real, Norwegian kroner and United Kingdom pound sterling could impact our operating income. We manage our exposure to changes in foreign exchange rates by primarily denominating our contracts and providing for collections from our customers in U.S. dollars or freely convertible currency and endeavoring to match our contract costs with the denominated contractual currency. We use the exchange rates in effect as of the balance sheet date to translate assets and liabilities when the functional currency is the local currency, resulting in translation adjustments that we reflect as accumulated other comprehensive income or loss in the equity section of our consolidated balance sheets. We recorded net adjustments to our equity accounts of $3.6 million and $20 million in the three-month periods ended March 31, 2026 and 2025, respectively. Negative adjustments reflect the net impact of the strengthening of the U.S. dollar against various foreign currencies for locations where the functional currency is not the U.S. dollar. Conversely, positive adjustments reflect the effect of a weakening U.S. dollar.

Foreign currency gains (losses) were $0.7 million and $1.1 million in the three-month periods ended March 31, 2026 and 2025, respectively. We recorded foreign currency transaction gains (losses) as a component of other income (expense), net in our consolidated statements of operations in those respective periods.

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Item 4.        Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.Legal Proceedings

For information regarding legal proceedings, see the discussion under the caption “Litigation” in Note 7—“Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this quarterly report, which discussion we incorporate by reference into this Item.

Item 5.         Other Information

During the three months ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K.

Item 6.         Exhibits

Index to Exhibits
			Registration or File Number	Form of Report	Report Date	Exhibit Number
*	3.01	Restated Certificate of Incorporation	1-10945	10-K	Dec. 2000	3.01
*	3.02	Certificate of Amendment to Restated Certificate of Incorporation	1-10945	8-K	May 2008	3.1
*	3.03	Certificate of Amendment to Restated Certificate of Incorporation	1-10945	8-K	May 2014	3.1
*	3.04	Amended and Restated Bylaws	1-10945	8-K	Nov. 2022	3.01
	10.01 †	2026 Annual Cash Bonus Award Program Summary
	10.02 †	Form of Restricted Stock Unit Award Agreement
	10.03 †	Form of Performance Stock Unit Award Agreement
	31.01	Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer
	31.02	Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer
	32.01	Section 1350 certification of principal executive officer
	32.02	Section 1350 certification of principal financial officer
	101.INS	Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
	*	Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.
	†	Management contract or compensatory plan or arrangement.

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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 thereunto duly authorized.

April 23, 2026	/S/    RODERICK A. LARSON
Date	Roderick A. Larson
	President and Chief Executive Officer
	(Principal Executive Officer)
April 23, 2026	/S/    MICHAEL W. SUMRULD
Date	Michael W. Sumruld
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)
April 23, 2026	/S/    CATHERINE E. DUNN
Date	Catherine E. Dunn
	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

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EX-10.01

Exhibit 10.01

OCEANEERING INTERNATIONAL, INC.

2026 ANNUAL SHORT-TERM INCENTIVE AWARD PROGRAM SUMMARY

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Oceaneering International, Inc. (“Oceaneering,” and together with its subsidiaries, the “Company”) approved a 2026 Annual Short-Term Incentive Award Program (the “Program”) for Employees selected by the Committee, under Oceaneering’s 2020 Incentive Plan (as may be amended from time to time, the “Incentive Plan”), that establishes certain goals for the Company or functional units or business segments thereof in 2026 (the “Program Goals”).The terms “Employee” and “Participant” have the respective meanings set forth in the Incentive Plan.

Under the Program, cash bonuses payable to Participants in the Program are determined by the Committee based on the level of achievement of the Program Goals approved by the Committee and, where applicable, individual goals, weighted as follows:

(a)for Participants serving as a “Senior Officer” (as defined in the Compensation Committee Charter):

60% the Company’s consolidated earnings before interest, taxes, depreciation and amortization for the year ending December 31, 2026, adjusted to remove the net impact of: foreign currency gains and losses; sales of fixed assets and investments resulting in gains or losses; impairments, write-downs and/or write-offs of assets; corporate restructuring expenses; and other unusual items; in each case, as may be approved by the Committee (“Adjusted EBITDA”);

25% the Company’s net cash provided by operating activities less purchases of property and equipment for the year ending December 31, 2026, as approved by the Committee (“Free Cash Flow”);

10% safety goals for the Company; and

5% environmental goals for the Company; and

(b)for other corporate and functional staff Participants:

45% Adjusted EBITDA;

25% Free Cash Flow;

15% individual goals;

10% safety goals for the Company; and

5% environmental goals for the Company; and

(c)for other business segment Participants:

45% Adjusted EBITDA;

25% Free Cash Flow;

15% individual goals;

10% safety goals for the relevant segment; and

5% environmental goals for the Company.

For each Participant under the Program, the cash bonus achievable is an amount, determined in U.S. Dollars, payable on or before March 15, 2027, based on a percentage approved by the Committee or its delegate, applied to: (1) the 2026 annual base salary for each Participant serving as a Senior Officer during 2026; and (2) the annual base salary rate in effect on October 1, 2026 for each of the other Participants.

The foregoing notwithstanding, payments are subject to the Company's Clawback Policy, and the Committee has absolute discretion to approve payment of amounts other than those determined based on the level of achievement of Program Goals and, where applicable, individual goals. Further, the Committee has delegated full authority under the Program to the Chief Executive Officer of Oceaneering (the “CEO”) and the Chief Human Resources Officer of Oceaneering (the “CHRO”), except with respect to any Participant who, at the time of award or payment, serves the Company as: (1) a member of the Board or (2) a Senior Officer; or (3) any other corporate officer appointed by the Board.

In any event, to be eligible to receive a cash bonus under the Program, at the time cash bonuses are paid under the Program, a Participant must be an active Employee in good standing of the Company, unless otherwise determined in the absolute discretion of the Committee or the CEO or the CHRO (within their delegated authority).

EX-10.02

Exhibit 10.02

[●]Restricted Stock Units

FORM OF RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and [●] (the “Participant”), an employee of the Company or a Subsidiary, regarding an award (this “Award”) of [●] units (the “Restricted Stock Units”), each representing the right to receive one share of Common Stock under the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective [●] (the “Award Date”), such number of Restricted Stock Units being subject to adjustment as provided in Section 15 of the Plan and further subject to the following terms and conditions:

1.Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2.Vesting.

(a)    General. One-third of the Restricted Stock Units shall vest on each of [●], [●] and [●] (the third such date, the “Final Scheduled Vesting Date”), provided the Participant is in Service on the applicable vesting date.

(b)    Change of Control with Termination. If a Change of Control occurs prior to the Final Scheduled Vesting Date and the Participant’s Service is terminated on or after the Change of Control (i) by the Company or any successor to the Company for any reason other than for Cause or (ii) by the Participant for Good Reason, then all of the then-unvested Restricted Stock Units shall vest as of such termination date.

(c)    Death or Disability. If the Participant’s Service is terminated prior to the Final Scheduled Vesting Date due to the Participant’s death or Disability, then all of the then-unvested Restricted Stock Units shall vest as of such termination date.

3.Forfeiture of Award; Clawback. If the Participant’s Service terminates prior to the Final Scheduled Vesting Date under any circumstances, except those provided in Paragraphs 2(b) and 2(c) of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of the Restricted Stock Units, all of the then-unvested Restricted Stock Units shall be forfeited as of such termination date. The Participant acknowledges and agrees that this Award and any other outstanding awards to the Participant of restricted stock units under any of the Company's shareholder-approved incentive plans shall be subject to recovery or clawback by the Company pursuant to any applicable law or regulation or stock exchange listing requirement and/or the provisions of the Company’s

(2026 Rev.)

Clawback Policy, a copy of which has been provided to the Participant and is incorporated into this Agreement by this reference.

4.Registration of Restricted Stock Units. The Participant’s right to receive the Restricted Stock Units shall be evidenced by book-entry registration (or by such other manner as the Committee may determine).

5.Settlement and Delivery of Shares. Settlement of any Restricted Stock Units that vest in accordance with Paragraph 2 will be made by payment in shares of Common Stock, which shall be delivered to the Participant as soon as administratively practicable (but not later than 60 days) following the applicable vesting date. The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

6.No Shareholder Rights; No Dividend Equivalents. The Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as this Award has been settled by the transfer of shares of Common Stock to the Participant. The Company will not pay dividend equivalents on any outstanding Restricted Stock Units.

7.Definitions. For purposes of this Agreement:

(a)    “Cause” has the meaning assigned to it in the Change of Control Plan.

(b)    “Change of Control Plan” means the Oceaneering International, Inc. Change of Control Plan, as amended from time to time.

(c)    “Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Participant’s inability and its anticipated duration shall be determined solely by a medical physician of the Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.

(d)    “Good Reason” has the meaning assigned to it in the Change of Control Plan (other than clause (v) of such definition).

(e)    “Service” means employment with the Company or any Subsidiary or service as a member of the Board of Directors of the Company.

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(f)    “Specified Employee” means an employee identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and the applicable guidance issued thereunder.

8.Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 5875 North Sam Houston Parkway West, Suite 400, Houston, Texas 77086; or (b) by hand delivery or otherwise to 5875 North Sam Houston Parkway West, Suite 400, Houston, Texas 77086. Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of final settlement of this Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

9.Assignment of Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant’s rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant’s rights under and interest in this Award may be made by the Participant other than by a domestic relations order. This Award is payable during his or her lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Award shall be payable to his or her guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries to whom this Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time. The Participant may change his or her beneficiary without the consent of any prior beneficiary. Following the Participant’s death, this Award, if any, will pass pursuant to the most recent beneficiary designation provided to the Company or its representative, and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated beneficiary does not survive the Participant’s death, this Award shall pass to the Participant's estate.

10.Withholding. The Company's obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “Required Withholding”). The Company may

    Page 3    

withhold an appropriate number of shares from the Common Stock that would otherwise have been delivered to the Participant (with respect to the settlement of this Award) necessary to satisfy the Participant’s Required Withholding, and deliver the remaining shares of Common Stock (or cash in lieu of fractional shares) to the Participant, unless the Participant has made arrangements with the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

11.Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Paragraph 9 of this Agreement.

12.No Service Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued Service with the Company or any Subsidiary.

13.Code Section 409A Compliance. The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”), and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Notwithstanding any provision herein to the contrary, if the Participant is a Specified Employee on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Restricted Stock Units settled on account of a separation from service that is deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A.

14.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

15.Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

16.Entire Agreement. This Agreement, together with the applicable provisions of the Plan, constitute the entire agreement of the Company and the Participant with respect to the

    Page 4    

subject matter hereof and supersede all prior agreements and understandings, both written and oral, regarding the subject matter hereof.

[Signature Page Follows]

    Page 5    

		OCEANEERING INTERNATIONAL, INC.
Award Date:	[●]	By:
			Jennifer F. Simons
			Senior Vice President, Chief Legal Officer
			and Secretary

The Participant hereby accepts the foregoing Restricted Stock Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

		PARTICIPANT:
Date:	[●]
		Participant’s Address:

    Page 6    

EX-10.03

Exhibit 10.03

[●] Performance Stock Units

FORM OF PERFORMANCE STOCK UNIT AGREEMENT

This PERFORMANCE STOCKUNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and [●] (the “Participant”), an employee of the Company or a Subsidiary, regarding an award (this “PerformanceAward”) of [●] units (the “Performance Stock Units”), each representing the right to receive between zero and two shares of Common Stock, under the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective [●] (the “Award Date”), such number of Performance Stock Units being subject to adjustment as provided in Section 15 of the Plan and further subject to the following terms and conditions:

1.Relationship to Plan. This Performance Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2.Determination of Number of Performance Stock Units Earned. Pursuant to, and subject to, the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to the Participant the Performance Stock Units as set forth above, which assumes achievement of the target level of performance (“Target”) as described on the “Performance Award: Goals and Measures” attached hereto as Schedule I (the “Goals and Measures”); provided that, except as otherwise provided in this Agreement, the number (if any) of Performance Stock Units earned (which may range from 0% to 200% of the total number of Performance Stock Units granted), shall be determined based on the actual results for the period beginning on January 1, 2026 and ending on December 31, 2028 (the “Performance Period”) in accordance with the performance criteria set forth in the Goals and Measures (such number of Performance Stock Units earned, the “Earned Units”). The Participant’s rights with respect to the Performance Stock Units shall be forfeitable until the Performance Stock Units vest in accordance with Paragraph 3.

3.Vesting. The Performance Stock Units shall become vested as follows:

(a)General. On [Distribution Date] (the “Scheduled Vesting Date”), the Performance Stock Units shall vest, and the Earned Units shall be determined, based on the extent to which the Company has satisfied the performance conditions set forth in the Goals and Measures, provided that the Participant has continuously remained in Service through such date.

(b)Retirement Age. If the Participant’s Service is terminated by the Participant or the Company for any reason (other than in accordance with subparagraphs (d) and (e) below) on or after December 15, [Year 1], but prior to the

(2026 Rev.)    Page 1 of 7

Scheduled Vesting Date, and, as of the December 15 on or immediately preceding such termination date, the Participant has attained Retirement Age, then the Performance Stock Units shall vest pro rata in accordance with the following schedule:

Date of Termination	Number of VestedPerformance Stock Units
On or after December 15, [Year 1], but prior to December 15, [Year 2]	One-third
On or after December 15, [Year 2], but prior to December 15, [Year 3]	Two-thirds
On or after December 15, [Year 3]	All

For the avoidance of doubt, if the Participant is of Retirement Age (as of the termination date) and terminates Service prior to December 15, [Year 1], then this Performance Award shall be forfeited in full as of such termination date. Performance Stock Units that vest pursuant to this subparagraph (b) shall (i) be settled at the same time as Performance Stock Units are to be settled pursuant to subparagraph (a), and (ii) the Earned Units shall be based on the actual attainment of the performance conditions set forth in the Goals and Measures; provided, however, that if a Change of Control occurs prior to the Scheduled Vesting Date, the Earned Units shall be equal to the Target number of Performance Stock Units.

(c)Change of Control without Termination. If a Change of Control occurs prior to the Scheduled Vesting Date and the Participant remains in continuous Service through the Scheduled Vesting Date, then all of the Performance Stock Units shall vest as of the Scheduled Vesting Date, and the Earned Units shall be equal to the Target number of Performance Stock Units.

(d)Change of Control with Termination. Notwithstanding subparagraph (c) above, if a Change of Control occurs prior to the Scheduled Vesting Date and the Participant’s Service is terminated on or after the Change of Control (i) by the Company or any successor to the Company for any reason other than for Cause or (ii) by the Participant for Good Reason, then the Performance Stock Units shall vest as of such termination date, and the Earned Units shall be equal to the Target number of Performance Stock Units.

(e)Death or Disability. If the Participant’s Service is terminated prior to the Scheduled Vesting Date due to the Participant’s death or Disability, then the Performance Stock Units shall vest as of such termination date, and the Earned Units shall be equal to the Target number of Performance Stock Units.

    Page 2 of 7

4.Forfeiture of Performance Award; Clawback. If the Participant’s Service terminates prior to the Scheduled Vesting Date under any circumstances, except those provided in Paragraphs 3(b), (d) and (e) of this Agreement or in any other written agreement between the Participant and the Company which provides for vesting of Performance Stock Units, all unvested Performance Stock Units as of the Service termination date shall be forfeited as of the Service termination date. The Participant acknowledges and agrees that this Performance Award and any other outstanding awards to the Participant of performance stock units under any of the Company's shareholder-approved incentive plans shall be subject to recovery or clawback by the Company pursuant to any applicable law or regulation or stock exchange listing requirement and/or the provisions of the Company’s Clawback Policy, a copy of which has been provided to the Participant and is incorporated into this Agreement by this reference.

5.Registration of Restricted Stock Units. The Participant’s right to receive the Performance Stock Units shall be evidenced by book-entry registration (or by such other manner as the Committee may determine).

6.Settlement and Delivery of Shares. Settlement of any Earned Units will be made by payment in shares of Common Stock, which shall be delivered to the Participant as soon as administratively practicable (but not later than 60 days) following the earlier to occur of the Scheduled Vesting Date and the termination of the Participant’s Service in accordance with Paragraph 3. The Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

7.No Shareholder Rights; No Dividend Equivalents. The Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to this Performance Award unless and until such time as this Performance Award has been settled by the transfer of shares of Common Stock to the Participant. The Company will not pay dividend equivalents on any outstanding Performance Stock Units.

8.Definitions. For purposes of this Agreement:

(a)“Cause” has the meaning assigned to it in the Change of Control Plan.

(b)“Change of Control Plan” means the Oceaneering International, Inc. Change of Control Plan, as amended from time to time.

(c)“Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous

    Page 3 of 7

period of not less than 12 months. The Participant’s inability and its anticipated duration shall be determined solely by a medical physician of the Participant’s choice to be approved by the Company, which approval shall not be unreasonably withheld.

(d)“Good Reason” has the meaning assigned to it in the Change of Control Plan (other than clause (v) of such definition).

(e)“Retirement Age” means the earlier to occur of the Participant attaining:

(i)age 65 or more; or

(ii)age plus years of continuous Service equal to 70 or more, with a minimum of age 55 and 10 years of continuous Service;

provided that the Participant has continuously remained in Service from the Award Date until the earlier to occur of (i) or (ii).

(f)“Service” means employment with the Company or any Subsidiary or service as a member of the Board of Directors of the Company.

(g)“Specified Employee” means an employee identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and the applicable guidance issued thereunder.

9.Notices. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement or the Plan shall be in writing addressed to the Corporate Secretary of the Company and shall be: (a) by registered or certified United States mail, postage prepaid, to 5875 North Sam Houston Parkway West, Suite 400, Houston, Texas 77086; or (b) by hand delivery or otherwise to 5875 North Sam Houston Parkway West, Suite 400, Houston, Texas 77086. Any such notice shall be deemed effectively delivered or given upon receipt.

Notwithstanding the foregoing, in the event that the address of the Company’s principal executive offices is changed prior to the date of final settlement of this Performance Award, notices shall instead be made pursuant to the foregoing provisions at the then current address of the Company’s principal executive offices.

Any notice or other communication to the Participant with respect to this Agreement or the Plan shall be given in writing and shall be deemed effectively delivered or given upon receipt or, in the case of notices mailed by the Company to the Participant, five days after deposit in the United States mail, postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant hereafter designates by written notice to the Company.

    Page 4 of 7

10.Assignment of Performance Award. Except as otherwise permitted by the Committee and as provided in the immediately following paragraph, the Participant's rights under the Plan and this Agreement are personal, and no assignment or transfer of the Participant's rights under and interest in this Performance Award may be made by the Participant other than by a domestic relations order. This Performance Award is payable during his or her lifetime only to the Participant, or in the case of the Participant being mentally incapacitated, this Performance Award shall be payable to his or her guardian or legal representative.

The Participant may designate a beneficiary or beneficiaries to whom this Performance Award under this Agreement, if any, will pass upon the Participant’s death and may change such designation from time to time. The Participant may change his or her beneficiary without the consent of any prior beneficiary. Following the Participant’s death, this Performance Award, if any, will pass pursuant to the most recent beneficiary designation provided to the Company or its representative, and such person will be deemed the Participant for purposes of any applicable provisions of this Agreement. If no such designation is made or if the designated beneficiary does not survive the Participant’s death, this Performance Award shall pass to the Participant's estate.

11.Withholding. The Company's obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “Required Withholding”). The Company may withhold an appropriate number of shares from the Common Stock that would otherwise have been delivered to the Participant (with respect to the settlement of this Performance Award) necessary to satisfy the Participant’s Required Withholding, and deliver the remaining shares of Common Stock (or cash in lieu of fractional shares) to the Participant, unless the Participant has made arrangements with the Company for the Participant to deliver to the Company cash, check, other available funds or shares of previously owned Common Stock for the full amount of the Required Withholding by 5:00 p.m. Central Standard Time on the date an amount is included in the income of the Participant. The amount of the Required Withholding and the number of shares to satisfy the Participant’s Required Withholding shall be based on the Fair Market Value of the shares on the date prior to the applicable date of income inclusion.

12.Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted in Paragraph 10 of this Agreement.

13.No Service Guaranteed. No provision of this Agreement shall confer any right upon the Participant to continued Service with the Company or any Subsidiary.

14.Code Section 409A Compliance. The Performance Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A of the Code and

    Page 5 of 7

related regulations and Treasury pronouncements (“Section 409A”), and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Notwithstanding any provision herein to the contrary, if the Participant is a Specified Employee on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Performance Stock Units settled on account of a separation from service that is deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A.

15.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, excluding any choice of law provision thereof that would result in the application of the laws of any other jurisdiction.

16.Amendment. Except as set forth herein, this Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.

17.Entire Agreement. This Agreement, together with the applicable provisions of the Plan, constitute the entire agreement of the Company and the Participant with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, regarding the subject matter hereof.

[Signature Page Follows]

    Page 6 of 7

		OCEANEERING INTERNATIONAL, INC.
Award Date:	[●]	By:
			Jennifer F. Simons
			Senior Vice President, Chief Legal Officer
			and Secretary

The Participant hereby accepts the foregoing Performance Stock Unit Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

		PARTICIPANT:
Date:	[●]
		Participant’s Address:

    Page 7 of 7

SCHEDULE I TO PERFORMANCE
STOCKUNIT AGREEMENT

Performance Award: Goals and Measures

I.    Definitions

(i)“Adjusted EBITDA” means, for any year in the Performance Period, EBITDA for such year, adjusted to remove the net impact of: foreign currency gains and losses; sales of fixed assets and investments resulting in gains or losses; impairments, write-downs and/or write-offs of assets; corporate restructuring expenses; and any other unusual items; in each case, as may be approved by the Committee.

(ii)“Beginning Price” means the average closing price of a share of Common Stock for the 30 consecutive trading day period prior to the first day of the Performance Period.

(iii)“Comparison Companies” means each Peer Group Company as of the last day of the Performance Period; provided, however, that such company has continuously been a publicly listed company on a national securities exchange or quotation service during the Performance Period.

(iv)“Cumulative Adjusted EBITDA” means the sum of the Adjusted EBITDA amounts for each of the three calendar years in the Performance Period.

(v)“Cumulative Adjusted EBITDA Achieved Percentage” means the percentage level of achievement of Cumulative Adjusted EBITDA, as determined in accordance with Section II below.

(vi)“Dividends” means the sum of all ordinary and extraordinary dividends paid during the Performance Period with respect to the applicable shares of Common Stock.

(vii)“EBITDA” means an amount equal to Net Income (Loss) plus (or minus) Net Interest Expense (Income), plus consolidated provision for income taxes (or minus benefit from income taxes), plus consolidated depreciation and amortization. Each component of EBITDA shall be obtained directly from the audited consolidated financial statements of the Company and its Subsidiaries for the applicable year.

(viii)“Ending Price” means the average closing price of a share of Common Stock for the 30 consecutive trading day period including and prior to the last day of the Performance Period.

(ix)“Interest Expense” means the consolidated interest expense, net of amounts capitalized, of the Company and the Subsidiaries, as reflected in the audited consolidated financial statements of the Company and the Subsidiaries for the applicable calendar year.

515435434.6

(x)“Interest Income” means the consolidated interest income of the Company and the Subsidiaries, as reflected in the audited consolidated financial statements of the Company and the Subsidiaries for the applicable calendar year.

(xi)“Net Income (Loss)” means net income (loss) of the Company and the Subsidiaries, as reflected in the audited consolidated financial statements of the Company and the Subsidiaries for the applicable calendar year.

(xii)“Net Interest Expense (Income)” means the difference between (A) Interest Expense and (B) Interest Income for the applicable calendar year.

(xiii)“Peer Group Companies” means the companies set forth on Schedule II attached hereto.

(xiv)“Relative TSR Achieved Percentage” means the percentage level of achievement of relative TSR, as determined in accordance with Section II below.

(xv)“Total Achieved Percentage” means the sum of (A) the product of (x) the Cumulative Adjusted EBITDA Achieved Percentage, multiplied by (y) 70%, plus (B) the product of (x) the Relative TSR Achieved Percentage, multiplied by (y) 30%.

(xvi)“Total Shareholder Return” or “TSR” means a fraction, the numerator of which is the Ending Price plus Dividends minus the Beginning Price, and the denominator of which is the Beginning Price.

II.    Calculation of Earned Units

Cumulative Adjusted EBITDA. Cumulative Adjusted EBITDA shall be weighted 70% in the calculation of the Total Achieved Percentage and shall contribute to the Total Achieved Percentage, as set forth in Schedule II attached hereto.

Relative TSR. The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Relative TSR Achieved Percentage, as set forth in Schedule II attached hereto

If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition or disposition and such event, in the Committee’s determination, has significantly altered the Comparison Company, then the Committee may in its discretion remove the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be substituted. Regardless of the Cumulative Adjusted EBITDA

Achieved Percentage that otherwise would be achieved, as determined in accordance with this Schedule I, if the Company’s Total Shareholder Return during the Performance Period is negative, the Relative TSR Achieved Percentage shall not exceed 100%.

Relative TSR shall be weighted 30% in the calculation of the Total Achieved Percentage and shall contribute to the Total Achieved Percentage, as set forth in Schedule II attached hereto.

Earned Units. The Earned Units shall be equal to the product of (i) the number of Performance Stock Units granted, multiplied by (ii) the Total Achieved Percentage. For clarity, (A) in no event shall the Earned Units exceed 200% of the number of Performance Stock Units granted, and (B) if the performance ranking is below threshold for both Cumulative Adjusted EBITDA and relative TSR, the Earned Units shall be zero. The Earned Units shall be determined in accordance with the tables above for each of Cumulative Adjusted EBITDA and relative TSR with interpolation between the specified levels.

SCHEDULE II TO PERFORMANCE
STOCKUNIT AGREEMENT

Peer Group Companies

“Peer Group Companies” means the following companies: [___________].

Cumulative Adjusted EBITDA Achieved Percentage

Cumulative Adjusted EBITDA shall contribute to the Total Achieved Percentage as follows:

	Cumulative Adjusted EBITDA (70% of Total Achieved Percentage)
	Goal	Cumulative Adjusted EBITDA Achieved Percentage
Threshold	$[●] million	50%
Target	$[●] million	100%
Maximum	$[●] million	200%

Relative TSR

Relative TSR shall contribute to the Total Achieved Percentage as follows:

	Relative TSR (30% of Total Achieved Percentage)
	Goal	Relative TSR Achieved Percentage
Threshold	30th percentile	50%
Target	50th percentile	100%
Maximum	Above 90th percentile	200%

EX-31.01

Exhibit 31.01

CERTIFICATION

I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2026;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 23, 2026	/S/    RODERICK A. LARSON
Date	Roderick A. Larson
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.02

Exhibit 31.02

CERTIFICATION

I, Michael W. Sumruld, principal financial officer of Oceaneering International, Inc., certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2026;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 23, 2026	/S/  MICHAEL W. SUMRULD
Date	Michael W. Sumruld
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal executive officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Oceaneering.

April 23, 2026	/S/    RODERICK A. LARSON
Date	Roderick A. Larson
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-32.02

Exhibit 32.02

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael W. Sumruld, principal financial officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Oceaneering.

April 23, 2026	/S/  MICHAEL W. SUMRULD
Date	Michael W. Sumruld
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

XML

Document and Entity Information Document - shares	3 Months Ended
	Mar. 31, 2026	Apr. 17, 2026
Document Information [Line Items]
Entity Current Reporting Status	Yes
Entity Registrant Name	OCEANEERING INTERNATIONAL INC
Entity Tax Identification Number	95-2628227
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2026
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		99,745,249
Entity Central Index Key	0000073756
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Type	10-Q
Entity Information [Line Items]
Entity Address, Address Line One	5875 North Sam Houston Parkway West, Suite 400
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77086
City Area Code	713
Local Phone Number	329-4500
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10945
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.25 per share
Trading Symbol	OII
Security Exchange Name	NYSE

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Current Assets:
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 607,470	$ 688,874
Accounts receivable, net	371,846	308,488
Contract assets, net	224,407	216,808
Inventory, net	208,233	201,595
Other current assets	104,954	96,635
Total Current Assets	1,516,910	1,512,400
Property and equipment, at cost	2,182,299	2,174,535
Property and equipment, at cost	1,737,369	1,722,842
Net property and equipment	444,930	451,693
Assets, Noncurrent, Other than Noncurrent Investments and Property, Plant and Equipment	681,355	703,161
Goodwill	50,786	51,023
Other Assets, Noncurrent	136,081	129,254
Right-of-use operating lease assets	323,525	349,751
Deferred Income Taxes and Other Assets, Noncurrent	170,963	173,133
Total Assets	2,643,195	2,667,254
Current Liabilities:
Accounts payable	176,307	174,722
Accrued liabilities	438,106	471,971
Contract liabilities	114,834	115,033
Total current liabilities	729,247	761,726
Long-term debt	488,813	487,417
Long-term operating lease liabilities	231,203	257,269
Other long-term liabilities	81,177	84,179
Commitments and contingencies
Common Stock, shares issued (in shares)	110,834,088	110,834,088
Common Stock, Value, Issued	$ 27,709	$ 27,709
Common Stock, shares authorized (in shares)	360,000,000	360,000,000
Common Stock, par value (in dollars per share)	$ 0.25	$ 0.25
Equity:
Additional paid-in capital	$ 57,834	$ 80,454
Treasury Stock, Common, Value	(548,946)	(567,981)
Retained earnings	1,962,593
Accumulated other comprehensive loss	(392,498)	(396,068)
Oceaneering shareholders' equity	1,106,692	1,070,600
Noncontrolling interest	6,063	6,063
Total equity	1,112,755	1,076,663
Total Liabilities and Equity	$ 2,643,195	$ 2,667,254

XML

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Statement of Financial Position [Abstract]
Common Stock, par value (in dollars per share)	$ 0.25	$ 0.25
Common Stock, shares authorized (in shares)	360,000,000	360,000,000
Common Stock, shares issued (in shares)	110,834,088	110,834,088
Treasury stock, shares (in shares)	11,089,455	11,473,997
Noncontrolling interest	$ 6,063	$ 6,063
Deferred Income Taxes and Other Assets, Noncurrent	$ 170,963	$ 173,133

XML

Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Income Statement [Abstract]
Document Period End Date	Mar. 31, 2026
Revenue	$ 692,429	$ 674,523
Cost of services and products	565,159	539,512
Gross margin	127,270	135,011
Selling, general and administrative expense	69,482	61,539
Income (loss) from operations	57,788	73,472
Interest income	5,061	3,644
Interest expense, net of amounts capitalized	(9,105)	(9,075)
Equity in income (losses) of unconsolidated affiliates	277	362
Other income (expense), net	808	975
Income (loss) before income taxes	54,829	69,378
Provision (benefit) for income taxes	18,722	19,001
Net Income (Loss)	$ 36,107	$ 50,377
Weighted-average shares outstanding
Basic (in shares)	99,534	100,746
Diluted (in shares)	100,613	101,903
Earnings (loss) per share
Basic (in dollars per share)	$ 0.36	$ 0.50
Diluted (in dollars per share)	$ 0.36	$ 0.49

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 36,107	$ 50,377
Other Comprehensive Income (Loss):
Total other comprehensive income (loss)	3,570	20,336
Comprehensive income (loss)	39,677	70,713
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	$ 3,570	$ 20,336

XML

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Cash Flows from Operating Activities:
Net income (loss)	$ 36,107	$ 50,377
Depreciation, Depletion and Amortization	27,171	24,448
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income tax provision (benefit)	3,568	106
Inventory Write-down	0	10,353
Net loss (gain) on sales of property and equipment	(26)	(188)
Noncash compensation	5,208	3,708
Other Noncash Income (Expense)	418	450
Increase (Decrease) in Accounts Receivable	(70,957)	(61,266)
Excluding the effects of acquisitions, increase (decrease) in cash from:
Inventory	(6,638)	(8,280)
Other operating assets	(8,841)	(2,019)
CapitalizedCloudBasedServiceContractCosts	(6,964)	(1,727)
Currency translation effect on working capital, excluding cash	(1,780)	4,558
Current liabilities	(32,840)	(90,411)
Increase (Decrease) in Other Noncurrent Liabilities	(3,544)	(10,827)
Total adjustments to net income (loss)	(95,225)	(131,095)
Net Cash Provided by (Used in) Operating Activities	(59,118)	(80,718)
Cash Flows from Investing Activities:
Payment for (Proceeds from) Other Investing Activity	2,040	1,263
Purchases of property and equipment	(17,405)	(26,088)
Dispositions of property and equipment	36	520
Net Cash Provided by (Used in) Investing Activities	(15,329)	(24,305)
Cash Flows from Financing Activities:
Payment, Tax Withholding, Share-Based Payment Arrangement	(8,794)	(5,607)
Payments for Repurchase of Common Stock	0	(10,008)
Net Cash Provided by (Used in) Financing Activities	(8,794)	(15,615)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	1,837	5,106
Net Increase (Decrease) in Cash and Cash Equivalents	(81,404)	(115,532)
Cash and Cash Equivalents—Beginning of Period	688,874	497,516
Cash and Cash Equivalents—End of Period	$ 607,470	$ 381,984

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Restricted Stock Units (RSUs) [Member]	Retained Earnings [Member]	Currency Translation Adjustments [Member]	Oceaneering Shareholders' Equity [Member]	Noncontrolling Interest [Member]	Treasury Stock, Common	Treasury Stock, Common Restricted Stock Units (RSUs) [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity Attributable to Parent							$ 714,259
Beginning balance at Dec. 31, 2024			$ 98,621		$ 1,572,725	$ (429,446)		$ 720,322	$ (555,350)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 50,377				50,377		50,377
Other Comprehensive Income (Loss), Net of Tax	20,336					20,336	20,336
Restricted Stock or Unit Expense	1,899						(1,899)
Restricted stock and restricted stock unit activity				$ (24,307)						$ 22,408
Treasury Stock, Value, Acquired, Cost Method	(10,008)						10,008		10,008
Ending balance at Mar. 31, 2025	779,128	$ 27,709	74,314		1,623,102	(409,110)		6,063	(542,950)
Beginning balance at Dec. 31, 2024			98,621		1,572,725	(429,446)		720,322	(555,350)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury Stock, Value, Acquired, Cost Method	(40,000)
Ending balance at Dec. 31, 2025	1,076,663	27,709	80,454		1,926,486	(396,068)		6,063	(567,981)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity Attributable to Parent							773,065
Right-of-use operating lease assets	349,751
Financing Receivable, Allowance for Credit Loss	500
Stockholders' Equity Attributable to Parent	1,070,600						1,070,600
Net income (loss)	36,107						36,107
Other Comprehensive Income (Loss), Net of Tax	3,570					3,570	3,570
Restricted Stock or Unit Expense	3,585						3,585
Restricted stock and restricted stock unit activity				$ (22,620)						$ 19,035
Ending balance at Mar. 31, 2026	1,112,755	$ 27,709	$ 57,834		$ 1,962,593	$ (392,498)		$ 6,063	$ (548,946)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Right-of-use operating lease assets	323,525
Financing Receivable, Allowance for Credit Loss	500
Stockholders' Equity Attributable to Parent	$ 1,106,692						$ 1,106,692

XML

Allowance for Credit Loss Statement - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025
Financing Receivable, Allowance for Credit Loss [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 1,112,755	$ 1,076,663	$ 779,128
Financing Receivable, Allowance for Credit Loss	500	500
Financing Receivable, Allowance for Credit Loss	$ 500	$ 500

XML

Accounting Policies

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Allowance for Credit Losses [Text Block]

Allowance for Credit Losses—Financial Assets Measured at Amortized Costs. We identify our allowance for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable.

We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last three years and consideration of reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new information could have material effects on future evaluations.

We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent customer interaction, following economic and industry trends and reviewing specific customer data. Our other receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low risk of loss.

We consider macroeconomic conditions when assessing our credit risk exposure, including any impacts from the conflicts in Russia and Ukraine and in the Middle East, volatility in the financial services industry and the oil and natural gas markets, tariffs and retaliatory tariffs, U.S. economic and monetary policies, and the effects thereof on our customers and various counterparties. We have determined the impacts to our credit loss expense are de minimis for the three-month periods ended March 31, 2026 and 2025.

As of March 31, 2026, our allowance for credit losses was $4.7 million for accounts receivable and $0.5 million for other receivables. As of December 31, 2025, our allowance for credit losses was $1.6 million for accounts

receivable and $0.5 million for other receivables. Our allowance for credit losses for the three months ended March 31, 2026, increased when compared to the same period in the prior year primarily due to a reserve taken in the first quarter of 2026 related to a dispute with a customer regarding a value-added tax in Ghana.

Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flow. During the three-month period ended March 31, 2026, we wrote off $0.2 million in financial assets and during the three-month period ended March 31, 2025, we wrote off less than $0.1 million in financial assets.

Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of March 31, 2026. We generally do not require collateral from our customers.

XML

Summary Of Major Accounting Policies

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Allowance for Credit Losses [Text Block]

Allowance for Credit Losses—Financial Assets Measured at Amortized Costs. We identify our allowance for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable.

We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last three years and consideration of reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new information could have material effects on future evaluations.

We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent customer interaction, following economic and industry trends and reviewing specific customer data. Our other receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low risk of loss.

We consider macroeconomic conditions when assessing our credit risk exposure, including any impacts from the conflicts in Russia and Ukraine and in the Middle East, volatility in the financial services industry and the oil and natural gas markets, tariffs and retaliatory tariffs, U.S. economic and monetary policies, and the effects thereof on our customers and various counterparties. We have determined the impacts to our credit loss expense are de minimis for the three-month periods ended March 31, 2026 and 2025.

As of March 31, 2026, our allowance for credit losses was $4.7 million for accounts receivable and $0.5 million for other receivables. As of December 31, 2025, our allowance for credit losses was $1.6 million for accounts

receivable and $0.5 million for other receivables. Our allowance for credit losses for the three months ended March 31, 2026, increased when compared to the same period in the prior year primarily due to a reserve taken in the first quarter of 2026 related to a dispute with a customer regarding a value-added tax in Ghana.

Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flow. During the three-month period ended March 31, 2026, we wrote off $0.2 million in financial assets and during the three-month period ended March 31, 2025, we wrote off less than $0.1 million in financial assets.

Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of March 31, 2026. We generally do not require collateral from our customers.

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

ACCOUNTING STANDARDS UPDATE

Recently Issued Accounting Standards. In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure of the nature of certain expenses presented on the face of the income statement into specified categories in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. We anticipate that ASU 2024-03 will only impact our disclosures and therefore do not expect that ASU 2024-03 will have a material impact on our consolidated financial statements.

Cloud based service contract costs policy text block

Cloud-Based Service Contract Costs. We capitalized certain implementation costs related to a service-only cloud computing arrangement. Capitalized costs are included on our consolidated balance sheets in other noncurrent assets and will be amortized to selling, general and administrative expense on a straight-line basis over the contract term. In the three-month periods ended March 31, 2026 and 2025, we capitalized $7.0 million and $1.7 million, respectively, of deferred software implementation costs related to cloud computing arrangements, including $0.3 million and less than $0.1 million respectively, of interest.

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

Consolidated Variable Interest Entity. We hold a 45% interest in one variable interest entity (“VIE”) located in Angola. The remaining 55% noncontrolling interest is held by a service and logistics provider located in Angola. We are the primary beneficiary and wholly consolidate the VIE as we have the power to direct the activities that most

significantly affect the VIE’s economic performance and have the obligation to absorb the VIE’s losses and the right to receive benefits at 100%.

XML

Revenue

3 Months Ended

Mar. 31, 2026

Revenue from Contract with Customer [Abstract]

Revenue

REVENUE

Revenue by Category

The following tables present revenue disaggregated by business segment, geographical region, and timing of transfer of goods or services:

			Three Months Ended
(in thousands)			Mar 31, 2026		Mar 31, 2025
Business Segment:
	Energy
		Subsea Robotics	$	214,273	$	205,976
		Manufactured Products	143,648		135,037
		Offshore Projects Group	135,376		164,941
		Integrity Management & Digital Solutions	67,884		71,418
	Total Energy		561,181		577,372
	Aerospace and Defense Technologies		131,248		97,151
		Total	$	692,429	$	674,523
Geographic Operating Areas:
	Foreign:
		Africa	$	94,923	$	124,534
		United Kingdom	78,721		61,877
		Norway	69,981		54,748
		Brazil	61,474		62,159
		Asia and Australia	59,653		53,549
		Other	32,910		22,229
	Total Foreign		397,662		379,096
	United States		294,767		295,427
Total			$	692,429	$	674,523
Timing of Transfer of Goods or Services:
	Revenue recognized over time		$	644,135	$	626,476
	Revenue recognized at a point in time		48,294		48,047
Total			$	692,429	$	674,523

Contract Balances

Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the contract liability balances. Milestones are contractually agreed with customers and relate to significant events across the contract lives. Some milestones are achieved before revenue is recognized, resulting in a contract liability, while other milestones are achieved after revenue is recognized, resulting in a contract asset.

The following table provides information about contract assets and contract liabilities from contracts with customers.

	Three months ended
(in thousands)	Mar 31, 2026		Mar 31, 2025
Total contract assets, beginning of period	$	216,808	$	275,280
Revenue accrued	632,895		607,903
Amounts billed	(625,296)		(613,886)
Total contract assets, end of period	$	224,407	$	269,297
Total contract liabilities, beginning of period	$	115,033	$	140,697
Deferrals of milestone payments	58,687		35,713
Recognition of revenue for goods and services	(58,886)		(70,199)
Total contract liabilities, end of period	$	114,834	$	106,211

Performance Obligations

As of March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations that were unsatisfied (or partially unsatisfied) was $391 million. In arriving at this value, we used two expedients available to us and are not disclosing amounts for performance obligations: (1) that are part of contracts with an original expected duration of one year or less; or (2) on contracts where we recognize revenue in line with the billing. Of this amount, we expect to recognize revenue of $342 million over the next 12 months, $48 million within the next 24 months, and we expect to recognize substantially all of the remaining balance of $1.2 million within the next 36 months.

In our Manufactured Products and ADTech segments, we have long-term contracts that extend beyond one year, and these make up the majority of the performance obligations balance reported as of March 31, 2026. We also have shorter-term product contracts with an expected original duration of one year or less that have been excluded.

Where appropriate, we have made estimates within the transaction price of elements of variable consideration within the contracts and constrained those amounts to a level where we consider it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The amount of revenue recognized in the three months ended March 31, 2026 and 2025 that was associated with performance obligations completed or partially completed in prior periods was not significant.

As of March 31, 2026, there were no significant outstanding liability balances for refunds or returns due to the nature of our contracts and the services and products we provide. Our warranties are limited to assurance warranties that are of a standard length and are not considered to be material rights. The majority of our contracts consist of a single performance obligation. While our contracts predominantly only contain one performance obligation and a limited number have variable consideration, when there are multiple obligations, we look for observable evidence of stand-alone selling prices on which to base the allocation. This involves judgment as to the appropriateness of the observable evidence relating to the facts and circumstances of the contract. If we do not have observable evidence, we estimate stand-alone selling prices by taking a cost-plus-margin approach, using typical margins from the type of product or service, customer and regional geography involved.

Costs to Obtain or Fulfill a Contract

In line with the available practical expedient, we capitalize incremental costs to obtain a contract that would not have been incurred if the contract had not been obtained when those amounts are significant and the contract is

expected at inception to exceed one year in duration. Our costs to obtain a contract primarily consist of bid and proposal costs, which are generally expensed in the period incurred. There were no balances or amortization of costs to obtain a contract in the current reporting periods.

Costs to fulfill a contract primarily consist of certain mobilization costs incurred to provide services or products to our customers. These costs are deferred and amortized over the period of contract performance. The closing balance of costs to fulfill a contract was $4.7 million and $2.1 million as of March 31, 2026 and December 31, 2025, respectively. For the three-month periods ended March 31, 2026 and 2025, we recorded amortization expense of $0.7 million and $1.0 million, respectively. No impairment costs were recognized.

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Selected Balance Sheet Information

3 Months Ended

Mar. 31, 2026

Balance Sheet Related Disclosures [Abstract]

Selected Balance Sheet Information

SELECTED BALANCE SHEET INFORMATION

The following is information regarding selected balance sheet accounts:

(in thousands)		Mar 31, 2026		Dec 31, 2025
Inventory, net:
	Manufactured Products	$	111,912	$	105,908
	Subsea Robotics	83,535		83,520
	Other inventory	12,786		12,167
	Total	$	208,233	$	201,595
Accrued liabilities:
	Payroll and related costs	$	157,488	$	186,433
	Current operating lease liability	128,813		128,453
	Income taxes payable	43,799		43,828
	Accrued job costs	43,049		37,769
	Accrued interest	5,000		12,500
	Other	59,957		62,988
	Total	$	438,106	$	471,971

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Debt

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Debt

DEBT

Long-term debt consisted of the following: 

	(in thousands)	Mar 31, 2026		Dec 31, 2025
6.000% Senior Notes due 2028		$	500,000	$	500,000
Unamortized discount and debt issuance costs		(11,187)		(12,583)
Long-term debt		$	488,813	$	487,417

2028 Senior Notes. In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). The New 2028 Senior Notes constituted an additional issuance of the Existing 2028 Senior Notes and form a single series with such notes. We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year. The 2028 Senior Notes are scheduled to mature on February 1, 2028. The indentures governing our 2028 Senior Notes generally limit our ability to incur secured debt for borrowed money (such as borrowings under our revolving credit facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures), and contain various other covenants and events of default. We may redeem some or all of the 2028 Senior Notes at specified redemption prices. In the three-month periods ended March 31, 2026 and 2025, we did not repurchase or redeem any of the 2028 Senior Notes.

Revolving Credit Agreement. On April 8, 2022, we entered into a new senior secured revolving credit agreement with a group of banks (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, the “Revolving Credit Agreement”). The commitments under the Revolving Credit Agreement are scheduled to mature on April 8, 2027. The Revolving Credit Agreement includes a $215 million revolving credit facility (the “Revolving Credit Facility”) with a $100 million sublimit for the issuance of letters of credit. Our obligations under the Revolving Credit Agreement are guaranteed by certain of our wholly owned subsidiaries and are secured by first priority liens on certain of our assets and those of the guarantors, including, among other things, intellectual property, inventory, accounts receivable, equipment and equity interests in subsidiaries. As of March 31, 2026, we had no borrowings outstanding under the Revolving Credit Facility and no letters of credit outstanding under the Revolving Credit Agreement.

We may borrow under the Revolving Credit Facility at either (1) a base rate, determined as the greatest of (A) the prime rate of Wells Fargo Bank, National Association, (B) the federal funds effective rate plus half of 1% and (C)

Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Revolving Credit Agreement) for a one-month tenor plus 1%, in each case plus the applicable margin, which varies from 1.25% to 2.25% depending on our Consolidated Net Leverage Ratio (as defined in the Revolving Credit Agreement), or (2) Adjusted Term SOFR plus the applicable margin, which varies from 2.25% to 3.25% depending on our Consolidated Net Leverage Ratio. We will also pay a facility fee based on the amount of the underlying commitment that is being utilized, which fee varies from 0.300% to 0.375%, depending on utilization of the Revolving Credit Facility.

The Revolving Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted Consolidated Net Leverage Ratio was initially 4.00 to 1.00 and subsequently decreased to 3.25 to 1.00. As of March 31, 2026 and December 31, 2025, the maximum permitted Consolidated Net Leverage Ratio was 3.25 to 1.00 and will not change during the remaining term of the Revolving Credit Facility. The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 throughout the term of the Revolving Credit Facility. Availability under the Revolving Credit Facility may be limited by these financial covenants and the requirement that any borrowing under the Revolving Credit Facility does not require the granting of any liens to secure any senior notes issued by us. The indentures governing the 2028 Senior Notes generally limit our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to 15% of our Consolidated Net Tangible Assets (as defined in such indentures). As of March 31, 2026, the full $215 million was available to borrow under the Revolving Credit Facility. In addition, the Revolving Credit Agreement contains various covenants that we believe are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or consolidate, sell assets and enter into certain restrictive agreements. As of March 31, 2026, we were in compliance with all of the covenants set forth in the Revolving Credit Agreement.

Debt Issuance Costs, Discounts and Interest. We incurred $7.1 million of issuance costs related to the 2028 Senior Notes and $4.0 million of loan costs related to the Revolving Credit Agreement. These costs, net of accumulated amortization, are included as a reduction of long-term debt in our consolidated balance sheets, as they pertain to the 2028 Senior Notes, and in other noncurrent assets, as they pertain to the Revolving Credit Agreement. We are amortizing these costs to interest expense through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. In the three-month periods ended March 31, 2026 and 2025, we amortized $0.5 million to interest expense in each period.

We recorded a discount of $20 million related to the 2028 Senior Notes issued in October 2023. This cost, net of accumulated amortization, is included as a reduction of long-term debt in our consolidated balance sheets and is being amortized to interest expense through the maturity date of the 2028 Senior Notes using the straight-line method, which approximates the effective interest rate method. In the three-month periods ended March 31, 2026 and 2025, we amortized $1.1 million and $1.0 million, respectively, to interest expense.

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies Disclosure [Abstract]

Contingencies Disclosure

COMMITMENTS AND CONTINGENCIES

Litigation. In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things:

•performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and

•workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims.

Although we cannot predict the ultimate outcome of these matters, we believe that our ultimate liability, if any, that may result from these other actions and claims will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, because of the inherent uncertainty of litigation and other dispute resolution proceedings and, in some cases, the availability and amount of potentially available insurance, we can provide no assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal period in which that resolution occurs.

Financial Instruments and Risk Concentration. In the normal course of business, we manage risks associated with foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use derivative instruments unless we have an underlying exposure. Other financial instruments that potentially subject us to concentration of credit risk are principally cash and cash equivalents and accounts receivable.

The carrying values of cash and cash equivalents approximate their fair values due to the short-term maturity of the underlying instruments. Accounts receivable are generated from a broad group of customers, primarily from the energy industry and the U.S. government, which are major sources of our revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market values.

We estimated the aggregate fair market value of the 2028 Senior Notes to be $502 million as of March 31, 2026, based on quoted prices. Since the market for the 2028 Senior Notes is not an active market, the fair value of the 2028 Senior Notes is classified within Level 2 in the fair value hierarchy under U.S. GAAP (inputs other than quoted prices in active markets for similar assets and liabilities that are observable or can be corroborated by observable market data for substantially the full terms for the assets or liabilities).

To mitigate our currency exposure risk in Angola, we have used kwanza to purchase Angolan central bank (Banco Nacional de Angola) bonds. These bonds are denominated in U.S. dollars, so that, upon payment of semi-annual interest and principal upon maturity, payment will be made in U.S. dollars. In the third quarter of 2024, we purchased $7.0 million of U.S. dollar equivalent Angolan bonds. These bonds mature in February 2031. Because we intend to sell the bonds if we are able to repatriate the proceeds, we have classified these bonds as available-for-sale securities, and they are recorded at fair market value in other current assets in our consolidated balance sheets as of March 31, 2026 and December 31, 2025. We did not sell any of our Angolan bonds in the three-month periods ended March 31, 2026 and 2025. We estimated the fair market value of the Angolan bonds to be $7.0 million as of March 31, 2026 and 2025, using quoted market prices. Since the market for the Angolan bonds was not an active market, the fair value of the Angolan bonds was classified within Level 2 in the fair value hierarchy under U.S. GAAP.

In the three-month period ended June 30, 2021, we were notified by a customer in our Manufactured Products segment that it was suspending a contract that was substantially complete. Specifically, we billed $3.3 million and received $3.2 million of accounts receivable in the first quarter of 2026. As of March 31, 2026, we had outstanding contract assets of approximately $2.5 million for the contract and contract liabilities of less than $0.1 million prepaid for storage of components. As of December 31, 2025, we had outstanding contract assets of approximately $1.7 million for the contract and contract liabilities of $0.4 million prepaid for storage of components. During the first quarter of 2025, the customer restarted portions of this project, including the scope for our Manufactured Products segment. In January 2026, the customer announced a full restart of all activities in Mozambique, including this project.

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Earnings (Loss) Per Share, Stock-Based Compensation and Share Repurchase Plan

3 Months Ended

Mar. 31, 2026

Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Abstract]

Share-Based Payment Arrangement

EARNINGS (LOSS) PER SHARE, SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLAN

Earnings (Loss) per Share. For each period presented, the only difference between our calculated weighted-average basic and diluted number of shares outstanding is the effect of outstanding restricted stock units and beginning in 2026, also performance stock units. In periods where we have a net loss, the effect of our outstanding restricted stock units is anti-dilutive and therefore does not increase our diluted shares outstanding.

For each period presented, our net income (loss) allocable to both common shareholders and diluted common shareholders is the same as our net income (loss) in our consolidated statements of operations.

Share-Based Compensation. Annually, the Compensation Committee of our Board of Directors (the “Compensation Committee”) issues to certain of our key executives and employees annual long-term incentive awards of restricted stock units, which are settled in shares of our common stock, and performance-based award of performance units, which were paid in cash prior to the 2026 awards and in shares of our common stock beginning with the 2026 awards.

In addition, grants of restricted stock are issued to our nonemployee directors and generally vest in full on the first anniversary of the award date, conditional upon continued service as a director. Each grantee of shares of restricted

stock is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares.

Restricted Stock Units. Each restricted unit awarded prior to February 2026, generally vested in full on the third anniversary of the award date, conditional on continued employment through such vesting date. The remainder of the grants made to employees can vest pro rata over three years, provided the individual meets certain age and years of service requirements.

Beginning in February 2026, the Compensation Committee approved grants of restricted stock unit awards that will vest ratably on each of the first, second and third anniversary of the grant date.

We estimate that share-based compensation costs not yet recognized related to shares of restricted stock or restricted stock units, based on their grant-date fair values, was $26 million as of March 31, 2026. This expense is generally being recognized on a straight-line basis over the applicable vesting period.

For each of the restricted stock units granted in 2023 through March 31, 2026, at the earlier of three years after grant or at termination of employment or service, the grantee will be issued one share of our common stock for each unit vested. As of March 31, 2026 and December 31, 2025, respective totals of 1,845,776 and 1,902,174 shares of restricted stock and restricted stock units were outstanding.

Performance Stock Units. Beginning in February 2026, the Compensation Committee approved awards of stock-denominated performance stock units instead of cash-denominated performance units. To the extent earned, performance stock units will be settled in shares of our common stock, rather than in cash as has been the case for performance units awarded in prior years.

We estimate that share-based compensation cost not yet recognized related to shares of performance stock units, was $10 million as of March 31, 2026. This expense is generally being recognized on a straight-line basis over the applicable vesting period.

For each of the performance stock units granted as of March 31, 2026, the grantee will be issued one share of our common stock for each unit vested three years after grant. As of March 31, 2026, 359,402 shares of performance stock units were outstanding.

Share Repurchase Plan. In December 2014, our Board of Directors approved a share repurchase program under which we may repurchase up to 10 million shares of our common stock on a discretionary basis. Under the program, which has no expiration date, we had repurchased 2.0 million shares for $100 million through December 31, 2015. We did not repurchase any shares from January 2016 through August 2024. In the year ended December 31, 2024, we repurchased 0.8 million shares for approximately $20 million. In the year ended December 31, 2025, we repurchased 1.8 million shares for approximately $40 million. During the three-month period ended March 31, 2026, we did not repurchase any shares. From the inception of this program through March 31, 2026, we have repurchased approximately 4.6 million shares of our common stock for a total cost of approximately $161 million. As of March 31, 2026, we retained 11 million of the shares we had repurchased through this and a prior repurchase program. We expect to hold the shares repurchased and any additional shares repurchased under the plan as treasury stock for possible future use. The timing and amount of any future repurchases will be determined by our management. We are not obligated to make any future repurchases. We account for the shares we hold in treasury under the cost method, at average cost.

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Income Taxes

3 Months Ended

Mar. 31, 2026

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three-month periods ended March 31, 2026 and 2025 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, changes in permanent book and tax differences, and other discrete items. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings.

We conduct our international operations in jurisdictions that have varying laws and regulations regarding income and other taxes, some of which are subject to different interpretations. We recognize benefit for an uncertain tax position if it is more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the uncertain tax position is then measured and recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate settlement.

We have accrued a net total of $10 million and $11 million in other long-term liabilities on our consolidated balance sheet for worldwide unrecognized tax liabilities as of March 31, 2026 and December 31, 2025, respectively. We account for any applicable interest and penalties related to uncertain tax positions as a component of our provision for income taxes in our consolidated financial statements. Changes in our management's judgment related to those liabilities would affect our effective income tax rate in the periods of change.

Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to complete and settle. We have ongoing tax audits and judicial appeals in various jurisdictions. The outcome of these audits and judicial tax appeals may have an impact on uncertain tax positions for income tax returns subsequently filed in those jurisdictions.

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions that impact the timing and magnitude of certain tax deductions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The impacts of the OBBBA are reflected in our results for the three-month period ended March 31, 2026, and there was no material impact on our consolidated financial statements.

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Segment Reporting

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Business Segment Information

BUSINESS SEGMENT INFORMATION

We are a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. Our five reportable segments are Subsea Robotics, Manufactured Products, Offshore Projects Group, Integrity Management & Digital Solutions and Aerospace and Defense Technologies.

Our Energy business leverages our asset base and capabilities for providing services and products for offshore energy operations, inclusive of the offshore renewable energy market. Our Energy segments are:

•Subsea Robotics—Our Subsea Robotics segment provides the following:

◦Remotely operated vehicles (“ROVs”) for drill support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair;

◦ROV tooling; and

◦survey services, including hydrographic survey and positioning services and autonomous underwater vehicles for geoscience.

•Manufactured Products—Our Manufactured Products segment provides the following:

◦distribution and connection systems including production control umbilicals and field development hardware and pipeline connection and repair systems, along with clamp connectors and subsea and topside control valves primarily to the energy industry; and

◦autonomous mobile robotic technology to a variety of industries.

•Offshore Projects Group—Our OPG segment provides the following:

◦subsea installation and intervention, including riserless light well intervention services, inspection, maintenance and repair (“IMR”) services, principally in the U.S. Gulf and offshore Africa, utilizing owned and charter vessels;

◦installation and workover control systems and ROV workover control systems;

◦diving services;

◦project management and engineering; and

◦drill pipe riser services and systems and wellhead load relief solutions.

•Integrity Management & Digital Solutions—Our Integrity Management & Digital Solutions (“IMDS”) segment provides the following:

◦asset integrity management services; and

◦software, digital and connectivity solutions for the energy industry.

Our Aerospace and Defense Technologies segment provides services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. Government agencies and their prime contractors.

Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units, performance stock units, and bonuses, as well as other general expenses, including corporate administrative expenses.

Our chief operating decision maker (“CODM”) is our chief executive officer. Our CODM analyzes each segment’s performance using revenue and operating income (loss). Operating income (loss) for each business segment includes certain regional shared services cost allocations directly attributable to each segment. Intersegment revenue and expenses have been eliminated in the reported revenue and operating income (loss). We determine operating income (loss) for each business segment before interest income or expense, equity in income (losses) of unconsolidated affiliates, other income (expense) and provision for income taxes.

Our CODM uses both revenue and operating income (loss) for each segment in the annual budgeting and forecasting processes. The CODM considers budget-to-actual and forecast-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from those used in our consolidated financial statements for the year ended December 31, 2025. The tables that follow present information about our business segments, as well as the Unallocated Expenses category, and include a reconciliation to income (loss) before income taxes:

		For the Three Months Ended March 31, 2026
	(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Unallocated Expenses		Total
Revenue		$	214,273	$	143,648	$	135,376	$	67,884	$	131,248	$	—	$	692,429
Cost of services and products		144,333		107,642		106,967		61,187		114,879		30,151		565,159
Selling, general and administrative 1		14,432		9,921		10,065		7,695		8,258		19,111		69,482
Operating income (loss)		55,508		26,085		18,344		(998)		8,111		(49,262)		57,788
Interest income		—		—		—		—		—		5,061		5,061
Interest expense, net of amounts capitalized		—		—		—		—		—		(9,105)		(9,105)
Equity in income (losses) of unconsolidated affiliates		—		—		—		—		—		277		277
Other income (expense), net		—		—		—		—		—		808		808
Income (loss) before income taxes		$	55,508	$	26,085	$	18,344	$	(998)	$	8,111	$	(52,221)	$	54,829
Depreciation and amortization		$	13,718	$	2,774	$	4,755	$	1,942	$	1,006	$	2,976	$	27,171
Capital expenditures, including business acquisitions		$	8,523	$	1,082	$	2,401	$	2,241	$	1,347	$	1,811	$	17,405
1	For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses.

	March 31, 2026
(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Corporate and Other		Total
Assets	$	557,385	$	382,475	$	487,980	$	138,841	$	159,042	$	917,472	$	2,643,195
Property and Equipment, Net	$	209,683	$	60,128	$	140,614	$	14,417	$	8,744	$	11,344	$	444,930
Goodwill	$	23,893	$	—	$	—	$	16,439	$	10,454	$	—	$	50,786

		For the Three Months Ended March 31, 2025
	(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Unallocated Expenses		Total
Revenue		$	205,976	$	135,037	$	164,941	$	71,418	$	97,151	$	—	$	674,523
Cost of services and products		133,562		117,667		120,063		60,888		79,493		27,839		539,512
Selling, general and administrative 1		12,782		8,703		9,212		7,068		6,993		16,781		61,539
Operating income (loss)		59,632		8,667		35,666		3,462		10,665		(44,620)		73,472
Interest income		—		—		—		—		—		3,644		3,644
Interest expense, net of amounts capitalized		—		—		—		—		—		(9,075)		(9,075)
Equity in income (losses) of unconsolidated affiliates		—		—		—		—		—		362		362
Other income (expense), net		—		—		—		—		—		975		975
Income (loss) before income taxes		$	59,632	$	8,667	$	35,666	$	3,462	$	10,665	$	(48,714)	$	69,378
Depreciation and amortization		$	11,736	$	2,650	$	4,689	$	1,730	$	833	$	2,810	$	24,448
Capital expenditures, including business acquisitions		$	18,916	$	784	$	4,295	$	1,451	$	600	$	42	$	26,088
1	For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses.

	March 31, 2025
(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Corporate and Other		Total
Assets	$	493,890	$	345,894	$	502,808	$	128,670	$	144,178	$	659,583	$	2,275,023
Property and Equipment, Net	$	208,303	$	61,828	$	127,900	$	16,005	$	6,805	$	11,094	$	431,935
Goodwill	$	23,557	$	—	$	—	$	16,162	$	10,454	$	—	$	50,173

Depreciation and Amortization

Depreciation expense on property and equipment, reflected in Depreciation and Amortization, was $23 million and $21 million in the three-month periods ended March 31, 2026 and 2025, respectively.

Amortization expense on long-lived intangible assets, debt issuance costs and debt discount reflected in Depreciation and Amortization, was $4.3 million and $3.8 million in the three-month periods ended March 31, 2026 and 2025, respectively.

Assets, Property and Equipment, Net and Goodwill

All assets specifically identified with a particular business segment have been segregated. Cash and cash equivalents, certain other current assets, certain investments and certain other assets have not been allocated to particular business segments and are included in Corporate and Other. The changes in our reporting units’ goodwill balances during the periods presented are from currency exchange rate changes for March 31, 2026 and 2025.

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Summary Of Major Accounting Policies (Policy) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2026

Mar. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation. Oceaneering International, Inc. (“Oceaneering,” “we,” “our” or “us”) has prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the United States Securities and Exchange Commission (the “SEC”). These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position as of March 31, 2026 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2025. The results for interim periods are not necessarily indicative of annual results.

Principles of Consolidation

Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering and our 50% or more owned and controlled subsidiaries. We also consolidate entities that are determined to be variable interest entities if we determine that we are the primary beneficiary; otherwise, we account for those entities using the equity method of accounting. We use the equity method to account for our investments in unconsolidated affiliated companies where our equity ownership interest ranges from 20% and 50% and we exercise significant influence without control over operations. We use the cost method for all other long-term investments. Investments in entities that we do not consolidate are presented in other noncurrent assets on our balance sheet. All significant intercompany accounts and transactions have been eliminated.

Use Of Estimates

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents. Cash and cash equivalents include demand deposits and highly liquid investments with original maturities of three months or less from the date of investment.

Inventory

Inventory. Inventory is valued at the lower of cost or net realizable value. We determine cost using the weighted-average method. We periodically review the value of items in inventory and record write-downs or write-offs of inventory based on our assessment of market conditions. Write-downs and write-offs are charged to cost of services and products. We did not record any write-downs or write-offs of inventory in the three-month period ended March 31, 2026. In the three-month period ended March 31, 2025, we recorded an increase to our inventory reserve related to a write-down of $10 million associated with our theme park ride business in our Manufactured Products segment. Our inventory reserve was $47 million and $48 million as of March 31, 2026 and December 31, 2025, respectively.

Property and Equipment

Goodwill. Our goodwill is evaluated for impairment annually and whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

In our annual evaluation of goodwill, we perform a qualitative or quantitative impairment test. Under the qualitative approach, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform the quantitative analysis to determine the fair value for the reporting unit. We then compare the fair value of the reporting unit with its carrying amount and recognize an impairment loss for the amount by which the carrying amount exceeds the fair value of the reporting unit. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. We also consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. We did not identify indicators of impairment for goodwill for the three-month periods ended March 31, 2026 and 2025.

Foreign Currency Translations

Foreign Currency Translation. The functional currency for most of our foreign subsidiaries is the applicable local currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date, and the resulting translation adjustments are recognized, net of tax, in accumulated other comprehensive income (loss) as a component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the Consolidated Statements of Operations. We recorded $0.7 million and $1.1 million of foreign currency transaction gains (losses) in the three-month periods ended March 31, 2026 and 2025, respectively. Those amounts are included as a component of other income (expense), net in our consolidated statement of operations.

Leases

Leases. We determine whether a contract is or contains a lease at inception, whether as a lessee or a lessor. We take into consideration the elements of an identified asset, right to control and the receipt of economic benefit in making those determinations.

As a lessor, we lease certain types of equipment along with the provision of services and utilize the expedient allowing us to combine the lease and non-lease components into a combined component that is accounted for (1) under the accounting standard “Leases” (“ASC 842”), when the lease component is predominant, and (2) under the accounting standard “Revenue from Contracts with Customers” (“ASC 606”), when the service component is predominant. In general, when we have a service component, it is typically the predominant element and leads to accounting under ASC 606.

As a lessor, we lease certain types of equipment, often providing services at the same time. These leases can be priced on a dayrate or lump-sum basis for periods ranging from a few days to multi-year contracts. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our customers’ discretion. These leases generally do not contain options to purchase, material restrictions or covenants that impact our accounting for leases.

As a lessee, we lease land, buildings, vessels and equipment for the operation of our business and to support some of our service line revenue streams. These generally carry lease terms that range from days for operational and support equipment to 20 years for land and buildings. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our discretion. When the exercise of those options is reasonably certain, we include them in the lease assessment. Our leases do not contain material restrictions or covenants that impact our accounting for them, nor do we provide residual value guarantees.

As a lessee, we utilize the practical expedients to not recognize leases with an initial lease term of 12 months or less on the balance sheet and to combine lease and non-lease components together and account for the combined component as a lease for all asset classes, except real estate.

Right-of-use operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement or modification date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at commencement or modification date in determining the present value of future payments. In determining the incremental borrowing rate, we considered our external credit ratings, bond yields for us and our identified peers, the risk-free rate in geographic regions where we operate, and the impact associated with providing collateral over a similar term as the lease for an amount equal to the future lease payments. Our right-of-use operating lease assets also include any lease prepayments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Revenue

Revenue Recognition. All our revenue is realized through contracts with customers. We recognize our revenue according to the contract type. On a daily basis, we recognize service revenue over time for contracts that provide for specific time, material and equipment charges, which we bill periodically. We use the input method to recognize revenue, because each day of service provided represents value to the customer. The performance obligations in these contracts are satisfied, and revenue is recognized, as the work is performed. When appropriate, we apply the practical expedient to recognize revenue for the amount invoiced when the invoice corresponds directly to the value of our performance to date.

We account for significant fixed-price contracts, primarily within our Manufactured Products segment, and to a lesser extent in our OPG and Aerospace and Defense Technologies (“ADTech”) segments, by recognizing revenue over time using the cost-to-cost input method. The performance obligation is satisfied as we create a product on behalf of the customer over the life of the contract. The remainder of our revenue is recognized at the point in time when control transfers to the customer, thus satisfying the performance obligation.

We have elected to recognize the cost of freight and shipping as an expense when incurred. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by us from customers, are excluded from revenue.

In our service-based business lines, we principally charge on a dayrate basis for services provided. In our product-based business lines, predominantly in our Manufactured Products segment, we recognize revenue and profit using the percentage-of-completion method and exclude uninstalled materials and significant inefficiencies from the measure of progress.

While our contracts predominantly only contain one performance obligation and a limited number have variable consideration, we apply judgment, when applicable, in the determination and allocation of transaction price to performance obligations, and the subsequent recognition of revenue, based on the facts and circumstances of each contract. We routinely review estimates related to our contracts and, when required, reflect revisions to profitability in earnings immediately. If an element of variable consideration has the potential for a significant future reversal of revenue, we will constrain that variable consideration to a level intended to remove the potential future reversal. If a current estimate of total contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it. During the three months ended March 31, 2026, we recognized projected losses of $2.6 million for contracts in our Manufactured Products segment. During the three months ended March 31, 2025, we recognized projected losses of $2.9 million for contracts in our Manufactured Products segment. There could be adjustments to overall contract costs in the future, due to changes in facts and circumstances.

In general, our payment terms consist of those services billed regularly as provided and those products delivered at a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts

with milestone payments due at agreed progress points during the contract are invoiced when those milestones are reached, which may differ from the timing of revenue recognition. Our payment terms generally do not provide financing of contracts to customers, nor do we receive financing from customers as a result of these terms.

See Note 3—“Revenue” for more information on our revenue from contracts with customers.

Reclassification, Comparability Adjustment

Reclassifications. Certain amounts from prior periods have been reclassified to conform with the current period presentation.

Loss on Contracts

$ 2.6

$ 2.9

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Allowance for Credit Losses Notes (Policies)

3 Months Ended

Mar. 31, 2026

Accounting Policies Credit Losses [Abstract]

Allowance for Credit Losses [Text Block]

Allowance for Credit Losses—Financial Assets Measured at Amortized Costs. We identify our allowance for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable.

We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last three years and consideration of reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new information could have material effects on future evaluations.

We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent customer interaction, following economic and industry trends and reviewing specific customer data. Our other receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low risk of loss.

We consider macroeconomic conditions when assessing our credit risk exposure, including any impacts from the conflicts in Russia and Ukraine and in the Middle East, volatility in the financial services industry and the oil and natural gas markets, tariffs and retaliatory tariffs, U.S. economic and monetary policies, and the effects thereof on our customers and various counterparties. We have determined the impacts to our credit loss expense are de minimis for the three-month periods ended March 31, 2026 and 2025.

As of March 31, 2026, our allowance for credit losses was $4.7 million for accounts receivable and $0.5 million for other receivables. As of December 31, 2025, our allowance for credit losses was $1.6 million for accounts

receivable and $0.5 million for other receivables. Our allowance for credit losses for the three months ended March 31, 2026, increased when compared to the same period in the prior year primarily due to a reserve taken in the first quarter of 2026 related to a dispute with a customer regarding a value-added tax in Ghana.

Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flow. During the three-month period ended March 31, 2026, we wrote off $0.2 million in financial assets and during the three-month period ended March 31, 2025, we wrote off less than $0.1 million in financial assets.

Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of March 31, 2026. We generally do not require collateral from our customers.

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Accounting Standards Updated (Policies)

3 Months Ended

Mar. 31, 2026

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

ACCOUNTING STANDARDS UPDATE

Recently Issued Accounting Standards. In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure of the nature of certain expenses presented on the face of the income statement into specified categories in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. We anticipate that ASU 2024-03 will only impact our disclosures and therefore do not expect that ASU 2024-03 will have a material impact on our consolidated financial statements.

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Revenue (Tables)

3 Months Ended

Mar. 31, 2026

Revenue from Contract with Customer [Abstract]

Revenue from External Customers by Products and Services

			Three Months Ended
(in thousands)			Mar 31, 2026		Mar 31, 2025
Business Segment:
	Energy
		Subsea Robotics	$	214,273	$	205,976
		Manufactured Products	143,648		135,037
		Offshore Projects Group	135,376		164,941
		Integrity Management & Digital Solutions	67,884		71,418
	Total Energy		561,181		577,372
	Aerospace and Defense Technologies		131,248		97,151
		Total	$	692,429	$	674,523
Geographic Operating Areas:
	Foreign:
		Africa	$	94,923	$	124,534
		United Kingdom	78,721		61,877
		Norway	69,981		54,748
		Brazil	61,474		62,159
		Asia and Australia	59,653		53,549
		Other	32,910		22,229
	Total Foreign		397,662		379,096
	United States		294,767		295,427
Total			$	692,429	$	674,523
Timing of Transfer of Goods or Services:
	Revenue recognized over time		$	644,135	$	626,476
	Revenue recognized at a point in time		48,294		48,047
Total			$	692,429	$	674,523

Contract with Customer, Asset and Liability [Table Text Block]

The following table provides information about contract assets and contract liabilities from contracts with customers.

	Three months ended
(in thousands)	Mar 31, 2026		Mar 31, 2025
Total contract assets, beginning of period	$	216,808	$	275,280
Revenue accrued	632,895		607,903
Amounts billed	(625,296)		(613,886)
Total contract assets, end of period	$	224,407	$	269,297
Total contract liabilities, beginning of period	$	115,033	$	140,697
Deferrals of milestone payments	58,687		35,713
Recognition of revenue for goods and services	(58,886)		(70,199)
Total contract liabilities, end of period	$	114,834	$	106,211

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Debt (Tables)

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Schedule of Debt

Long-term debt consisted of the following: 

	(in thousands)	Mar 31, 2026		Dec 31, 2025
6.000% Senior Notes due 2028		$	500,000	$	500,000
Unamortized discount and debt issuance costs		(11,187)		(12,583)
Long-term debt		$	488,813	$	487,417

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Allowance for Credit Losses (Tables)

3 Months Ended

Mar. 31, 2026

Accounting Policies Credit Losses [Abstract]

Allowance for Credit Losses [Text Block]

Allowance for Credit Losses—Financial Assets Measured at Amortized Costs. We identify our allowance for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable.

We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last three years and consideration of reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new information could have material effects on future evaluations.

We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent customer interaction, following economic and industry trends and reviewing specific customer data. Our other receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low risk of loss.

We consider macroeconomic conditions when assessing our credit risk exposure, including any impacts from the conflicts in Russia and Ukraine and in the Middle East, volatility in the financial services industry and the oil and natural gas markets, tariffs and retaliatory tariffs, U.S. economic and monetary policies, and the effects thereof on our customers and various counterparties. We have determined the impacts to our credit loss expense are de minimis for the three-month periods ended March 31, 2026 and 2025.

As of March 31, 2026, our allowance for credit losses was $4.7 million for accounts receivable and $0.5 million for other receivables. As of December 31, 2025, our allowance for credit losses was $1.6 million for accounts

receivable and $0.5 million for other receivables. Our allowance for credit losses for the three months ended March 31, 2026, increased when compared to the same period in the prior year primarily due to a reserve taken in the first quarter of 2026 related to a dispute with a customer regarding a value-added tax in Ghana.

Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flow. During the three-month period ended March 31, 2026, we wrote off $0.2 million in financial assets and during the three-month period ended March 31, 2025, we wrote off less than $0.1 million in financial assets.

Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of March 31, 2026. We generally do not require collateral from our customers.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The tables that follow present information about our business segments, as well as the Unallocated Expenses category, and include a reconciliation to income (loss) before income taxes:

		For the Three Months Ended March 31, 2026
	(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Unallocated Expenses		Total
Revenue		$	214,273	$	143,648	$	135,376	$	67,884	$	131,248	$	—	$	692,429
Cost of services and products		144,333		107,642		106,967		61,187		114,879		30,151		565,159
Selling, general and administrative 1		14,432		9,921		10,065		7,695		8,258		19,111		69,482
Operating income (loss)		55,508		26,085		18,344		(998)		8,111		(49,262)		57,788
Interest income		—		—		—		—		—		5,061		5,061
Interest expense, net of amounts capitalized		—		—		—		—		—		(9,105)		(9,105)
Equity in income (losses) of unconsolidated affiliates		—		—		—		—		—		277		277
Other income (expense), net		—		—		—		—		—		808		808
Income (loss) before income taxes		$	55,508	$	26,085	$	18,344	$	(998)	$	8,111	$	(52,221)	$	54,829
Depreciation and amortization		$	13,718	$	2,774	$	4,755	$	1,942	$	1,006	$	2,976	$	27,171
Capital expenditures, including business acquisitions		$	8,523	$	1,082	$	2,401	$	2,241	$	1,347	$	1,811	$	17,405
1	For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses.

	March 31, 2026
(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Corporate and Other		Total
Assets	$	557,385	$	382,475	$	487,980	$	138,841	$	159,042	$	917,472	$	2,643,195
Property and Equipment, Net	$	209,683	$	60,128	$	140,614	$	14,417	$	8,744	$	11,344	$	444,930
Goodwill	$	23,893	$	—	$	—	$	16,439	$	10,454	$	—	$	50,786

		For the Three Months Ended March 31, 2025
	(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Unallocated Expenses		Total
Revenue		$	205,976	$	135,037	$	164,941	$	71,418	$	97,151	$	—	$	674,523
Cost of services and products		133,562		117,667		120,063		60,888		79,493		27,839		539,512
Selling, general and administrative 1		12,782		8,703		9,212		7,068		6,993		16,781		61,539
Operating income (loss)		59,632		8,667		35,666		3,462		10,665		(44,620)		73,472
Interest income		—		—		—		—		—		3,644		3,644
Interest expense, net of amounts capitalized		—		—		—		—		—		(9,075)		(9,075)
Equity in income (losses) of unconsolidated affiliates		—		—		—		—		—		362		362
Other income (expense), net		—		—		—		—		—		975		975
Income (loss) before income taxes		$	59,632	$	8,667	$	35,666	$	3,462	$	10,665	$	(48,714)	$	69,378
Depreciation and amortization		$	11,736	$	2,650	$	4,689	$	1,730	$	833	$	2,810	$	24,448
Capital expenditures, including business acquisitions		$	18,916	$	784	$	4,295	$	1,451	$	600	$	42	$	26,088
1	For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses.

	March 31, 2025
(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Corporate and Other		Total
Assets	$	493,890	$	345,894	$	502,808	$	128,670	$	144,178	$	659,583	$	2,275,023
Property and Equipment, Net	$	208,303	$	61,828	$	127,900	$	16,005	$	6,805	$	11,094	$	431,935
Goodwill	$	23,557	$	—	$	—	$	16,162	$	10,454	$	—	$	50,173

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Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Accounting Policies [Abstract]
Financing Receivable, Allowance for Credit Loss	$ 500		$ 500
Financing Receivable, Allowance for Credit Loss, Writeoff	200	$ 100
Financing Receivable, Allowance for Credit Loss [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,112,755	779,128	1,076,663
Financing Receivable, Allowance for Credit Loss, Writeoff	200	100
Financing Receivable, Allowance for Credit Loss	500		500
Accounts and Financing Receivable, Allowance for Credit Loss	4,700		$ 1,600
Foreign Currency Transaction Gain (Loss), before Tax	$ 700	$ 1,100

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Summary Of Major Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Right-of-use operating lease assets	$ 323,525		$ 349,751
Interest costs capitalized	300	$ 100
Financing Receivable, Allowance for Credit Loss, Writeoff	$ 200	100
Lessee, Operating Lease, Term of Contract	20 years
Financing Receivable Allowance for Credit Losses Evaluation Period	3 years
Construction in Progress, Gross	$ 41,000		67,000
Capitalized Computer Software, Period Increase (Decrease)	7,000	1,700
Financing Receivable, Allowance for Credit Loss	500		$ 500
Financing Receivable, Allowance for Credit Loss, Writeoff	$ 200	$ 100
Maximum [Member]
Property, Plant and Equipment [Line Items]
Equity Method Investment, Additional Information	50
Minimum [Member]
Property, Plant and Equipment [Line Items]
Threshold for consolidation, percentage	50.00%
Equity Method Investment, Additional Information	20

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Summary Of Major Accounting Policies Allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Financing Receivable, Allowance for Credit Loss [Line Items]
Financing Receivable, Allowance for Credit Loss, Writeoff	$ 200	$ 100
Financing Receivable, Allowance for Credit Loss	500		$ 500
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 1,112,755	$ 779,128	1,076,663
Financing Receivable Allowance for Credit Losses Evaluation Period	3 years
Accounts and Financing Receivable, Allowance for Credit Loss	$ 4,700		$ 1,600

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Summary Of Major Accounting Policies (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2026

Mar. 31, 2025

Dec. 31, 2025

Accounting Policies [Abstract]

Foreign Currency Transaction Gain (Loss), before Tax

$ 700

$ 1,100

Right-of-use operating lease assets

323,525

$ 349,751

Increase (Decrease) in Inventories

6,638

8,280

Property, Plant and Equipment [Line Items]

Increase (Decrease) in Inventories

6,638

8,280

Inventory Valuation Reserves

47,000

48,000

Construction in Progress, Gross

$ 41,000

$ 67,000

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Property and Equipment, Long-Lived Intangible Assets and Right-of-Use Operating Lease Assets. We depreciate property and equipment using the straight-line method over estimated useful lives. Remotely Operated Vehicles (“ROVs”) are depreciated over eight years, marine services equipment (such as vessels) over three to 25 years, and buildings, building improvements, manufacturing equipment and other equipment for three to 25 years.

We charge the costs of repair and maintenance of property and equipment to operations as incurred, and we capitalize the costs of improvements that extend asset lives or functionality. Upon the disposition of property and equipment, the related cost and accumulated depreciation accounts are relieved and any resulting gain or loss is recognized in income.

We capitalize interest on assets where the construction period is anticipated to be more than three months. We do not allocate general administrative costs to capital projects. We did not capitalize interest in the three-month periods ended March 31, 2026 and 2025 related to capital projects. We had construction in progress of $41 million and $67 million as of March 31, 2026 and December 31, 2025, respectively, primarily related to projects in our Subsea Robotics and Offshore Projects Group (“OPG”) segments.

Long-lived intangible assets, primarily acquired in connection with business combinations, include trade names, intellectual property and customer relationships and are being amortized over their respective estimated useful lives.

Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our property and equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. For long-lived assets to be held and used, we base our evaluation on impairment indicators such as the nature of the assets, the future economic benefits of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether an impairment has occurred using an undiscounted cash flows analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. We did not identify indicators of impairment for property and equipment, long-lived intangible assets or right-of-use operating lease assets for the three-month periods ended March 31, 2026 and 2025.

For assets held for sale or disposal, the fair value of the asset is measured using fair market value less estimated costs to sell. Assets are classified as held for sale when we have a plan for disposal of certain assets and those assets meet the held for sale criteria.

For additional information regarding right-of-use operating lease assets, see “Leases” below.

ROV

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Useful Life

8 years

Manufactured Products Member

Accounting Policies [Abstract]

Increase (Decrease) in Inventories

(10,000)

Property, Plant and Equipment [Line Items]

Increase (Decrease) in Inventories

$ (10,000)

Minimum [Member] | Marine Services Equipment

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Useful Life

3 years

Minimum [Member] | Building and Building Improvements [Member]

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Useful Life

3 years

Maximum [Member] | Marine Services Equipment

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Useful Life

25 years

Maximum [Member] | Building and Building Improvements [Member]

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, Useful Life

25 years

XML

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Segment Reporting Information [Line Items]
Revenues	$ 692,429	$ 674,523
Brazil [Member]
Segment Reporting Information [Line Items]
Revenues	61,474	62,159
Non-US [Member]
Segment Reporting Information [Line Items]
Revenues	$ 397,662	$ 379,096

XML

Revenue - Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Revenue by Geographic Area [Line Items]
Revenues	$ 692,429	$ 674,523
Africa [Member]
Revenue by Geographic Area [Line Items]
Revenues	94,923	124,534
United Kingdom [Member]
Revenue by Geographic Area [Line Items]
Revenues	78,721	61,877
Norway [Member]
Revenue by Geographic Area [Line Items]
Revenues	69,981	54,748
Asia Pacific [Member]
Revenue by Geographic Area [Line Items]
Revenues	59,653	53,549
Brazil [Member]
Revenue by Geographic Area [Line Items]
Revenues	61,474	62,159
Other Geographical [Member]
Revenue by Geographic Area [Line Items]
Revenues	32,910	22,229
Non-US [Member]
Revenue by Geographic Area [Line Items]
Revenues	397,662	379,096
UNITED STATES
Revenue by Geographic Area [Line Items]
Revenues	$ 294,767	$ 295,427

XML

Revenue - Revenue by Timing of Transfer of Goods or Services (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Mar. 31, 2029	Mar. 31, 2028	Mar. 31, 2027
Deferred Revenue Arrangement [Line Items]
Revenues	$ 692,429	$ 674,523
Price allocated to remaining performance obligations	391,000
Operating Segments
Deferred Revenue Arrangement [Line Items]
Revenues	561,181	577,372
Forecast
Deferred Revenue Arrangement [Line Items]
Price allocated to remaining performance obligations			$ 1,200	$ 48,000	$ 342,000
Transferred at Point in Time [Member]
Deferred Revenue Arrangement [Line Items]
Revenues	48,294	48,047
Transferred over Time [Member]
Deferred Revenue Arrangement [Line Items]
Revenues	$ 644,135	$ 626,476

XML

Revenue - Contract balances (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Revenue from Contract with Customer [Abstract]
Contract assets, net	$ 224,407	$ 269,297	$ 216,808	$ 275,280
Deferred Revenue, Revenue Recognized	632,895	607,903
Billings - Contract Assets	(625,296)	(613,886)
Revenue recognized	(58,886)	(70,199)
Deferrals of customer payments	58,687	35,713
Capitalized Contract Cost, Amortization	(700)	(1,000)
Contract liabilities	$ 114,834	$ 106,211	$ 115,033	$ 140,697

XML

Revenue - Performance obligation (Details)
$ in Millions

3 Months Ended

Mar. 31, 2026

USD ($)

Revenue from Contract with Customer [Abstract]

Price allocated to remaining performance obligations

$ 391

Revenue

REVENUE

Revenue by Category

The following tables present revenue disaggregated by business segment, geographical region, and timing of transfer of goods or services:

			Three Months Ended
(in thousands)			Mar 31, 2026		Mar 31, 2025
Business Segment:
	Energy
		Subsea Robotics	$	214,273	$	205,976
		Manufactured Products	143,648		135,037
		Offshore Projects Group	135,376		164,941
		Integrity Management & Digital Solutions	67,884		71,418
	Total Energy		561,181		577,372
	Aerospace and Defense Technologies		131,248		97,151
		Total	$	692,429	$	674,523
Geographic Operating Areas:
	Foreign:
		Africa	$	94,923	$	124,534
		United Kingdom	78,721		61,877
		Norway	69,981		54,748
		Brazil	61,474		62,159
		Asia and Australia	59,653		53,549
		Other	32,910		22,229
	Total Foreign		397,662		379,096
	United States		294,767		295,427
Total			$	692,429	$	674,523
Timing of Transfer of Goods or Services:
	Revenue recognized over time		$	644,135	$	626,476
	Revenue recognized at a point in time		48,294		48,047
Total			$	692,429	$	674,523

Contract Balances

Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the contract liability balances. Milestones are contractually agreed with customers and relate to significant events across the contract lives. Some milestones are achieved before revenue is recognized, resulting in a contract liability, while other milestones are achieved after revenue is recognized, resulting in a contract asset.

The following table provides information about contract assets and contract liabilities from contracts with customers.

	Three months ended
(in thousands)	Mar 31, 2026		Mar 31, 2025
Total contract assets, beginning of period	$	216,808	$	275,280
Revenue accrued	632,895		607,903
Amounts billed	(625,296)		(613,886)
Total contract assets, end of period	$	224,407	$	269,297
Total contract liabilities, beginning of period	$	115,033	$	140,697
Deferrals of milestone payments	58,687		35,713
Recognition of revenue for goods and services	(58,886)		(70,199)
Total contract liabilities, end of period	$	114,834	$	106,211

Performance Obligations

As of March 31, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations that were unsatisfied (or partially unsatisfied) was $391 million. In arriving at this value, we used two expedients available to us and are not disclosing amounts for performance obligations: (1) that are part of contracts with an original expected duration of one year or less; or (2) on contracts where we recognize revenue in line with the billing. Of this amount, we expect to recognize revenue of $342 million over the next 12 months, $48 million within the next 24 months, and we expect to recognize substantially all of the remaining balance of $1.2 million within the next 36 months.

In our Manufactured Products and ADTech segments, we have long-term contracts that extend beyond one year, and these make up the majority of the performance obligations balance reported as of March 31, 2026. We also have shorter-term product contracts with an expected original duration of one year or less that have been excluded.

Where appropriate, we have made estimates within the transaction price of elements of variable consideration within the contracts and constrained those amounts to a level where we consider it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The amount of revenue recognized in the three months ended March 31, 2026 and 2025 that was associated with performance obligations completed or partially completed in prior periods was not significant.

As of March 31, 2026, there were no significant outstanding liability balances for refunds or returns due to the nature of our contracts and the services and products we provide. Our warranties are limited to assurance warranties that are of a standard length and are not considered to be material rights. The majority of our contracts consist of a single performance obligation. While our contracts predominantly only contain one performance obligation and a limited number have variable consideration, when there are multiple obligations, we look for observable evidence of stand-alone selling prices on which to base the allocation. This involves judgment as to the appropriateness of the observable evidence relating to the facts and circumstances of the contract. If we do not have observable evidence, we estimate stand-alone selling prices by taking a cost-plus-margin approach, using typical margins from the type of product or service, customer and regional geography involved.

Costs to Obtain or Fulfill a Contract

In line with the available practical expedient, we capitalize incremental costs to obtain a contract that would not have been incurred if the contract had not been obtained when those amounts are significant and the contract is

expected at inception to exceed one year in duration. Our costs to obtain a contract primarily consist of bid and proposal costs, which are generally expensed in the period incurred. There were no balances or amortization of costs to obtain a contract in the current reporting periods.

Costs to fulfill a contract primarily consist of certain mobilization costs incurred to provide services or products to our customers. These costs are deferred and amortized over the period of contract performance. The closing balance of costs to fulfill a contract was $4.7 million and $2.1 million as of March 31, 2026 and December 31, 2025, respectively. For the three-month periods ended March 31, 2026 and 2025, we recorded amortization expense of $0.7 million and $1.0 million, respectively. No impairment costs were recognized.

XML

Revenue - Costs to obtain or fulfill a contract (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Revenue from Contract with Customer [Abstract]
Capitalized Contract Cost, Net	$ 4.7		$ 2.1
Capitalized Contract Cost, Amortization	(0.7)	$ (1.0)
Price allocated to remaining performance obligations	$ 391.0

XML

Selected Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Inventory [Line Items]
Inventory, net	$ 208,233	$ 201,595
Subsea Robotics	12,786	12,167
Inventory, net:
Total	208,233	201,595
Other Assets, Noncurrent	136,081	129,254
Accrued liabilities:
Payroll and related costs	157,488	186,433
Accounts Payable, Other, Current	43,049	37,769
Income taxes payable	43,799	43,828
Current operating lease liability	128,813	128,453
Interest Payable, Current	5,000	12,500
Other	59,957	62,988
Total	438,106	471,971
Disclosure Text Block Supplement [Abstract]
Subsea Robotics	12,786	12,167
Subsea Robotics Member
Inventory [Line Items]
Inventory, Parts and Components, Net of Reserves	111,912	105,908
Disclosure Text Block Supplement [Abstract]
Inventory, Parts and Components, Net of Reserves	111,912	105,908
Manufactured Products Member
Inventory [Line Items]
Inventory, Parts and Components, Net of Reserves	83,535	83,520
Disclosure Text Block Supplement [Abstract]
Inventory, Parts and Components, Net of Reserves	$ 83,535	$ 83,520

XML

Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Debt Instrument [Line Items]
Document Period End Date	Mar. 31, 2026
Unamortized discount and debt issuance costs	$ 11,187	$ 12,583
Long-term Debt	$ 488,813	$ 487,417

XML

Debt - Additional Information (Details)		3 Months Ended
	Apr. 08, 2022	Mar. 31, 2026 USD ($) Rate	Dec. 31, 2025 USD ($)	Mar. 31, 2025 USD ($)	Oct. 02, 2023 USD ($)	Feb. 28, 2018 USD ($)
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 215
Document Period End Date		Mar. 31, 2026
Debt Instrument, Interest Rate, Increase (Decrease)		100.00%
Debt Instrument, Unamortized Discount					$ 20,000,000
Amortization of Debt Discount (Premium)		$ 1,100,000		$ 1,000,000.0
Revolving Credit Facility %age of Net Tangible Assets		15.00%
Sublimit member
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 100
Senior Notes due 2028 [Member]
Line of Credit Facility [Line Items]
Senior notes		500,000,000	$ 500,000,000		$ 200,000,000	$ 300,000,000
Interest rate, stated percentage						6.00%
Payments of debt issuance costs			7,100,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Payments of debt issuance costs			$ 4,000,000.0
Senior Notes
Line of Credit Facility [Line Items]
Amortization of Debt Issuance Costs		$ 500,000		$ 500,000
Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		225.00%
Line of Credit Facility, Commitment Fee Percentage		30.00%
Maximum Permitted Leverage Ratio	400.00%	325.00%
Future Maximum Leverage Ratio		325.00%
Banking Regulation, Tier One Leverage Capital Ratio, Capital Adequacy, Minimum		0.0300
Minimum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		125.00%
Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		325.00%
Line of Credit Facility, Commitment Fee Percentage		37.50%
Maximum Permitted Leverage Ratio	100.00%	100.00%
Future Maximum Leverage Ratio		100.00%
Banking Regulation, Tier One Leverage Capital Ratio, Capital Adequacy, Minimum | Rate		1.00%
Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Debt Instrument, Basis Spread on Variable Rate		225.00%

XML

Commitments And Contingencies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Sep. 30, 2024
Loss Contingencies [Line Items]
Notes payable, fair value disclosure	$ 502,000
Foreign Currency Transaction Gain (Loss), before Tax	700	$ 1,100
Loss Contingency Accrual	100		$ 400
Loss Contingency Accrual, Period Increase (Decrease)	3,300
Increase (Decrease) in Accounts Receivable	70,957	61,266
Debt Securities, Available-for-Sale and Held-to-Maturity, Fair Value	7,000	$ 7,000		$ 7,000
Manufactured Products Member
Loss Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss	2,500		$ 1,700
Increase (Decrease) in Accounts Receivable	$ 3,200

XML

Earnings (Loss) Per Share, Stock-Based Compensation and Share Repurchase Plan (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended			136 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2015	Mar. 31, 2026	Dec. 31, 2014
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items]
Treasury Stock, Value, Acquired, Cost Method		$ 10,008	$ 40,000	$ 20,000	$ 100,000	$ 161,000
Share Repurchase Program, Authorized, Amount							$ 10,000
Treasury Stock, Shares, Acquired			1,800,000	800,000	2,000,000.0	4,600,000
Restricted Stock Units (RSUs) [Member]
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items]
Number outstanding (in shares)	1,845,776		1,902,174			1,845,776
Compensation cost not yet recognized	$ 26,000					$ 26,000
Performance Shares
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items]
Number outstanding (in shares)	359,402					359,402
Compensation cost not yet recognized	$ 10,000					$ 10,000
Performance Shares | Maximum [Member]
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items]
Award vesting period	3 years

XML

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Income Tax Contingency [Line Items]
Document Period End Date	Mar. 31, 2026
Unrecognized Tax Benefits/Expense, Probability Threshold of Realizing for Tax Benefits/Expense Recognition, Minimum Percentage	50.00%
Liability for Uncertainty in Income Taxes, Noncurrent	$ 10.0	$ 11.0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%

XML

Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Financing Receivable, Allowance for Credit Loss [Line Items]
Financing Receivable, Allowance for Credit Loss	$ 500		$ 500
Financing Receivable, Allowance for Credit Loss	500		$ 500
Financing Receivable, Allowance for Credit Loss, Writeoff	$ 200	$ 100

XML

Subsequent Events (Details)		3 Months Ended
	Apr. 08, 2022	Mar. 31, 2026 USD ($) Rate
Subsequent Events [Abstract]
Maximum borrowing capacity		$ 215
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 215
Minimum [Member]
Subsequent Event [Line Items]
Debt Instrument, Basis Spread on Variable Rate		225.00%
Line of Credit Facility, Commitment Fee Percentage		30.00%
Banking Regulation, Tier One Leverage Capital Ratio, Capital Adequacy, Minimum		0.0300
Maximum Permitted Leverage Ratio	400.00%	325.00%
Future Maximum Leverage Ratio		325.00%
Maximum [Member]
Subsequent Event [Line Items]
Debt Instrument, Basis Spread on Variable Rate		325.00%
Line of Credit Facility, Commitment Fee Percentage		37.50%
Banking Regulation, Tier One Leverage Capital Ratio, Capital Adequacy, Minimum | Rate		1.00%
Maximum Permitted Leverage Ratio	100.00%	100.00%
Future Maximum Leverage Ratio		100.00%

XML

Segment Reporting (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2026 USD ($) segement	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)
Segment Reporting Information [Line Items]
Revenues	$ 692,429	$ 674,523
Cost of services and products	565,159	539,512
Selling, general and administrative expense	69,482	61,539
Depreciation	23,000	21,000
Amortization of Intangible Assets	4,300	3,800
Depreciation, Depletion and Amortization	27,171	24,448
Segment, Expenditure, Addition to Long-Lived Assets	17,405	26,088
Income (Loss) from Operations	$ 57,788	73,472
Number of Reportable Segments | segement	5
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax	$ 54,829	69,378
Interest income	5,061	3,644
Interest Expense, Operating and Nonoperating	(9,105)	(9,075)
Equity in income (losses) of unconsolidated affiliates	277	362
Other income (expense), net	808	975
Assets	2,643,195	2,275,023	$ 2,667,254
Property, Plant and Equipment, Net	444,930	431,935	451,693
Goodwill	50,786	50,173	$ 51,023
Subsea Robotics Member
Segment Reporting Information [Line Items]
Revenues	214,273	205,976
Cost of services and products	144,333	133,562
Selling, general and administrative expense	14,432	12,782
Depreciation, Depletion and Amortization	13,718	11,736
Segment, Expenditure, Addition to Long-Lived Assets	8,523	18,916
Income (Loss) from Operations	55,508	59,632
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax	55,508	59,632
Assets	557,385	493,890
Property, Plant and Equipment, Net	209,683	208,303
Goodwill	23,893	23,557
Manufactured Products Member
Segment Reporting Information [Line Items]
Revenues	143,648	135,037
Cost of services and products	107,642	117,667
Selling, general and administrative expense	9,921	8,703
Depreciation, Depletion and Amortization	2,774	2,650
Segment, Expenditure, Addition to Long-Lived Assets	1,082	784
Income (Loss) from Operations	26,085	8,667
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax	26,085	8,667
Assets	382,475	345,894
Property, Plant and Equipment, Net	60,128	61,828
Goodwill	0	0
Integrity Managements & Digital Solutions Member
Segment Reporting Information [Line Items]
Revenues	67,884	71,418
Cost of services and products	61,187	60,888
Selling, general and administrative expense	7,695	7,068
Depreciation, Depletion and Amortization	1,942	1,730
Segment, Expenditure, Addition to Long-Lived Assets	2,241	1,451
Income (Loss) from Operations	(998)	3,462
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax	(998)	3,462
Assets	138,841	128,670
Property, Plant and Equipment, Net	14,417	16,005
Goodwill	16,439	16,162
Offshore Projects Group
Segment Reporting Information [Line Items]
Revenues	135,376	164,941
Cost of services and products	106,967	120,063
Selling, general and administrative expense	10,065	9,212
Depreciation, Depletion and Amortization	4,755	4,689
Segment, Expenditure, Addition to Long-Lived Assets	2,401	4,295
Income (Loss) from Operations	18,344	35,666
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax	18,344	35,666
Assets	487,980	502,808
Property, Plant and Equipment, Net	140,614	127,900
Goodwill	0	0
Aerospace and Defense Technologies Member
Segment Reporting Information [Line Items]
Revenues	131,248	97,151
Depreciation, Depletion and Amortization	1,006	833
Income (Loss) from Operations	8,111	10,665
Unallocated Expenses [Member]
Segment Reporting Information [Line Items]
Cost of services and products	30,151	27,839
Selling, general and administrative expense	19,111	16,781
Depreciation, Depletion and Amortization	2,976	2,810
Segment, Expenditure, Addition to Long-Lived Assets	1,811	42
Income (Loss) from Operations	(49,262)	(44,620)
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax	(52,221)	(48,714)
Advanced Technologies [Member]
Segment Reporting Information [Line Items]
Cost of services and products	114,879	79,493
Selling, general and administrative expense	8,258	6,993
Segment, Expenditure, Addition to Long-Lived Assets	1,347	600
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax	8,111	10,665
Assets	159,042	144,178
Property, Plant and Equipment, Net	8,744	6,805
Goodwill	10,454	10,454
Corporate Segment
Segment Reporting Information [Line Items]
Assets	917,472	659,583
Property, Plant and Equipment, Net	11,344	11,094
Goodwill	$ 0	$ 0