Oceaneering International Inc 10-Q, filed Oct 22, 2026
Oceaneering International Inc (OII)
10-Q
2026-10-22
For: 2026-09-30
View Original
Added on
October 28, 2026
About this 10-Q
Oceaneering International Inc filed this 10-Q on October 22, 2026, covering the quarter ended September 30, 2026.
Oceaneering reported third-quarter operating results increased by 7% on 6% revenue growth, driven by Subsea Robotics and Offshore Projects Group. It issued $500 million of 6.875% senior notes due 2034 and extended its revolving facility's maturity to July 2031. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $784.55M
- up 5.6% from $742.9M a year earlier
- Net income
- $52.62M
- down 26.2% from net income of $71.29M a year earlier
- Diluted EPS
- $0.52
- down 26.8% from $0.71 a year earlier
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 | September 30, 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)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (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 | ||||||
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.
| 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).
Number of shares of Common Stock outstanding as of October 16, 2026: 99,428,607
Oceaneering International, Inc.
Form 10-Q
Table of Contents
| Part I | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| Part II | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
1
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| Sep 30, 2026 | Dec 31, 2025 | |||||||||||||
| (in thousands, except share data) | ||||||||||||||
| (unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Contract assets, net | ||||||||||||||
| Inventory, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total Current Assets | ||||||||||||||
| Property and equipment, at cost | ||||||||||||||
| Less accumulated depreciation | ||||||||||||||
| Net property and equipment | ||||||||||||||
| Other Assets: | ||||||||||||||
| Goodwill | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Other noncurrent assets | ||||||||||||||
| Right-of-use operating lease assets | ||||||||||||||
| Total other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued liabilities | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Equity: | ||||||||||||||
Common stock, par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock; | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Oceaneering shareholders' equity | ||||||||||||||
| Noncontrolling interest | ||||||||||||||
| Total equity | ||||||||||||||
| Total Liabilities and Equity | $ | $ | ||||||||||||
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
(in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of services and products | |||||||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||
| Income (loss) from operations | |||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | ( | ( | ( | ( | |||||||||||||||||||||||||
| Equity in income (losses) of unconsolidated affiliates | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | ( | ( | |||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ||||||||||||||||||||||||||
| Income (loss) before income taxes | |||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | |||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) attributable to Oceaneering | $ | $ | $ | $ | |||||||||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
| Earnings (loss) per share | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||||||||
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | |||||||||||||||||||||||||||||
| Comprehensive income (loss) including noncontrolling interest | |||||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Oceaneering | $ | $ | $ | $ | |||||||||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
4
OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||
| Net income (loss) | $ | $ | ||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Deferred income tax provision (benefit) | ( | |||||||||||||
| Inventory write-downs | ||||||||||||||
| Net loss (gain) on extinguishment of debt | ||||||||||||||
| Net loss (gain) on sales of property and equipment | ( | |||||||||||||
| Noncash compensation | ||||||||||||||
| Noncash impact of lease accounting | ( | |||||||||||||
| Excluding the effects of acquisitions, increase (decrease) in cash from: | ||||||||||||||
| Accounts receivable and contract assets | ( | ( | ||||||||||||
| Inventory | ( | |||||||||||||
| Other operating assets | ( | ( | ||||||||||||
| Capitalized cloud-based service contract costs | ( | ( | ||||||||||||
| Currency translation effect on working capital, excluding cash | ||||||||||||||
| Current liabilities | ( | |||||||||||||
| Other operating liabilities | ( | ( | ||||||||||||
| Total adjustments to net income (loss) | ( | |||||||||||||
| Net Cash Provided by (Used in) Operating Activities | ||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Distributions of capital from unconsolidated affiliates | ||||||||||||||
| Proceeds from sale of property and equipment | ||||||||||||||
| Other investing activities | ||||||||||||||
| Net Cash Provided by (Used in) Investing Activities | ( | ( | ||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Net proceeds from issuance of Senior Notes, net of issuance costs | — | |||||||||||||
| Repurchase of Senior Notes, including tender and redemption costs | ( | — | ||||||||||||
| Issuance costs for revolving credit facility amendment | ( | — | ||||||||||||
| Employer tax withholding on settlement of shares | ( | ( | ||||||||||||
| Purchases of treasury stock | ( | ( | ||||||||||||
| Net Cash Provided by (Used in) Financing Activities | ( | ( | ||||||||||||
| Effect of exchange rates on cash | ( | |||||||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | ||||||||||||||
| Cash, Cash Equivalents and Restricted Cash—Beginning of Period | ||||||||||||||
| Cash, Cash Equivalents and Restricted Cash—End of Period | $ | $ | ||||||||||||
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 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Oceaneering | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Oceaneering | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases, 263,335 shares | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Oceaneering | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interest | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases, 101,038 shares | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Oceaneering | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases, 479,154 shares | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Oceaneering | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases, 471,759 shares | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to Oceaneering | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases, 440,814 shares | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
6
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 September 30, 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 % to 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.
Restricted Cash. Restricted cash includes certain cash collateral balances that are contractually restricted to usage or withdrawal. As of September 30, 2026, we had $8.5 million of restricted cash recorded in other current assets to collateralize outstanding letters of credit and corporate credit cards with one of our financial institutions.
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
7
our customers and various counterparties. We have determined the impacts to our credit loss expense are de minimis for the three- and nine-month periods ended September 30, 2026 and 2025.
As of September 30, 2026, our allowance for credit losses was $1.5 million for accounts receivable and $0.6 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.
Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flow. During the three- and nine-month periods ended September 30, 2026, we wrote off $0.2 million and $3.5 million, respectively, in financial assets primarily related to a dispute with a customer regarding a value-added tax in Ghana that we had reserved in the first quarter of 2026. During the three- and nine-month periods ended September 30, 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 September 30, 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. In the nine-month period ended September 30, 2026, we recorded a $7.5 million increase to our inventory reserve related to write-downs associated with our theme park ride business in our Manufactured Products segment. In the nine-month period ended September 30, 2025, we recorded a $13 million increase to our inventory reserve associated with our theme park ride business in our Manufactured Products segment. Our inventory reserve was $52 million and $48 million as of September 30, 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 to 25 years, and buildings, building improvements, manufacturing equipment and other equipment for 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- and nine-month periods ended September 30, 2026 and 2025 related to capital projects. We had construction in progress of $45 million and $67 million as of September 30, 2026 and December 31, 2025, respectively, primarily related to projects in our Subsea Robotics, Offshore Projects Group (“OPG”) and Aerospace and Defense Technologies (“ADTech”) 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- and nine-month periods ended September 30, 2026 and 2025.
8
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.
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- and nine-month periods ended September 30, 2026, we capitalized $5.7 million and $20 million, respectively, of deferred software implementation costs related to cloud computing arrangements, including $0.6 million and $1.4 million, respectively, of interest. In the three- and nine-month periods ended September 30, 2025, we capitalized $7.2 million and $11 million, respectively, of deferred software implementation costs related to cloud computing arrangements, including $0.1 million and $0.2 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- and nine-month periods ended September 30, 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 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
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when we determine it. During the three- and nine-month periods ended September 30, 2026, we recognized projected losses of $0.1 million and $3.6 million, respectively, for contracts in our Manufactured Products segment. During the nine-month period ended September 30, 2025, we recognized projected losses of $3.8 million for contracts in our Manufactured Products segment (representing a decrease of $0.8 million for the three-month period ended September 30, 2025), primarily due to successful negotiations with one of our customers. 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.
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
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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 $(2.1 ) million and $(0.3 ) million, respectively, of foreign currency transaction gains (losses) in the three- and nine-month periods ended September 30, 2026 and $(1.0 ) million and $5.5 million, respectively, in the three- and nine-month periods ended September 30, 2025. 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 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.
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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 | Nine Months Ended | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Sep 30, 2026 | Sep 30, 2025 | Sep 30, 2026 | Sep 30, 2025 | ||||||||||||||||||||||||||||||||||
| Business Segment: | ||||||||||||||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||||||||||||||
| Subsea Robotics | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Manufactured Products | ||||||||||||||||||||||||||||||||||||||
| Offshore Projects Group | ||||||||||||||||||||||||||||||||||||||
| Integrity Management & Digital Solutions | ||||||||||||||||||||||||||||||||||||||
| Total Energy | ||||||||||||||||||||||||||||||||||||||
| Aerospace and Defense Technologies | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Geographic Operating Areas: | ||||||||||||||||||||||||||||||||||||||
| Foreign: | ||||||||||||||||||||||||||||||||||||||
| Africa | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||||||||||
| Norway | ||||||||||||||||||||||||||||||||||||||
| Brazil | ||||||||||||||||||||||||||||||||||||||
| Asia and Australia | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total Foreign | ||||||||||||||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Timing of Transfer of Goods or Services: | ||||||||||||||||||||||||||||||||||||||
| Revenue recognized over time | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Revenue recognized at a point in time | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
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.
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The following table provides information about contract assets and contract liabilities from contracts with customers.
| Nine Months Ended | ||||||||||||||
| (in thousands) | Sep 30, 2026 | Sep 30, 2025 | ||||||||||||
| Total contract assets, beginning of period | $ | $ | ||||||||||||
| Revenue accrued | ||||||||||||||
| Amounts billed | ( | ( | ||||||||||||
| Total contract assets, end of period | $ | $ | ||||||||||||
| Total contract liabilities, beginning of period | $ | $ | ||||||||||||
| Deferrals of milestone payments | ||||||||||||||
| Recognition of revenue for goods and services | ( | ( | ||||||||||||
| Total contract liabilities, end of period | $ | $ | ||||||||||||
Performance Obligations
As of September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations that were unsatisfied (or partially unsatisfied) was $415 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 $344 million over the next 12 months, $71 million thereafter through the next 24 months, and we expect to recognize substantially all of the remaining balance of $0.1 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 September 30, 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- and nine-month periods ended September 30, 2026 and 2025 that was associated with performance obligations completed or partially completed in prior periods was not significant.
As of September 30, 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
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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- and nine-month periods ended September 30, 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 $6.7 million and $11 million in other long-term liabilities on our consolidated balance sheet for worldwide unrecognized tax liabilities as of September 30, 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- and nine-month periods ended September 30, 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) | Sep 30, 2026 | Dec 31, 2025 | |||||||||||||||
| Inventory, net: | |||||||||||||||||
| Manufactured Products | $ | $ | |||||||||||||||
| Subsea Robotics | |||||||||||||||||
| Other inventory | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
| Other current assets: | |||||||||||||||||
| Prepaid expenses | $ | $ | |||||||||||||||
| Restricted cash | |||||||||||||||||
| Angolan bonds | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
| Accrued liabilities: | |||||||||||||||||
| Payroll and related costs | $ | $ | |||||||||||||||
| Current operating lease liability | |||||||||||||||||
| Income taxes payable | |||||||||||||||||
| Accrued job costs | |||||||||||||||||
| Accrued interest | |||||||||||||||||
| Other | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
6. DEBT
Long-term debt consisted of the following:
| (in thousands) | Sep 30, 2026 | Dec 31, 2025 | |||||||||||||||
| 6.000% Senior Notes due 2028 | $ | $ | |||||||||||||||
| 6.875% Senior Notes due 2034 | |||||||||||||||||
| Unamortized discount and debt issuance costs | ( | ( | |||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||
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 formed a single series with such notes. We paid interest on the 2028 Senior Notes on February 1 and August 1 of each year. The 2028 Senior Notes were scheduled to mature on February 1, 2028, but were repurchased in the Tender Offer (as defined below) or redeemed in accordance with their terms as described below.
On July 6, 2026, we repurchased approximately $397 million principal amount of the 2028 Senior Notes for approximately $414 million, inclusive of accrued and unpaid interest, in the Tender Offer. On June 25, 2026, we delivered a conditional notice to the holders of the 2028 Senior Notes that we had elected to redeem all of the remaining principal amount outstanding of the 2028 Senior Notes on July 25, 2026 (the “Redemption Date”), pursuant to our optional redemption right under the indenture governing the 2028 Senior Notes. The redemption was conditioned on the completion of an offering of senior notes in an aggregate principal amount that results in gross proceeds to Oceaneering of at least $500 million, which condition was satisfied on July 6, 2026, in connection with the issuance of the 2034 Senior Notes (as defined below). The redemption price was equal to 100% of the
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principal amount of the 2028 Senior Notes plus accrued and unpaid interest up to but not including the Redemption Date plus a “make-whole premium.” The make-whole premium of $1.9 million, costs associated with the Tender Offer of $7.3 million and the write-off of the unamortized discount and debt issuance costs of $9.8 million were recognized during the third quarter of 2026 related to the July 2026 debt repurchase, Tender Offer and redemption. These amounts were recorded in Loss on Extinguishment of Debt in our consolidated statements of operations during the three-month period ended September 30, 2026.
2034 Senior Notes. On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of 6.875 % Senior Notes due 2034 (the “2034 Senior Notes”). The 2034 Senior Notes were issued under an Indenture, dated November 21, 2014 (the “Base Indenture”), between Oceaneering and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture, dated July 6, 2026, between Oceaneering and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). We will pay interest on the 2034 Senior Notes on January 15 and July 15 of each year, commencing on January 15, 2027. The 2034 Senior Notes are scheduled to mature on July 15, 2034. The indenture governing the 2034 Senior Notes generally limits our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility (as defined below)) to the greater of (x) $350 million and (y) 100% of our EBITDA (as defined in such indenture). We may redeem some or all of the 2034 Senior Notes at specified redemption prices. We received proceeds from the offering of the 2034 Senior Notes of approximately $491 million, after initial purchasers’ discounts and offering expenses. We used the net proceeds from the 2034 Senior Notes, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) and the redemption of the remaining 2028 Senior Notes.
Revolving Credit Agreement. On April 8, 2022, we entered into a 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, and Amendment No. 2, dated July 6, 2026, the “Revolving Credit Agreement”). Amendment No. 2 modified the existing Revolving Credit Agreement to, among other things, (i) increase the aggregate commitments of the lenders under the Revolving Credit Facility from $215 million to $345 million (the “Revolving Credit Facility”), with a $150 million sublimit for the issuance of letters of credit, (ii) extend the scheduled maturity date of the commitments under the Revolving Credit Facility from April 8, 2027 to July 7, 2031 and (iii) reduce the applicable margin on loans under the Revolving Credit Facility from varying from 1.25 % to 2.25 % to 1.00 % to 2.00 % in the case of Base Rate loans and from varying from 2.25 % to 3.25 % to 2.00 % to 3.00 % in the case of Term SOFR loans, in each case, depending on the Consolidated Net Leverage Ratio. 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 September 30, 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 (“Base Rate”), determined as the greatest of (A) the prime rate of JPMorgan Chase Bank, N.A., (B) the federal funds effective rate plus half of 1 % and (C) Term Secured Overnight Financing Rate (“Term 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 1.00 % to 2.00 % depending on our Consolidated Net Leverage Ratio (as defined in the Revolving Credit Agreement), or (2) Term SOFR plus the applicable margin, which varies from 2.00 % to 3.00 % depending on our Consolidated Net Leverage Ratio. We 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 %.
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 is 3.25 to 1.00 . The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00 . Availability under the Revolving Credit Facility may be limited by these financial covenants. The indenture governing the 2034 Senior Notes generally limits our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to the greater of (x) $350 million and (y) 100% of our EBITDA (as defined in such indenture). 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 September 30, 2026, we were in compliance with all of the covenants set forth in the Revolving Credit Agreement.
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Debt Issuance Costs, Discounts and Interest. We incurred $7.1 million of issuance costs related to the 2028 Senior Notes. These costs, net of accumulated amortization, were included as a reduction of long-term debt in our consolidated balance sheet. We were amortizing these costs to interest expense through the maturity date for the 2028 Senior Notes, using the straight-line method, which approximated the effective interest rate method. In the nine-month period ended September 30, 2026, we amortized $0.5 million to interest expense. In the three-month period ended September 30, 2026, we wrote off the debt issuance costs balance of $1.7 million associated with the retirement of the 2028 Senior Notes discussed above. In the three- and nine-month periods ended September 30, 2025, we amortized $0.6 million and $1.6 million, respectively, to interest expense.
We recorded a discount of $20 million related to the 2028 Senior Notes issued in October 2023. This cost, net of
accumulated amortization, was included as a reduction of long-term debt in our consolidated balance sheets. We were amortizing these costs to interest expense through the maturity date of the 2028 Senior Notes using the straight-line method, which approximated the effective interest rate method. In the nine-month period ended September 30, 2026, we amortized $2.3 million to interest expense. In the three-month period ended September 30, 2026, we wrote off the debt discount balance of $8.1 million associated with the retirement of the 2028 Senior Notes discussed above. In the three- and nine-month periods ended September 30, 2025, we amortized $1.1 million and $3.2 million, respectively, to interest expense.
We incurred $8.9 million of issuance costs related to the 2034 Senior Notes and $3.4 million of loan costs related to the Revolving Credit Agreement (including Amendment No. 2). 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 2034 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 2034 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. In the three- and nine-month periods ended September 30, 2026, we amortized $0.4 million and $0.7 million to interest expense, respectively.
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.
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.
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We estimated the aggregate fair market value of the 2034 Senior Notes to be $494 million as of September 30, 2026, based on quoted prices. Since the market for the 2034 Senior Notes is not an active market, the fair value of the 2034 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 September 30, 2026 and December 31, 2025. We did not sell any of our Angolan bonds in the three- and nine-month periods ended September 30, 2026 and 2025. We estimated the fair market value of the Angolan bonds to be $7.0
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. 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) attributable to Oceaneering 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, were $20 million as of September 30, 2026. This expense is generally being recognized on a straight-line basis over the applicable vesting period.
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For each of the restricted stock units granted in 2023 through September 30, 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 September 30, 2026 and December 31, 2025, respective totals of 1,777,536 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 $7.7 million as of September 30, 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 September 30, 2026, the grantee will be issued one share of our common stock for each unit vested three years after grant. As of September 30, 2026, 358,117 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 repurchased 2.8 million shares for $121 million through December 31, 2024. In the year ended December 31, 2025, we repurchased 1.8 million for $40 million. During the three- and nine-month periods ended September 30, 2026, we repurchased 0.1 million and 0.4 million shares for $5.0 million and $15 million, respectively. As of September 30, 2026, we retained 11 million of the shares we 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 (as defined below) 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:
◦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;
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◦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 directly 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 September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Subsea Robotics | Manufactured Products | OPG | IMDS | ADTech | Unallocated Expenses | Total | ||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of services and products | |||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity in income (losses) of unconsolidated affiliates | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Capital expenditures, including business acquisitions | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| 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. | ||||||||||||||||||||||||||||||||||||||||||||||
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| For the Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Subsea Robotics | Manufactured Products | OPG | IMDS | ADTech | Unallocated Expenses | Total | ||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of services and products | |||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity in income (losses) of unconsolidated affiliates | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Capital expenditures, including business acquisitions | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| 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. | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Subsea Robotics | Manufactured Products | OPG | IMDS | ADTech | Corporate and Other | Total | |||||||||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Property and Equipment, Net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
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| For the Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Subsea Robotics | Manufactured Products | OPG | IMDS | ADTech | Unallocated Expenses | Total | ||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of services and products | |||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity in income (losses) of unconsolidated affiliates | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Capital expenditures, including business acquisitions | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| 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. | ||||||||||||||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Subsea Robotics | Manufactured Products | OPG | IMDS | ADTech | Unallocated Expenses | Total | ||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||
| Cost of services and products | |||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of amounts capitalized | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Equity in income (losses) of unconsolidated affiliates | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Capital expenditures, including business acquisitions | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| 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. | ||||||||||||||||||||||||||||||||||||||||||||||
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| September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Subsea Robotics | Manufactured Products | OPG | IMDS | ADTech | Corporate and Other | Total | |||||||||||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Property and Equipment, Net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Depreciation and Amortization
Depreciation expense on property and equipment, reflected in Depreciation and Amortization for the three- and nine-month periods ended September 30, 2026, was $24 million and $70 million, respectively, and for the three- and nine-month periods ended September 30, 2025, was $22 million and $64 million, respectively.
Amortization expense on long-lived intangible assets, debt issuance costs and debt discount reflected in Depreciation and Amortization, for the three- and nine-month periods ended September 30, 2026 was $3.1 million and $11 million, respectively, and for the three- and nine-month periods ended September 30, 2025, was $4.1 million and $12 million, 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 September 30, 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- and nine-month periods ended September 30, 2026 were $0.52 and $1.53, respectively, as compared to $0.71 and $1.74, respectively, for the corresponding periods of the prior year. Our operating results for the three months ended September 30, 2026, as compared to the corresponding period of the prior year, increased by 7% on a 6% increase in revenue. These positive results were driven by improved results in Subsea Robotics and continued improved performance from our Offshore Projects Group (“OPG”). More broadly, our results demonstrate continued strength across our portfolio. All of our segments generated increased revenue and operating income, except for Integrity Management & Digital Solutions (“IMDS”), which was partially impacted by the ongoing Middle East conflict and Aerospace and Defense Technologies (“ADTech”), which was impacted by changes in contract mix, additional project-related costs and a one-time accrual recorded in connection with a previously disclosed contract dispute. Our operating results for the nine months ended September 30, 2026, as compared to the corresponding period of the prior year, were relatively flat on a 6% increase in revenue, driven by lower results in our IMDS segment, which was impacted by the ongoing conflict in the Middle East, and the unusually strong first quarter of 2025 for our OPG segment, partially offset by improved results on increased activity in our Manufactured Products and Subsea Robotics segments.
In the three- and nine-month periods ended September 30, 2026, we generated $163 million and $159 million, respectively, from operating activities. That compares to $101 million and $98 million, respectively, in the corresponding periods of the prior year. Partially offsetting this cash growth, we utilized approximately $39 million of cash for maintenance capital expenditures and approximately $22 million for growth capital expenditures in the first nine months of 2026 along with $18 million related to our third quarter debt refinancing, $15 million for the
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repurchase of our common stock and $8.6 million for payment of tax withholding related to vesting of stock awards. These items were the largest contributors to our $55 million increase in cash and restricted cash during the first nine months of 2026, as compared to a cash increase of $8.5 million during the first nine months of 2025.
During the third quarter of 2026, we completed a series of financing transactions that strengthened our capital structure, including the issuance of $500 million aggregate principal amount of 6.875% senior notes due 2034 (the “2034 Senior Notes”) and the amendment and extension of our senior secured revolving credit facility, which increased commitments to $345 million and extended the facility’s maturity to July 2031. These actions extended our debt maturity profile, reduced refinancing risk, and enhanced our long-term financial flexibility.
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 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 directly 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 | Nine Months Ended | ||||||||||||||||||||||||||||
| (dollars in thousands) | Sep 30, 2026 | Sep 30, 2025 | Sep 30, 2026 | Sep 30, 2025 | |||||||||||||||||||||||||
| Revenue | $ | 784,554 | $ | 742,898 | $ | 2,245,167 | $ | 2,115,582 | |||||||||||||||||||||
| Operating Income (Loss) | 92,153 | 86,508 | 238,178 | 239,169 | |||||||||||||||||||||||||
| Operating Income (Loss) % | 12 | % | 12 | % | 11 | % | 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. Similarly, 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 build on positive operational 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 position us to benefit from supportive offshore market conditions while continuing to provide safe, reliable and cost-effective solutions to our customers. 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 repairs that require 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 | Nine Months Ended | ||||||||||||||||||||||||||||
(dollars in thousands) | Sep 30, 2026 | Sep 30, 2025 | Sep 30, 2026 | Sep 30, 2025 | |||||||||||||||||||||||||
| Subsea Robotics | |||||||||||||||||||||||||||||
| Revenue | $ | 232,995 | $ | 218,767 | $ | 679,284 | $ | 643,529 | |||||||||||||||||||||
| Operating Income (Loss) | 75,363 | 65,142 | 197,196 | 189,279 | |||||||||||||||||||||||||
| Operating Income (Loss) % | 32 | % | 30 | % | 29 | % | 29 | % | |||||||||||||||||||||
| ROV Days Available | 23,000 | 23,000 | 68,250 | 68,250 | |||||||||||||||||||||||||
| ROV Days Utilized | 14,897 | 14,962 | 43,501 | 45,344 | |||||||||||||||||||||||||
| ROV Utilization | 65 | % | 65 | % | 64 | % | 66 | % | |||||||||||||||||||||
| Manufactured Products | |||||||||||||||||||||||||||||
| Revenue | 168,156 | 156,395 | 460,834 | 436,566 | |||||||||||||||||||||||||
| Operating Income (Loss) | 25,066 | 24,651 | 73,086 | 52,090 | |||||||||||||||||||||||||
| Operating Income (Loss) % | 15 | % | 16 | % | 16 | % | 12 | % | |||||||||||||||||||||
| Backlog at End of Period | 435,000 | 568,000 | 435,000 | 568,000 | |||||||||||||||||||||||||
| Offshore Projects Group | |||||||||||||||||||||||||||||
| Revenue | 172,523 | 171,046 | 490,742 | 485,268 | |||||||||||||||||||||||||
| Operating Income (Loss) | 24,222 | 23,692 | 72,585 | 81,021 | |||||||||||||||||||||||||
| Operating Income (Loss) % | 14 | % | 14 | % | 15 | % | 17 | % | |||||||||||||||||||||
| Integrity Management & Digital Solutions | |||||||||||||||||||||||||||||
| Revenue | 75,806 | 70,781 | 214,534 | 217,566 | |||||||||||||||||||||||||
| Operating Income (Loss) | 2,752 | 2,756 | 1,854 | 10,865 | |||||||||||||||||||||||||
| Operating Income (Loss) % | 4 | % | 4 | % | 1 | % | 5 | % | |||||||||||||||||||||
| Total Energy | |||||||||||||||||||||||||||||
| Revenue | $ | 649,480 | $ | 616,989 | $ | 1,845,394 | $ | 1,782,929 | |||||||||||||||||||||
| Operating Income (Loss) | 127,403 | 116,241 | 344,721 | 333,255 | |||||||||||||||||||||||||
| Operating Income (Loss) % | 20 | % | 19 | % | 19 | % | 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 | Nine Months Ended | ||||||||||||||||||||||||||||
| Sep 30, 2026 | Sep 30, 2025 | Sep 30, 2026 | Sep 30, 2025 | ||||||||||||||||||||||||||
| ROV | 75 | % | 77 | % | 77 | % | 78 | % | |||||||||||||||||||||
| Other | 25 | % | 23 | % | 23 | % | 22 | % | |||||||||||||||||||||
During the third quarter of 2026, Subsea Robotics revenue and operating income increased as compared to the corresponding period of the prior year primarily due to higher average ROV revenue per day utilized in 2026, reflecting a mix of improved pricing, and increased activity in our survey business. Subsea Robotics revenue and operating income increased for the nine-month period ended September 30, 2026, as compared to the corresponding period of the prior year primarily due to higher average revenue per day in 2026, reflecting a mix of
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improved pricing and the impact of non-recurring benefits and increased activity in our survey business, partially offset by a decrease in ROV utilization.
ROV fleet utilization was stable at 65% for the three-month period ended September 30, 2026 and 2025 as higher activity levels in Europe, Guyana and West Africa largely offset lower activity in the U.S. Gulf. Fleet utilization was 64% in the nine-month period ended September 30, 2026 as compared to 66% for the nine-month period ended September 30, 2025. For the nine-month period ended September 30, 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 nine-month period ended September 30, 2026 was 64% in drill support and 36% in vessel-based activity, as compared to 63% in drill support and 37% in vessel-based activity in the corresponding period of the prior year. 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 for the three-month period ended September 30, 2026 were relatively flat on higher revenue primarily due to the final resolution of a legacy mobility solutions project, resulting in the recognition of previously unresolved contract value, together with relatively stable activity in our umbilicals business, offset by lower activity and profitability in our clamp connector business. Our Manufactured Products operating results for the nine-month period ended September 30, 2026 improved on higher revenue as compared to the corresponding periods of the prior year primarily due to continued execution of higher margin backlog, increased profitability in our umbilicals and Rotator businesses and improved results in our mobility solutions product lines. Additionally, in the nine-month period ended September 30, 2026, we recorded an increase to our inventory reserve of $7.5 million and in the nine-month period ended September 30, 2025, we recorded an increase to our inventory reserve of $13 million related to our theme park ride business.
Our Manufactured Products backlog was $435 million as of September 30, 2026 compared to $568 million as of September 30, 2025, with the decrease reflecting the timing of awards. Our book-to-bill ratio was 0.77 for the trailing 12 months ended September 30, 2026, as compared to 0.82 for the trailing 12 months ended September 30, 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 revenue and operating results were relatively flat in the third quarter of 2026 as compared to the corresponding period of the prior year primarily due to benefits from international installation projects, which were partially offset by lower activity in West Africa and a less favorable project mix in the U.S. Gulf. Our OPG operating results decreased on higher revenue in the nine-month period ended September 30, 2026 as compared to the corresponding period of the prior year primarily due to an unusually strong first quarter of 2025, with the first nine months of 2026 reflecting more typical seasonality in the U.S. Gulf.
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 September 30, 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 ranging from the first quarter of 2027 to 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
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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 revenue was higher for the three-month period ended September 30, 2026, while operating results were relatively flat as compared to the corresponding period of the prior year, primarily due to increased activity levels in the Middle East, Europe and the U.S. Gulf, which was partially offset by lower activity in West Africa, a shift in project mix, and increased costs in the Middle East. Our IMDS operating results for the nine-month period ended September 30, 2026 were lower on decreased revenue, as compared to the corresponding period of the prior year primarily due to lower activity levels and related cost absorption, change in project mix, as well as increased personnel-related costs, primarily in the Americas and the Middle East.
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 | Nine Months Ended | ||||||||||||||||||||||||||||
| (dollars in thousands) | Sep 30, 2026 | Sep 30, 2025 | Sep 30, 2026 | Sep 30, 2025 | |||||||||||||||||||||||||
| Revenue | $ | 135,074 | $ | 125,909 | $ | 399,773 | $ | 332,653 | |||||||||||||||||||||
| Operating Income (Loss) | 14,749 | 16,557 | 39,285 | 43,521 | |||||||||||||||||||||||||
| Operating Income (Loss) % | 11 | % | 13 | % | 10 | % | 13 | % | |||||||||||||||||||||
Our ADTech segment revenue for the third quarter of 2026 increased as compared to the corresponding period of the prior year primarily due to increased activity in our Oceaneering Technologies (“OTECH”) business. Our ADTech segment operating results for the third quarter of 2026 decreased as compared to the corresponding period of the prior year primarily due to increases in pass-through activities during 2026 and changes in contract mix. Our ADTech segment revenue for the nine-month period ended September 30, 2026, increased as compared to the corresponding period of the prior year primarily due to increased activity in OTECH and our Marine Services Division. Our ADTech segment operating results for the nine-month period ended September 30, 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 along with changes in program cost mix. 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 directly 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, performance stock units and bonuses, as well as other general expenses plus general and administrative expenses related to corporate functions.
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The following table sets forth our Unallocated Expenses for the periods indicated:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
(dollars in thousands) | Sep 30, 2026 | Sep 30, 2025 | Sep 30, 2026 | Sep 30, 2025 | |||||||||||||||||||||||||
| Operating expenses | $ | (49,999) | $ | (46,290) | (145,828) | (137,607) | |||||||||||||||||||||||
| Operating expenses % of revenue | 6 | % | 6 | % | 6 | % | 7 | % | |||||||||||||||||||||
Our unallocated operating expenses for the three-month and nine-month periods ended September 30, 2026 were higher as compared to the corresponding periods 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 | Nine Months Ended | ||||||||||||||||||||||||||||
| (in thousands) | Sep 30, 2026 | Sep 30, 2025 | Sep 30, 2026 | Sep 30, 2025 | |||||||||||||||||||||||||
| Interest income | $ | 5,789 | $ | 3,704 | $ | 15,754 | $ | 10,365 | |||||||||||||||||||||
| Interest expense, net of amounts capitalized | (8,755) | (9,381) | (26,316) | (27,928) | |||||||||||||||||||||||||
| Equity in income (losses) of unconsolidated affiliates | 357 | 97 | 1,844 | 770 | |||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (19,034) | — | (19,034) | — | |||||||||||||||||||||||||
| Other income (expense), net | (1,439) | (1,021) | (449) | 5,325 | |||||||||||||||||||||||||
| Provision (benefit) for income taxes | 16,509 | 8,618 | 57,728 | 51,593 | |||||||||||||||||||||||||
Interest income for the three- and nine-month periods ended September 30, 2026 as compared to the corresponding periods of the prior year increased primarily due to higher average interest-earning 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 decreased for the three- and nine-month periods ended September 30, 2026 as compared to the corresponding periods of the prior year primarily due to the increase in capitalized interest along with a reduction in loan costs amortization and standby letter of credit fees. We recorded capitalized interest of $0.6 million and $1.4 million, respectively, in the three- and nine-month periods ended September 30, 2026 and $0.1 million and $0.2 million, respectively in the three- and nine-month periods ended September 30, 2025, related to the planned implementation of our new enterprise resource planning system.
In the three- and nine-month periods ended September 30, 2026, we recorded $19 million for loss on extinguishment of debt related to the repurchase of approximately $397 million principal amount of our 2028 Senior Notes. The redemption price was equal to 100% of the principal amount of the 2028 Senior Notes plus accrued and unpaid interest up to but not including the Redemption Date plus a “make-whole premium.” The make-whole premium of $1.9 million, costs associated with the Tender Offer of $7.3 million and the write-off of the unamortized discount and debt issuance costs of $9.8 million were recognized during the third quarter of 2026 related to the July 2026 debt repurchase, Tender Offer and redemption. These amounts were recorded in Loss on Extinguishment of Debt in our consolidated statements of operations during the three-month period ended September 30, 2026.
Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the three- and nine-month periods ended September 30, 2026, we incurred foreign currency transaction gains (losses) of $(2.1) million and $(0.3) million, respectively, and in the three- and nine-month periods ended September 30, 2025, we incurred foreign currency transaction gains (losses) of $(1.0) million and $5.5 million, respectively. These gains (losses) primarily resulted 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.
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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- and nine-month periods ended September 30, 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 ending December 31, 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 September 30, 2026, we had working capital of $921 million, including cash and cash equivalents of $735 million. Additionally, as of September 30, 2026, we had $345 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, and Amendment No. 2, dated July 6, 2026, the “Revolving Credit Agreement”). Availability under our 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.
As of September 30, 2026, our nearest maturity of indebtedness was $500 million of our 2034 Senior Notes. 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.
Cash flows for the nine months ended September 30, 2026 and 2025 are summarized as follows:
| Nine Months Ended | |||||||||||||||||||||||
| (in thousands) | Sep 30, 2026 | Sep 30, 2025 | |||||||||||||||||||||
| Changes in Cash: | |||||||||||||||||||||||
| Net Cash Provided by Operating Activities | $ | 159,122 | $ | 97,732 | |||||||||||||||||||
| Net Cash Used in Investing Activities | (58,998) | (68,518) | |||||||||||||||||||||
| Net Cash Used in Financing Activities | (45,170) | (35,693) | |||||||||||||||||||||
| Effect of exchange rates on cash | (355) | 14,955 | |||||||||||||||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | $ | 54,599 | $ | 8,476 | |||||||||||||||||||
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Operating activities
Our primary sources and uses of cash flows from operating activities for the nine months ended September 30, 2026 and 2025 are as follows:
| Nine Months Ended | ||||||||||||||||||||||||||
| (in thousands) | Sep 30, 2026 | Sep 30, 2025 | ||||||||||||||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||||||||||||||
| Net income (loss) | $ | 152,249 | $ | 176,108 | ||||||||||||||||||||||
| Non-cash items, net | 131,271 | 95,867 | ||||||||||||||||||||||||
| Accounts receivable and contract assets | (139,056) | (96,429) | ||||||||||||||||||||||||
| Inventory | 15,931 | (10,727) | ||||||||||||||||||||||||
| Current liabilities | 37,022 | (29,080) | ||||||||||||||||||||||||
| Other changes | (38,295) | (38,007) | ||||||||||||||||||||||||
| Net Cash Provided by (Used in) Operating Activities | $ | 159,122 | $ | 97,732 | ||||||||||||||||||||||
The decrease in cash related to accounts receivable and contract assets in the nine months ended September 30, 2026 reflects the timing of project milestones and customer payments. The increase in cash related to inventory in the nine months ended September 30, 2026 was primarily due to related reductions in our Manufactured Products inventory, exclusive of the $7.5 million write-down in the nine months ended September 30, 2026 associated with our theme park ride business and write-downs associated with inventory deemed to be obsolete. The increase in cash related to current liabilities in the nine months ended September 30, 2026 reflects the timing of vendor payments.
Investing activities
Our capital expenditures of $62 million were lower during the nine months ended September 30, 2026, as compared to $81 million in the nine months ended September 30, 2025, primarily due to higher capital expenditures in our Subsea Robotics segment in the nine months ended September 30, 2025 for ROV upgrades and replacements, as well as for growth in our OPG segment.
For the year ended December 31, 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 nine months ended September 30, 2026 and 2025, we used $45 million and $36 million, respectively, of cash in financing activities. In the nine months ended September 30, 2026, we received net proceeds of $491 million due to the issuance of our 2034 Senior Notes. These proceeds were reduced by $509 million used for the repurchase and redemption of $500 million of our 2028 Senior Notes (as defined below), $15 million used for the repurchase of 0.4 million shares of our common stock, along with $8.6 million for the payment of tax withholding related to vesting of stock award in the nine months ended September 30, 2026. In the nine months ended September 30, 2025, we used $30 million for the repurchase of 1.4 million shares of our common stock along with $5.5 million for the payment of tax withholding related to vesting of stock awards.
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”). On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of the 2034 Senior Notes and we used the net proceeds from the 2034 Senior Notes, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $500 million principal amount outstanding of the 2028 Senior Notes. We repurchased approximately $400 million principal amount of the 2028 Senior Notes for approximately $415 million. The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on July 6, 2026. As of September 30, 2026, we had long-term debt in the principal amount of $500 million outstanding consisting of our 2034 Senior Notes. In the nine months ended September 30, 2025, we did not repurchase or
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redeem any of the 2028 Senior Notes. For more on the 2028 or 2034 Senior Notes, see Note 6—“Debt” in the Notes to Consolidated Financial Statements included in this quarterly report.
As of September 30, 2026, we had $345 million of unused commitments under our Revolving Credit Facility. As of September 30, 2026, we were in compliance with all of the financial covenants set forth in the Revolving Credit Agreement. For more on our Revolving Credit Facility (including the financial covenants thereunder and Amendment No. 2 thereto), 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 2.8 million shares of our common stock for $121 million through December 31, 2024. In the year ended December 31, 2025, we repurchased 1.8 million shares for $40 million. During the three- and nine-month periods ended September 30, 2026, we repurchased 0.1 million shares for $5.0 million and 0.4 million shares for $15 million, respectively. As of September 30, 2026, we retained 11 million of the shares we 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 September 30, 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 8. “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 September 30, 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 September 30, 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 United States (“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 $5.2 million and $5.9 million, respectively, in the three- and nine-month periods ended September 30, 2026, and $0.5 million and $42 million, respectively, in the three- and nine-month periods ended September 30, 2025. 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 $(2.1) million and $(0.3) million, respectively, in the three- and nine-month periods ended September 30, 2026, and $(1.0) million and $5.5 million, respectively, in the three- and nine-month periods ended September 30, 2025. 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 September 30, 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 September 30, 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 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Equity Securities
Share repurchase activity during the three-month period ending September 30, 2026, was as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| July 1 - 31, 2026 | — | $ | — | — | 5,100,506 | |||||||||||||||||||||
| August 1 - 31, 2026 | 29,371 | $ | 51.09 | 29,371 | 5,071,135 | |||||||||||||||||||||
| September 1 - 30, 2026 | 71,667 | $ | 48.86 | 71,667 | 4,999,468 | |||||||||||||||||||||
| 101,038 | 101,038 | |||||||||||||||||||||||||
| (1) | All purchases during the covered periods were made under the share repurchase program, which was approved by our Board of Directors in December 2014 and which authorized the repurchase of up to 10 million shares of our common stock on a discretionary basis. Under the program, which has no expiration date, we had repurchased 2,825,427 shares for $ | |||||||||||||
Item 5. Other Information
On September 17, 2026, Holly D. Kriendler, Senior Vice President and Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) providing for the sale of up to 5,745 shares of the Company’s common stock. This trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement’s duration runs from December 16, 2026, through September 14, 2027, or earlier if all authorized shares are sold before that date. During the three months ended September 30, 2026, no other director or officer 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.
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Item 6. Exhibits
| Index to Exhibits | |||||||||||||||||||||||||||||||||||
| Registration or File Number | Form of Report | Report Date | Exhibit Number | ||||||||||||||||||||||||||||||||
| * | 3.01 | 1-10945 | 10-K | Dec. 2000 | 3.01 | ||||||||||||||||||||||||||||||
| * | 3.02 | 1-10945 | 8-K | May 2008 | 3.1 | ||||||||||||||||||||||||||||||
| * | 3.03 | 1-10945 | 8-K | May 2014 | 3.1 | ||||||||||||||||||||||||||||||
| * | 3.04 | 1-10945 | 8-K | Nov. 2022 | 3.01 | ||||||||||||||||||||||||||||||
| * | 4.01 | 1-10945 | 8-K | Jul. 2026 | 4.2 | ||||||||||||||||||||||||||||||
| * | 4.02 | 1-10945 | 8-K | Jul. 2026 | 4.3 | ||||||||||||||||||||||||||||||
| * | 10.01 | 1-10945 | 8-K | Jul. 2026 | 10.1 | ||||||||||||||||||||||||||||||
| 31.01 | |||||||||||||||||||||||||||||||||||
| 31.02 | |||||||||||||||||||||||||||||||||||
| 32.01 | |||||||||||||||||||||||||||||||||||
| 32.02 | |||||||||||||||||||||||||||||||||||
| 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. | ||||||||||||||||||||||||||||||||||
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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.
| October 22, 2026 | /S/ RODERICK A. LARSON | |||||||
Date | Roderick A. Larson | |||||||
President and Chief Executive Officer | ||||||||
(Principal Executive Officer) | ||||||||
| October 22, 2026 | /S/ MICHAEL W. SUMRULD | |||||||
Date | Michael W. Sumruld | |||||||
Senior Vice President and Chief Financial Officer | ||||||||
(Principal Financial Officer) | ||||||||
| October 22, 2026 | /S/ CATHERINE E. DUNN | |||||||
Date | Catherine E. Dunn | |||||||
Vice President and Chief Accounting Officer | ||||||||
(Principal Accounting Officer) | ||||||||
38
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 September 30, 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.
| October 22, 2026 | /S/ RODERICK A. LARSON | |||||||
Date | Roderick A. Larson | |||||||
President and Chief Executive Officer | ||||||||
(Principal Executive Officer) | ||||||||
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 September 30, 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.
| October 22, 2026 | /S/ MICHAEL W. SUMRULD | |||||||
Date | Michael W. Sumruld | |||||||
Senior Vice President and Chief Financial Officer | ||||||||
(Principal Financial Officer) | ||||||||
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 September 30, 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.
| October 22, 2026 | /S/ RODERICK A. LARSON | |||||||
Date | Roderick A. Larson | |||||||
President and Chief Executive Officer | ||||||||
(Principal Executive Officer) | ||||||||
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 September 30, 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.
| October 22, 2026 | /S/ MICHAEL W. SUMRULD | |||||||
| Date | Michael W. Sumruld | |||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||