Financial Analysis

EMPLOYEE BENEFIT PLANS Retirement Investment Plans. We have several employee retirement investment plans that, taken together, cover most of our full-time employees. The Oceaneering Retirement Investment Plan is a 401(k) plan in which U.S. employees may participate by deferring a portion of their gross monthly salary and directing us to contribute the deferred amount to the plan. We match a portion of the employees' deferred compensation. Our contributions to the 401(k) plan were $26 million, $24 million and $23 million for the plan years ended December 31, 2025, 2024 and 2023, respectively. We also make matching contributions to foreign employee savings plans similar in nature to a 401(k) plan. In 2025, 2024 and 2023, these contributions, principally related to plans associated with the U.K. and Norwegian subsidiaries, were $16 million, $14 million and $12 million, respectively. The Oceaneering International, Inc. Supplemental Executive Retirement Plan covers selected key management employees and executives, as approved by the Compensation Committee of our Board of Directors (the Compensation Committee). Under this plan, we accrue an amount determined as a percentage of the participant's gross monthly salary and the amounts accrued are treated as if they are invested in one or more investment vehicles pursuant to this plan. Net expenses related to this plan during 2025, 2024 and 2023 were $3.2 million, $1.9 million and $1.3 million, respectively. Incentive Plans. Under our S …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

DEBT The carrying value of long-term debt consisted of the following: December 31, (in thousands) 2025 2024 6.000% Senior Notes due 2028 $ 500,000 $ 500,000 Unamortized discount and debt issuance costs (12,583) (17,991) Long-term Debt $ 487,417 $ 482,009 2024 Senior Notes. In November 2014, we completed the public offering of $500 million aggregate principal amount of 4.650% Senior Notes due 2024 (the 2024 Senior Notes). We paid interest on the 2024 Senior Notes on May 15 and November 15 of each year. The 2024 Senior Notes were scheduled to mature on November 15, 2024. In the year ended December 31, 2021, we repurchased $100 million in aggregate principal amount of the 2024 Senior Notes in open-market transactions. The aggregate purchase price in the year ended December 31, 2021 included accrued and unpaid interest to the repurchase date of $0.7 million, and we recorded loss on extinguishment of debt of $1.1 million (including premiums and fees associated with the repurchases). On October 2, 2023, we repurchased $312 million principal amount of the 2024 Senior Notes at par plus accrued and unpaid interest of $5.5 million for approximately $318 million in the Tender Offer (as defined herein). On November 2, 2023 (the Redemption Date), after delivering a notice to the holders of the 2024 Senior Notes, we redeemed all of the remaining $88 million principal amount outstanding of the 2024 Senior Notes at par, pursuant to our optional redemption right under the indenture governing …

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REVENUE Revenue by Category The following table presents revenue disaggregated by business segment, geographical region, and timing of transfer of goods or services. Year Ended December 31, (in thousands) 2025 2024 2023 Business Segment: Energy: Subsea Robotics $ 855,216 $ 829,822 $ 752,521 Manufactured Products 568,971 555,500 493,692 Offshore Projects Group 616,045 591,037 546,366 Integrity Management & Digital Solutions 284,020 291,866 255,282 Total Energy 2,324,252 2,268,225 2,047,861 Aerospace and Defense Technologies 459,904 392,936 376,845 Total $ 2,784,156 $ 2,661,161 $ 2,424,706 Year Ended December 31, (in thousands) 2025 2024 2023 Geographic Operating Areas: Foreign: Africa $ 417,615 $ 434,536 $ 331,891 United Kingdom 289,575 291,464 205,886 Norway 259,201 233,134 189,802 Brazil 248,064 229,534 202,892 Asia and Australia 228,445 210,582 274,160 Other 97,811 134,106 189,694 Total Foreign 1,540,711 1,533,356 1,394,325 United States 1,243,445 1,127,805 1,030,381 Total $ 2,784,156 $ 2,661,161 $ 2,424,706

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"INCOME TAXES The components of income (loss) before income taxes are as follows: Year Ended December 31, (in thousands) 2025 2024 2023 Domestic $ 41,660 $ (8,897) $ (62,294) Foreign 244,240 233,813 223,349 Income (loss) before income taxes $ 285,900 $ 224,916 $ 161,055 The components of the income tax provision (benefit) applicable for domestic and foreign taxes are as follows: Year Ended December 31, (in thousands) 2025 2024 2023 Current income tax expense (benefit): U.S. federal $ 704 $ 842 $ 2,004 U.S. state and local 1,645 39 Foreign 70,393 87,899 88,394 Total current income tax expense (benefit) 72,742 88,741 90,437 Deferred income tax expense (benefit): U.S. federal (137,834) (170) U.S. state and local (7,608) Foreign 4,839 (11,293) (26,615) Total deferred income tax expense (benefit) (140,603) (11,293) (26,785) Total income tax expense (benefit): U.S. federal (137,130) 842 1,834 U.S. state and local (5,963) 39 Foreign 75,232 76,606 61,779 Total income tax expense (benefit) $ (67,861) $ 77,448 $ 63,652 The components of cash paid for income taxes are paid for the year ended December 31, 2025, and total amounts for the years ended December 31, 2024 and 2023, are as follows: Year Ended December 31, (in thousands) 2025 2024 2023 U.S. federal $ 2,088 U.S. state and local 249 Foreign: Angola 20,388 Brazil 16,647 Equatorial Guinea 11,276 United Kingdom 7,938 Canada 7,092 Norway 5,666 Other foreign jurisdictions 30,166 Total foreign 99,173 Total cash taxes paid, net $ 101,510 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Litigation. In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things: performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and workers compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims. Although we cannot predict the ultimate outcome of these matters, we believe that our ultimate liability, if any, that may result from these other actions and claims will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, because of the inherent uncertainty of litigation and other dispute resolution proceedings and, in some cases, the availability and amount of potentially available insurance, we can provide no assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal period in which that resolution occurs. …

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LEASES Supplemental information about our operating leases follows: December 31, (in thousands) 2025 2024 Assets: Right-of-use operating lease assets $ 349,751 $ 334,721 Liabilities: Current $ 128,453 $ 131,415 Noncurrent 257,269 238,325 Lease liabilities $ 385,722 $ 369,740 December 31, 2025 2024 Lease Term and Discount Rate: Weighted-average remaining lease term (years) 5.8 6.0 Weighted-average discount rate 6.0 % 5.9 % No impairments of right-of-use operating leases were recorded in the years ended December 31, 2025 and 2024. Operating lease cost reflects the lease expense resulting from amortization over the respective lease terms of our operating leases with initial lease terms greater than 12 months. Our short-term lease cost consists of expense for our operating leases with initial lease terms of 12 months or less that are not recorded on our balance sheet. The components of lease cost are as follows: Year ended December 31, (in thousands) 2025 2024 Lease Cost: Operating lease cost Operating lease cost $ 148,255 $ 134,708 Short-term lease cost Short-term lease cost 49,392 56,477 Total Lease Cost $ 197,647 $ 191,185 As of December 31, 2025, future maturities of lease liabilities for our operating leases with an initial lease term of more than 12 months were as follows: (in thousands) For the year ended December 31, 2026 $ 145,945 2027 83,641 2028 57,991 2029 32,174 2030 26,182 Thereafter 107,145 Total lease payments 453,078 Less: Interest (67,356) Present Value of Opera …

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REVENUE Revenue by Category The following table presents revenue disaggregated by business segment, geographical region, and timing of transfer of goods or services. Year Ended December 31, (in thousands) 2025 2024 2023 Business Segment: Energy: Subsea Robotics $ 855,216 $ 829,822 $ 752,521 Manufactured Products 568,971 555,500 493,692 Offshore Projects Group 616,045 591,037 546,366 Integrity Management & Digital Solutions 284,020 291,866 255,282 Total Energy 2,324,252 2,268,225 2,047,861 Aerospace and Defense Technologies 459,904 392,936 376,845 Total $ 2,784,156 $ 2,661,161 $ 2,424,706 Year Ended December 31, (in thousands) 2025 2024 2023 Geographic Operating Areas: Foreign: Africa $ 417,615 $ 434,536 $ 331,891 United Kingdom 289,575 291,464 205,886 Norway 259,201 233,134 189,802 Brazil 248,064 229,534 202,892 Asia and Australia 228,445 210,582 274,160 Other 97,811 134,106 189,694 Total Foreign 1,540,711 1,533,356 1,394,325 United States 1,243,445 1,127,805 1,030,381 Total $ 2,784,156 $ 2,661,161 $ 2,424,706 Year Ended December 31, (in thousands) 2025 2024 2023 Timing of Transfer of Goods or Services: Revenue recognized over time $ 2,582,447 $ 2,474,830 $ 2,272,160 Revenue recognized at a point in time 201,709 186,331 152,546 Total $ 2,784,156 $ 2,661,161 $ 2,424,706 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 custo …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA Business Segment Information. We are a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace and manufacturing industries. Our five reportable segments are Subsea Robotics, Manufactured Products, Offshore Projects Group, Integrity Management & Digital Solutions and Aerospace and Defense Technologies. Our Energy business leverages our asset base and capabilities for providing services and products for offshore energy operations, inclusive of the offshore renewables 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: …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering International, Inc. (Oceaneering, we, us or our) 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 accounting principles generally accepted in the United States (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 reclas …

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EARNINGS (LOSS) PER SHARE, SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLAN Earnings (Loss) per Share. For each period presented, the only difference between our calculated weighted-average basic and diluted number of shares outstanding is the effect of outstanding restricted stock units and beginning in 2026, also performance stock units. In periods where we have a net loss, the effect of our outstanding restricted stock units is anti-dilutive and therefore does not increase our diluted shares outstanding. For each period presented, our net income (loss) allocable to both common shareholders and diluted common shareholders is the same as our net income (loss) in our consolidated statements of operations. Share-Based Compensation. Annually, the Compensation Committee of our Board of Directors (the Compensation Committee) issues to certain of our key executives and employees annual long-term incentive awards of restricted stock units, which are settled in shares of our common stock, and performance-based award of performance units, which were paid in cash prior to the 2026 awards and in shares of our common stock beginning with the 2026 awards. In addition, grants of restricted stock are issued to our nonemployee directors and generally vest in full on the first anniversary of the award date, conditional upon continued service as a director. Each grantee of shares of restricted stock is deemed to be the record owner of those shares during the restriction period, with the rig …

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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 six-month periods ended June 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 $11 million in other long-term liabilities on our …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 Six Months Ended (in thousands) Jun 30, 2026 Jun 30, 2025 Jun 30, 2026 Jun 30, 2025 Business Segment: Energy Subsea Robotics $ 232,016 $ 218,786 $ 446,289 $ 424,762 Manufactured Products 149,030 145,134 292,678 280,171 Offshore Projects Group 182,843 149,281 318,219 314,222 Integrity Management & Digital Solutions 70,844 75,367 138,728 146,785 Total Energy 634,733 588,568 1,195,914 1,165,940 Aerospace and Defense Technologies 133,451 109,593 264,699 206,744 Total $ 768,184 $ 698,161 $ 1,460,613 $ 1,372,684 Geographic Operating Areas: Foreign: Africa $ 102,896 $ 97,349 $ 197,819 $ 221,883 United Kingdom 108,367 74,273 187,088 136,150 Norway 83,729 65,996 153,710 120,744 Brazil 66,959 62,736 128,433 124,895 Asia and Australia 66,823 60,436 126,476 113,985 Other 37,365 23,660 70,275 45,889 Total Foreign 466,139 384,450 863,801 763,546 United States 302,045 313,711 596,812 609,138 Total $ 768,184 $ 698,161 $ 1,460,613 $ 1,372,684 Timing of Transfer of Goods or Services: Revenue recognized over time $ 714,185 $ 646,346 $ 1,358,320 $ 1,272,822 Revenue recognized at a point in time 53,999 51,815 102,293 99,862 Total $ 768,184 $ 698,161 $ 1,460,613 $ 1,372,684 Contract Balances Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the contract …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

BUSINESS SEGMENT INFORMATION We are a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. Our five reportable segments are Subsea Robotics, Manufactured Products, Offshore Projects Group, Integrity Management & Digital Solutions and Aerospace and Defense Technologies. Our Energy business leverages our asset base and capabilities for providing services and products for offshore energy operations, inclusive of the offshore renewable energy market. Our Energy segments are: Subsea Robotics Our Subsea Robotics segment provides the following: 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 rise …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

SUBSEQUENT EVENTS On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of the 2034 Notes. We will pay interest on the 2034 Notes on January 15 and July 15 of each year, commencing on January 15, 2027. The 2034 Notes are scheduled to mature on July 15, 2034. We may redeem some or all of the 2034 Notes at specified redemption prices. We received proceeds from the offering of the 2034 Notes of approximately $492 million, after initial purchasers discounts and offering expenses. On July 6, 2026, we entered into an Agreement and Amendment No. 2 to the Revolving Credit Agreement, with certain of our subsidiaries, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent (the Amendment No. 2), which amended 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, 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 2027 to 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 3.2 …

SubsequentEventsTextBlock · excerpt; the full note is in the filing