OII

EX-99.1

2 exhibit_991x8kx1qx2026.htm

EX-99.1 OCEANEERING 1Q 2026 EARNINGS RELEASE

Document

Exhibit 99.1

Oceaneering Reports First Quarter 2026 Results

HOUSTON, April 22, 2026 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported first quarter 2026 results.

First Quarter 2026 Results

•As compared to the first quarter of 2025:

◦Revenue was $692 million, an increase of 3%.

◦Operating income was $57.8 million, a decrease of 21%.

◦Net income was $36.1 million, a decrease of 28%.

◦Adjusted EBITDA was $83.7 million, a decrease of 13%.

•Cash Flow

◦Cash flow used in operating activities was $(59.1) million.

◦Free cash flow was $(76.5) million.

◦Quarter-end cash and cash equivalents totaled $607 million, compared to $382 million at the end of the same period last year.

Rod Larson, Oceaneering's President and Chief Executive Officer, commented, "Our first quarter unfolded largely as expected, driven by strong activity in Aerospace and Defense Technologies (ADTech). All of our energy segments produced results consistent with guidance with the exception of Integrity Management and Digital Solutions (IMDS), which was impacted by the Middle East conflict. Our consolidated adjusted EBITDA of $83.7 million was within our guidance range; however, results were impacted by the expected resolution of an ADTech contract dispute. Excluding that item, consolidated adjusted EBITDA would have been at the upper end of our guidance range.

"We also achieved several notable commercial and technology milestones during the quarter. On a consolidated basis, we generated total orders of approximately $1 billion. This included just over $300 million in Subsea Robotics (SSR) awards, with ROV contract terms extending into 2031, and $175 million in ADTech awards. We continued to develop our autonomous systems portfolio, including our Freedom™ platform. One commercial unit is currently operating in West Africa and we are progressing toward testing and customer demonstration of a specialized unit for the Defense Innovation Unit (DIU), reinforcing our position as a provider of dual-use technology in the energy and growing defense markets.

"Considering the balance of 2026, we continue to believe that ADTech will be our primary growth driver. We also anticipate that offshore activity levels will improve in the second half of the year. This outlook, combined with our backlog, gives us the confidence to maintain our full-year EBITDA guidance range of $390 million to $440 million."

Updated 2026 Guidance

Full-year 2026 consolidated and segment guidance remains as provided in the fourth quarter 2025 earnings release and conference call, with the exception of IMDS operating income, which is expected to increase year over year but at a lower level than previously anticipated. In addition, the Manufactured Products book-to-bill ratio is expected to be in the range of 0.9 to 1.0 for the full year.

1

First Quarter 2026 Segment Results

As compared to the first quarter of 2025:

•SSR revenue increased to $214 million; however, operating income decreased 7% to $55.5 million and EBITDA margin declined to 32%. This was primarily attributable to a decline in ROV fleet utilization from 67% to 61%. Results were also impacted by geographic mix and costs associated with development of the Freedom™ vehicle for the DIU and deployment of the Ocean Intervention II. ROV revenue per day utilized increased to $12,401, reflecting a mix of improved pricing and discrete first-quarter items.

•Manufactured Products operating income increased to $26.1 million and margin expanded to 18% on a 6% increase in revenue. These improvements were driven by continued execution of higher-margin backlog and strong performance in Rotator valves. As of March 31, 2026, backlog was $492 million, with the decrease due to the timing of awards. The book-to-bill ratio was 0.91 for the 12-month period ending on March 31, 2026.

•As anticipated, Offshore Projects Group (OPG) operating income of $18.3 million was lower and margin declined to 14% on an 18% decrease in revenue. The year-over-year decline primarily reflects the comparison to an unusually strong first quarter of 2025, with the first quarter of 2026 reflecting more typical seasonality in the U.S. Gulf and decreased international activity.

•IMDS revenue decreased by 5% and operating income decreased by $4.5 million on lower volume in West Africa and Australia. Activity in the Middle East, which was expected to grow, was flat in the first quarter due to the recent conflict.

•ADTech revenue increased 35% to $131 million, driven by higher activity tied to the large contract awarded in 2025 and increased submarine repair and maintenance activity. Operating income decreased 24% to $8.1 million and margin declined to 6% due to an accrual associated with the aforementioned resolution of a contract dispute.

•At the corporate level, Unallocated Expenses increased 10% to $49.3 million, consistent with expe

oii-20260218OCEANEERING INTERNATIONAL INCfalse000007375600000737562026-02-182026-02-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2026

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-10945 95-2628227

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

5875 North Sam Houston Parkway West, Suite 400 Houston, TX 77086 (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.25 per share OII New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2): Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.

On February 18, 2026, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the fourth quarter ended December 31, 2025. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

99.1Press Release of Oceaneering International, Inc., dated February 18, 2026.

104Cover Page Interactive Data File (embedded within the Inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCEANEERING INTERNATIONAL, INC.

Date:February 18, 2026 By:

/S/ CATHERINE E. DUNN

Catherine E. Dunn Vice President and Chief Accounting Officer

oii-20251022OCEANEERING INTERNATIONAL INCfalse000007375600000737562025-10-222025-10-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2025

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-10945 95-2628227

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

5875 North Sam Houston Parkway West, Suite 400 Houston, TX 77086 (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (713) 329-4500

N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, par value $0.25 per share OII New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2): Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.

On October 22, 2025, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the third quarter ended September 30, 2025. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

99.1Press Release of Oceaneering International, Inc., dated October 22, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCEANEERING INTERNATIONAL, INC.

Date:October 22, 2025 By:

/S/ CATHERINE E. DUNN

Catherine E. Dunn Vice President and Chief Accounting Officer