oii-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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


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

Commission File Number: 1-10945

____________________________________________

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		95-2628227
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(713) 329-4500

(Registrant's telephone number, including area code)

Not Applicable

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

____________________________________________

Securities registered pursuant to Section 12(b) of the Act:


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

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

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

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


Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

☐ Yes þ No

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

Oceaneering International, Inc.

Form 10-Q

Table of Contents


Part I	Financial Information

Item 1.	Financial Statements
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Consolidated Statements of Comprehensive Income (Loss)
		Consolidated Statements of Cash Flows
		Consolidated Statements of Equity
		Notes to Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures

Part II	Other Information

Item 1.	Legal Proceedings
Item 5.	Other Information
Item 6.	Exhibits

Signatures


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


		Three Months Ended March 31,
(in thousands, except per share data)		2026		2025
Revenue		$	692,429	$	674,523
Cost of services and products		565,159		539,512
	Gross margin	127,270		135,011
Selling, general and administrative expense		69,482		61,539


	Income (loss) from operations	57,788		73,472
Interest income		5,061		3,644
Interest expense, net of amounts capitalized		(9,105)		(9,075)
Equity in income (losses) of unconsolidated affiliates		277		362
Other income (expense), net		808		975
	Income (loss) before income taxes	54,829		69,378
Provision (benefit) for income taxes		18,722		19,001
	Net Income (Loss)	$	36,107	$	50,377



Weighted-average shares outstanding
Basic		99,534		100,746
Diluted		100,613		101,903
Earnings (loss) per share
Basic		$	0.36	$	0.50
Diluted		$	0.36	$	0.49



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

Total other comprehensive income (loss)		3,570		20,336
	Comprehensive income (loss)	$	39,677	$	70,713



	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Oceaneering Shareholders' Equity		Non-controlling Interest		Total Equity
(in thousands)
Balance, December 31, 2025	$	27,709	$	80,454	$	(567,981)	$	1,926,486	$	(396,068)	$	1,070,600	$	6,063	$	1,076,663
Net income (loss)	—		—		—		36,107		—		36,107		—		36,107
Other comprehensive income (loss)	—		—		—		—		3,570		3,570		—		3,570
Stock-based compensation	—		(22,620)		19,035		—		—		(3,585)		—		(3,585)

Balance, March 31, 2026	$	27,709	$	57,834	$	(548,946)	$	1,962,593	$	(392,498)	$	1,106,692	$	6,063	$	1,112,755

	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Oceaneering Shareholders' Equity		Non-controlling Interest		Total Equity
(in thousands)
Balance, December 31, 2024	$	27,709	$	98,621	$	(555,350)	$	1,572,725	$	(429,446)	$	714,259	$	6,063	$	720,322
Net income (loss)	—		—		—		50,377		—		50,377		—		50,377
Other comprehensive income (loss)	—		—		—		—		20,336		20,336		—		20,336
Stock-based compensation	—		(24,307)		22,408		—		—		(1,899)		—		(1,899)
Treasury stock purchases	—		—		(10,008)				—		(10,008)		—		(10,008)
Balance, March 31, 2025	$	27,709	$	74,314	$	(542,950)	$	1,623,102	$	(409,110)	$	773,065	$	6,063	$	779,128


			Three Months Ended
(in thousands)			Mar 31, 2026		Mar 31, 2025
Business Segment:
	Energy
		Subsea Robotics	$	214,273	$	205,976
		Manufactured Products	143,648		135,037
		Offshore Projects Group	135,376		164,941
		Integrity Management & Digital Solutions	67,884		71,418
	Total Energy		561,181		577,372
	Aerospace and Defense Technologies		131,248		97,151
		Total	$	692,429	$	674,523



Geographic Operating Areas:
	Foreign:
		Africa	$	94,923	$	124,534
		United Kingdom	78,721		61,877
		Norway	69,981		54,748
		Brazil	61,474		62,159
		Asia and Australia	59,653		53,549
		Other	32,910		22,229
	Total Foreign		397,662		379,096
	United States		294,767		295,427
Total			$	692,429	$	674,523

Timing of Transfer of Goods or Services:
	Revenue recognized over time		$	644,135	$	626,476
	Revenue recognized at a point in time		48,294		48,047
Total			$	692,429	$	674,523


		For the Three Months Ended March 31, 2026
	(in thousands)	Subsea Robotics		Manufactured Products		OPG		IMDS		ADTech		Unallocated Expenses		Total

Revenue		$	214,273	$	143,648	$	135,376	$	67,884	$	131,248	$	—	$	692,429
Cost of services and products		144,333		107,642		106,967		61,187		114,879		30,151		565,159

Selling, general and administrative 1		14,432		9,921		10,065		7,695		8,258		19,111		69,482
Operating income (loss)		55,508		26,085		18,344		(998)		8,111		(49,262)		57,788
Interest income		—		—		—		—		—		5,061		5,061
Interest expense, net of amounts capitalized		—		—		—		—		—		(9,105)		(9,105)
Equity in income (losses) of unconsolidated affiliates		—		—		—		—		—		277		277
Other income (expense), net		—		—		—		—		—		808		808
Income (loss) before income taxes		$	55,508	$	26,085	$	18,344	$	(998)	$	8,111	$	(52,221)	$	54,829

Depreciation and amortization		$	13,718	$	2,774	$	4,755	$	1,942	$	1,006	$	2,976	$	27,171
Capital expenditures, including business acquisitions		$	8,523	$	1,082	$	2,401	$	2,241	$	1,347	$


	Three Months Ended March 31,
(in thousands)	2026		2025
Cash Flows from Operating Activities:
Net income (loss)	$	36,107	$	50,377
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	27,171		24,448


Deferred income tax provision (benefit)	3,568		106
Inventory write-downs	—		10,353
Net loss (gain) on sales of property and equipment	(26)		(188)
Noncash compensation	5,208		3,708
Noncash impact of lease accounting	418		450
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable and contract assets	(70,957)		(61,266)
Inventory	(6,638)		(8,280)

Other operating assets	(8,841)		(2,019)
Capitalized cloud-based service contract costs	(6,964)		(1,727)
Currency translation effect on working capital, excluding cash	(1,780)		4,558
Current liabilities	(32,840)		(90,411)
Other operating liabilities	(3,544)		(10,827)
Total adjustments to net income (loss)	(95,225)		(131,095)
Net Cash Provided by (Used in) Operating Activities	(59,118)		(80,718)
Cash Flows from Investing Activities:
Purchases of property and equipment	(17,405)		(26,088)





Proceeds from sale of property and equipment	36		520
Other investing activities	2,040		1,263
Net Cash Provided by (Used in) Investing Activities	(15,329)		(24,305)
Cash Flows from Financing Activities:

Employer tax withholding on settlement of shares	(8,794)		(5,607)
Purchases of treasury stock	—		(10,008)


	Three months ended
(in thousands)	Mar 31, 2026		Mar 31, 2025
Total contract assets, beginning of period	$	216,808	$	275,280
Revenue accrued	632,895		607,903
Amounts billed	(625,296)		(613,886)
Total contract assets, end of period	$	224,407	$	269,297


Total contract liabilities, beginning of period	$	115,033	$	140,697
Deferrals of milestone payments	58,687		35,713
Recognition of revenue for goods and services	(58,886)		(70,199)
Total contract liabilities, end of period	$	114,834	$	106,211