oii-20260630

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	June 30, 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 July 17, 2026: 99,529,645

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 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.	Other Information
Item 6.	Exhibits

Signatures

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	Jun 30, 2026		Dec 31, 2025
(in thousands, except share data)
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	629,473	$	688,874
Accounts receivable, net	414,360		308,488
Contract assets, net	230,873		216,808
Inventory, net	197,726		201,595
Other current assets	107,835		96,635
Total Current Assets	1,580,267		1,512,400
Property and equipment, at cost	2,144,148		2,174,535
Less accumulated depreciation	1,700,919		1,722,842
Net property and equipment	443,229		451,693
Other Assets:
Goodwill	50,789		51,023
Deferred tax assets	164,791		173,133
Other noncurrent assets	154,562		129,254
Right-of-use operating lease assets	295,200		349,751
Total other assets	665,342		703,161
Total Assets	$	2,688,838	$	2,667,254
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	151,259	$	174,722
Accrued liabilities	449,873		471,971
Contract liabilities	125,100		115,033
Total current liabilities	726,232		761,726
Long-term debt	490,245		487,417
Long-term operating lease liabilities	217,543		257,269
Other long-term liabilities	86,034		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	60,888		80,454
Treasury stock; 11,305,155 and 11,473,997 shares, at cost	(556,640)		(567,981)
Retained earnings	2,027,608		1,926,486
Accumulated other comprehensive loss	(395,409)		(396,068)
Oceaneering shareholders' equity	1,164,156		1,070,600
Noncontrolling interest	4,628		6,063
Total equity	1,168,784		1,076,663
Total Liabilities and Equity	$	2,688,838	$	2,667,254

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

Table of Contents

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)		2026		2025		2026		2025
	Revenue	$	768,184	$	698,161	$	1,460,613	$	1,372,684
	Cost of services and products	611,202		549,734		1,176,361		1,089,246
Gross margin		156,982		148,427		284,252		283,438
	Selling, general and administrative expense	68,745		69,238		138,227		130,777


Income (loss) from operations		88,237		79,189		146,025		152,661
	Interest income	4,904		3,017		9,965		6,661
	Interest expense, net of amounts capitalized	(8,456)		(9,472)		(17,561)		(18,547)
	Equity in income (losses) of unconsolidated affiliates	1,210		311		1,487		673
	Other income (expense), net	182		5,371		990		6,346
Income (loss) before income taxes		86,077		78,416		140,906		147,794
	Provision (benefit) for income taxes	22,497		23,974		41,219		42,975
Net income (loss)		63,580		54,442		99,687		104,819
	Net income (loss) attributable to noncontrolling interest	(1,435)		—		(1,435)		—
Net income (loss) attributable to Oceaneering		$	65,015	$	54,442	$	101,122	$	104,819

Weighted-average shares outstanding
Basic		99,672		100,558		99,603