OCEANEERING INTERNATIONAL INC (OII)

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 six-month periods ended June 30, 2026 were $0.65 and $1.00, respectively, as compared to $0.54 and $1.03, respectively, for the corresponding periods of the prior year. Our operating results for the three months ended June 30, 2026, as compared to the corresponding period of the prior year, increased by 11% on a 10% increase in revenue. These positive results were largely driven by improvements from our Offshore Projects Group (“OPG”), where favorable project mix and operational execution drove better-than-expected revenue and profitability. More broadly, our results demonstrate continued strength across our portfolio. All of our segments generated increased revenue and operating income, except for Integrity Management and Digital Solutions (“IMDS”), which was partially impacted by the ongoing Middle East conflict. Our operating results for the six months ended June 30, 2026, as compared to the corresponding period of the prior year, decreased by 4% 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 segment.

Consistent with recent years, our cash balance declined during the six-month period ended June 30, 2026. We utilized approximately $25 million of cash for maintenance capital expenditures and approximately $16 million for growth capital expenditures in the first six months of 2026 along with $10 million for the 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 $59 million cash reduction during the first six months of 2026, as compared to a $63 million cash reduction during the first half of 2025.

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During the second quarter of 2026, we initiated a series of financing transactions designed to address the maturity of our 2028 senior notes. These transactions, completed during the third quarter of 2026, included the issuance of $500 million aggregate principal amount of 6.875% senior notes due 2034, the completion of a tender offer for the outstanding 2028 Senior Notes, and an amendment to the senior secured revolving credit facility. The amendment increased commitments from $215 million to $345 million and extended the facility’s maturity to July 2031. Together, these actions extended our debt maturity profile while preserving substantial liquidity and 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 Aerospace and Defense Technologies “(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:

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 continue driving the positive 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 continue to benefit us during the current upstream spending cycle that is consistent with the ongoing increase in global demand for energy. 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 repair that requires 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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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:

During the second 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 revenue per day in 2026, reflecting a mix of improved pricing, and increased activity in our survey business. Subsea Robotics revenue increased for the six-month period ended June 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 improved pricing and the impact of non

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Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with the information contained in “Part I. Item 1. Business,” “Part I. Item 1A. Risk Factors” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data” elsewhere in this annual report on Form 10-K. For management's discussion and analysis of our financial condition and results of operations for fiscal year 2024 as compared to fiscal year 2023, please refer to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on February 24, 2025 and March 4, 2025, respectively.

Certain statements in this annual report on Form 10-K, including, without limitation, statements regarding the following matters, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995:

•our business strategy;

•industry conditions and commodity pricing;

•seasonality;

•our expectations about 2026 revenue and results of operations, including items below the income from operations (“operating income”) line and segment operating results, and the factors underlying those expectations, including our expectations about demand and pricing for our energy services and products as a result of the factors we specify in “Overview of our Results” and “Results of Operations” below;

•our ability to successfully manage the integration of acquisitions, including the realization of synergies and opportunities for growth and innovation, and the challenges of divestitures;

•our expectations about the balance between energy transition and energy security;

•our emissions reduction targets;

•our backlog, to the extent backlog may be an indicator of future revenue or productivity;

•projections relating to floating rig demand and subsea tree installations;

•our expectations about our ROV fleet utilization, pricing and margins in the future;

•the adequacy of our sources of liquidity, cash flows and capital resources to support our operations and internally generated growth initiatives;

•the collectability of accounts receivable and realizability of contract assets at the amounts reflected on our most recent balance sheet;

•our future working capital needs and our projected capital expenditures for 2026;

•transactions we may engage in to manage our outstanding debt prior or maturity;

•our plans for future operations (including planned additions to and retirements from our remotely operated vehicle (“ROV”) fleet);

•our ability and intent to repatriate cash from foreign countries where we have operations;

•our expectations regarding shares that may be repurchased under our share repurchase plan; and

•our expectations regarding the implementation of new accounting standards and related policies, procedures and controls.

These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we refer to under the headings “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” in Part I of this report. 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.

Our Engagement in the Energy Transition

Oceaneering currently generates a substantial majority of its revenue from the oil and gas sector. Due to the continuing development of economies in developing countries, substantial projected population growth (particularly in developing countries), and the shortage of other sources of affordable, reliable, scalable and efficient energy, as well as rising worldwide demand for a myriad of products made with petrochemicals, we expect that the need for

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additional oil and gas exploration and development and inspection, maintenance and repair (“IMR”) activities will continue for decades to come. At the same time, due to increasing concerns about climate change, there is growing demand for cleaner hydrocarbon-based and renewable energy sources. We strive to meet the growing need for lower-carbon energy by assisting customers to reduce their carbon emissions in exploring for, developing and producing oil and natural gas, while also diversifying our business into new strategic growth areas in emerging energy and non-energy markets. We believe this measured approach ensures our resilience in an ever-changing market. Today, the impacts of climate-related risks and opportunities and balancing energy security with energy transition are influencing our strategy in the following ways:

•we are continuing to support our customers in producing oil and natural gas to meet global demand for energy, while developing methods to minimize their carbon footprint through increased efficiency and technological innovation;

•we are deploying our competencies and capabilities to serve the energy-transition markets, including those utilizing offshore wind installations (fixed and floating), nuclear, hydrogen, carbon capture and sequestration, and tidal energy technologies; and

•we are diversifying our businesses outside the energy industry into new strategic growth areas, such as mobility solutions and digital asset management, as well as increasing our participation in the defense and aerospace sectors.

We are committed to the research and development of products and services designed to assist our Energy business (defined below) customers in producing energy safely and securely, with decreased risk to humans and marine life, and reduced environmental impacts. For example, we established our first Onshore Remote Operation Center (“OROC”) in Norway in 2015 and have since set up additional dedicated sites in the United States (“U.S.”), Brazil and United Kingdom (“U.K.”) OROCs enable customers to reduce their carbon footprint by relocating offshore workers to onshore control centers, thereby enhancing human health and safety, fostering greater collaboration and enabling faster responses to real-time events.

We are also committed to reducing our own energy consumption and the greenhouse gas emissions attributable to our operations. With the help of a third-party consultant over the past several years, we performed a global review of our assets and operations and identified our Scope 1 and Scope 2 emissions for our 2022 baseline in accordance with best practice greenhouse gas accounting methodologies, including the Greenhouse Gas Protocol. In 2023, we established and announced our 2030 greenhouse gas Scope 1 and Scope 2 emission reduction targets against a 2022 baseline. Our 2025 Task Force on Climate-Related Financial Disclosures Report (the “TCFD Report,” which is not incorporated by reference in this Annual Report) outlines our continued commitment to managing the risks and opportunities from climate change and contains our emissions reduction targets as well as our 2022, 2023 and 2024 Scope 1 and Scope 2 greenhouse gas emissions data. Our capital investments and expenses required to achieve our goals cannot be estimated at this time.

Overview of Our Results

The table that follows sets out our revenue and operating income for 2025 and 2024.

We operate in five business segments. Our business 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 (“Aerospace and Defense Technologies” or “ADTech”). Our four business segments within the Energy business are Subsea Robotics, Manufactured Products, Offshore Projects Group (“OPG”) and Integrity Management & Digital Solutions (“IMDS”). We report our ADTech business as one segment. Our Unallocated Expenses are expenses not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses, including corporate administrative expenses.

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Our business primarily depends on the level of spending on offshore developments and related operating activities by our customers in the energy industry. Compared to 2024, our 2025 revenue increased 5% to $2.8 billion, with revenue growth in all of our operating segments, except IMDS. Consistent with the prior year, we generated a substantial majority of our revenue from services and products we provided to the energy industry in 2025. Consolidated operating income improved during 2025 as compared to 2024 with increases in all of our segments.

We had operating income of $305 million in 2025 and operating income of $246 million in 2024. In 2025, on a consolidated level, we had net income of $354 million, or diluted earnings of $3.49 per share, compared to net income of $147 million, or diluted earnings of $1.44 per share, in 2024. The increases in 2025 operating income as compared to 2024 were primarily due to higher revenue in all of our segments, except for IMDS, as a result of the realization of improved pricing in energy markets and growth in our energy businesses. The increase in net income and diluted earnings per shares in 2025 as compared to 2024, was due to increased operating income, along with an income tax benefit resulting primarily from the release of U.S. valuation allowances. All of our segments achieved improved sequential annual operating income, led by our Manufactured Products segment.

During the year ended December 31, 2025, our cash balance increased $191 million as compared to December 31, 2024. We generated $319 million from operating activities, along with a $14 million cash increase as a result of favorable movements in exchange rates, and the sale of a vessel in 2025 for $8.9 million. Partially offsetting these increases were $57 million maintenance capital expenditures, $54 million of growth capital expenditures and $40 million for repurchases of shares of our common stock.

We use our ROVs to provide drill support, vessel-based IMR, subsea hardware installation, construction, and pipeline inspection services to customers in the energy industry. Most of our ROVs have historically been used to provide drill support services. Therefore, the contracted number of floating drilling rigs is a leading market indicator for this business. The following table shows average floating rigs under contract and our ROV utilization.

Demand for floating rigs is a leading indicator of the strength of the deepwater market. According to comprehensive industry data compiled and published by a leading provider of financial data and market intelligence, excluding rigs under construction, at the end of 2025 there were 186 floating drilling rigs in operation

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