NYSE: OII

We intend to continue our strategy of acquiring, as opportunities arise, additional assets or businesses, to improve our market position or expand into related service and product lines. Our most recent acquisition was in October 2024, when we acquired Global Design Innovation Ltd. (“GDi”), a U.K.-based provider of digital and software services, for approximately $33 million. This acquisition is a key step in Oceaneering’s strategy to advance its digital capabilities and broaden the solutions available to our global customers.

We continue to focus on generating significant free cash flow and spending capital prudently to leverage our core competencies in new and existing markets. We will continue to develop and deliver technologies to help our customers produce hydrocarbons in a cleaner, safer and more cost-effective manner while increasing our investments into new markets including aerospace and defense solutions, digital asset management, energy transition and mobility solutions.

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 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.

Subsea Robotics. Our Subsea Robotics segment consists of our work-class remotely operated vehicles (“ROVs”), survey services and ROV tooling businesses. We provide work-class ROVs, which are tethered submersible vehicles remotely operated from the surface, to customers in the offshore energy industry for drill support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair (“IMR”). We design, build, retrofit and upgrade our new and existing ROVs at in-house facilities, the largest of which is in Morgan City, Louisiana. In 2025, we retired sixteen of our conventional work-class ROV systems and replaced them with sixteen upgraded conventional work-class ROV systems.

Our work-class ROV fleet size was 250 as of December 31, 2025, 2024 and 2023 and included eight IsurusTM work-class ROV systems (which are capable of operating in high-current conditions and are ideal for renewables projects and high-speed surveys) and our battery-operated Liberty electric ROV (“E-ROV”) system, which we developed to

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address customer objectives regarding cost and personnel efficiencies, along with safety and environmental considerations. The E-ROV system allows our customers to reduce carbon dioxide and other “greenhouse gas“ (“GHG”) emissions associated with offshore production operations. This system does not require a dedicated vessel to be on standby during ROV operations and reduces the need for ROV and other vessel-based personnel to be transported to and from marine vessels and offshore platforms, making the system more cost-efficient and safer for our customers. Additionally, we offer Freedom, a hybrid autonomous underwater vehicle (“AUV”) and ROV that can complete surveys, commissioning, inspections, maintenance, and repairs without the need for a pilot to monitor and control the entire operation. Freedom combines the data resolution and completeness of coverage in a single pass usually only obtainable using an ROV, but with the speed and efficiency of a traditional AUV. We intend to continue to expand our remote service offerings in this segment given the potentially significant savings both financially and in CO₂ emissions available from Freedom, Liberty and IsurusTM systems.

Our ROV tooling provides an operational interface between the ROV and subsea equipment. Our survey services business includes hydrographic survey and positioning services and autonomous underwater vehicles for geoscience. As part of our survey business, our C-Nav® satellite positioning services provide high-accuracy, global navigation satellite system (“GNSS”) corrections designed to support offshore navigation and marine operations with reliable and redundant positioning capability.

Manufactured Products. Our Manufactured Products segment provides distribution systems, such as production control umbilicals and connection systems made up of specialty subsea hardware, along with clamp connectors and subsea and topside control valves. We also provide turnkey solutions that include project management, engineering design, fabrication, assembly and installation of autonomous mobile robotic technology to industrial, manufacturing, healthcare and warehousing markets.

We provide various types of subsea umbilicals through our Umbilical Solutions division from facilities in the United States, Scotland and Brazil. Offshore operators use umbilicals to control subsea wellhead hydrocarbon flow rates, monitor downhole and wellhead conditions and perform chemical injection. Subsea umbilicals are also used to provide power and fluids to other subsea processing hardware, including pumps and gas separation equipment.

Offshore Projects Group. Our Offshore Projects Group (“OPG”) segment provides a broad portfolio of integrated subsea project capabilities and solutions as follows:

•subsea installation and intervention, including riserless light well intervention (“RLWI”) services, IMR services, principally in the United States (“U.S.”) Gulf and offshore Africa, utilizing owned and chartered vessels;

•installation and workover control systems (“IWOCS”) and ROV workover control systems (“RWOCS”);

•diving services;

•decommissioning services;

•project management and engineering; and

•drill pipe riser services and systems and wellhead load relief solutions.

Our OPG segment provides vessel-based services principally in the U.S. Gulf and offshore Africa, utilizing a fleet consisting of two owned and five chartered dynamically positioned deepwater vessels with integrated high-specification work-class ROVs onboard, and one owned survey vessel, other spot-chartered vessels and other assets. Our owned vessels are Jones Act-compliant. The dynamically positioned vessels are equipped with thrusters that allow them to maintain a constant position at a location without the use of anchors. They are used in the IMR of subsea facilities, pipeline or flowline tie-ins, pipeline crossings and installations. These vessels can also carry and install equipment or umbilicals required to bring subsea well completions into production (tie-back to production facilities).

Integrity Management & Digital Solutions. Our Integrity Management & Digital Solutions (“IMDS”) segment provides asset integrity management, corrosion management, inspection and nondestructive testing services, principally to customers in the oil and gas, power generation and petrochemical industries. We perform these services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and connectivity solutions for the energy industry.

Aerospace and Defense Technologies. Our ADTech segment provides services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. government agencies and their prime contractors. Many of the services and products utilized in ADTech are applied technologies

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based on our core competencies and knowledge derived from decades of working in the offshore markets and solving complex problems in harsh environments.

DESCRIPTION OF BUSINESS

Energy. Our Energy business consists of the Subsea Robotics, Manufactured Products, Offshore Projects Group and Integrity Management & Digital Solutions segments. The primary focus of our Energy business is to deliver solutions for our customers, utilizing our core competencies, to provide services and products for offshore energy operations and subsea completions. We believe that ongoing global demand for energy will continue to benefit our Energy business. We also are focused on deploying our capabilities to grow our business and increase profitability in integrity management, survey services and mobile robotics.

Subsea Robotics. ROVs are tethered submersible vehicles remotely operated from the surface. We use our ROVs in the offshore energy industry to perform a variety of underwater tasks, including drill support, vessel-based IMR, installation and construction support, pipeline inspection and surveys, and subsea production facility operation and maintenance. Work-class ROVs are outfitted with manipulators, sonar and video cameras, and can operate specialized tooling packages and other equipment or features to facilitate the performance of specific underwater tasks. As of December 31, 2025, we owned 250 work-class ROVs. We believe we own and operate the largest fleet of work-class ROVs in the world and this business segment is the largest contributor to our Energy business operating income. We also believe we are the industry leader in providing ROV services for offshore drill support, with an estimated 60% market share of the 136 contracted floating drilling rigs at the end of 2025.

Subsea Robotics revenue:
AmountPercent of Total Revenue

(in thousands)

2025$855,216 31 %

2024829,822 31 %

2023752,521 31 %

ROV tooling provides an operational interface between an ROV and equipment located subsea. Our survey services business provides survey, positioning and geoscience services through the use of autonomous underwater vehicles and autonomous surface vessels.

Manufactured Products. We provide advanced technology product development, manufacturing and project management to industrial, manufacturing, healthcare and warehousing markets. These include:

•various types of subsea umbilicals utilizing steel tubes, thermoplastic hoses, and power and communication cables, along with termination assemblies;

•production control equipment;

•clamp connectors;

•pipeline connector and repair systems;

•subsea and topside control valves;

•subsea chemical injection valves; and

•autonomous mobile robotic technology.

Offshore well operators use subsea umbilicals and production control equipment to control subsea wellhead hydrocarbon flow, monitor downhole and wellhead conditions and perform chemical injection. They are also used to provide power and fluids to other subsea processing hardware, including pumps and gas and oil separation equipment. We also provide mobile robotics solutions, including autonomous mobile robotic technology, and turnkey solutions that include project management, engineering design, fabrication/assembly and installation utilizing our autonomous mobile robotic technology, to a variety of industries.

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Manufactured Products revenue:
AmountPercent of Total Revenue

(in thousands)

2025$568,971 20 %

2024555,500 21 %

2023493,692 20 %

Offshore Projects Group. Our OPG segment provides a comprehensive portfolio of integrated subsea project capabilities and solutions, leveraging the range of Oceaneering services, products, engineering and design expertise from all of our segments, including the following:

•subsea installation and intervention, including RLWI and IMR services, principally in the U.S. Gulf and offshore Africa, utilizing owned and chartered vessels;

•IWOCS and RWOCS;

•diving services;

•decommissioning services;

•project management and engineered solutions; and

•drill pipe riser services and systems and wellhead load relief solutions.

OPG revenue: AmountPercent of Total Revenue

(in thousands)

2025$616,045 22 %

2024591,037 22 %

2023546,366 22 %

Integrity Management & Digital Solutions. We offer a wide range of asset integrity services to customers worldwide to help ensure the safety of their facilities onshore and offshore, while reducing their unplanned maintenance and repair costs. We also provide third-party inspections to satisfy contractual structural specifications, internal safety standards or regulatory requirements. We provide these services principally to customers in the oil and gas, power generation and petrochemical industries. In the U.K., we provide Independent Inspection Authority services for the oil and gas industry, which include first-pass integrity evaluation and assessment and nondestructive testing services. We perform these services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and connectivity solutions for the energy industry. In October 2024, we acquired GDi, a U.K.-based provider of asset management, engineering and software services. As the only provider certified by the U.K. Accreditation Service to perform remote visual inspection using point cloud data and photographic images, GDi brings advanced algorithms and data solutions that, when combined with Oceaneering’s engineering expertise, will strengthen Oceaneering’s ability to optimize asset management for customers in industries including oil and gas, utilities, and power generation. GDi’s suite of solutions, including its Vision software, complements Oceaneering’s portfolio by supporting enhanced safety, data quality and integrity, and cost efficiency for customers worldwide.

IMDS revenue:
AmountPercent of Total Revenue

(in thousands)

2025$284,020 10 %

2024291,866 11 %

2023255,282 11 %

Aerospace and Defense Technologies. We provide engineering services and manufacturing to the U.S. Department of Defense, National Aeronautics and Space Administration (“NASA”) and major government contractors. We work with our customers to understand their specialized requirements, identify and mitigate risks, and provide them with value-added, maintainable, safe and certified solutions. The segment's largest customer is the U.S. Government with the U.S. Navy and NASA being the primary agencies supported. For the U.S. Navy, we

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perform engineering services, prototype design building services and repair and maintenance services on submarines and surface ships. We support space exploration and technology development by providing our products and services to NASA, aerospace contractors and commercial space companies. Our U.S. Navy and NASA-related activities substantially depend on continued government funding.

ADTech revenue:
AmountPercent of Total Revenue

(in thousands)

2025$459,904 17 %

2024392,936 15 %

2023376,845 16 %

MARKETING

Energy. Energy exploration and development expenditures fluctuate from year to year. In particular, budgetary approval for drilling and production in deepwater, an area in which we have a high degree of focus, may be postponed or suspended during periods when exploration and production companies reduce their offshore capital spending. Over the last several years, one of our focus areas has been to increase our service and product offerings toward our energy customers' operating expenditures and the offshore renewables energy market.

We market our Subsea Robotics, Manufactured Products, OPG and IMDS services and products to domestic, international and foreign national energy companies engaged in offshore exploration, development and production. We also provide services and products as a subcontractor to other oilfield service companies operating as prime contractors. In addition, we market our Manufactured Products mobile robotic solutions to domestic and international industrial, manufacturing, healthcare and warehousing industries. Customers for our energy services and products typically award contracts on a competitive-bid basis. These contracts can range from less than one year in duration to multi-year contracts.

In connection with the services we perform in our Energy business, we generally seek contracts that compensate us on a dayrate basis. Under dayrate contracts, the contractor provides the ROV, vessel or equipment and the required personnel to operate the unit and compensation is based on a rate per day for each day the unit is used. The typical dayrate depends on market conditions, the nature of the operations to be performed, the duration of the work, the equipment and services to be provided, the geographical areas involved and other variables. Dayrate contracts may also contain an alternate, lower dayrate that applies when a unit is moving to a new site or when operations are interrupted or restricted by equipment breakdowns, adverse weather or water conditions or other conditions beyond the contractor's control. Contracts for our product sales are generally for a fixed price.

Aerospace and Defense Technologies. We market our engineered products and services primarily to U.S. government agencies and their prime contractors in defense and space exploration activities, as well as commercial space companies.

Major Customers. Our top five customers in 2025, 2024 and 2023 accounted for 31%, 31% and 36%, respectively, of our consolidated revenue. In 2025, 2024 and 2023, four of our top five customers were oil and gas exploration and production companies served by our Energy business segments, with the other one being the U.S. Government, which is served primarily by our ADTech segment. For the year ended December 31, 2025, revenue from one customer, the U.S. Government, accounted for 12% of our total consolidated annual revenue, and no other customer accounted for more than 10% of our total consolidated revenue. For the year ended December 31, 2024, no individual customer accounted for more than 10% of our consolidated revenue. For the year ended December 31, 2023, revenue from one customer, the U.S. Government, accounted for 10% of our total consolidated annual revenue, and no other customer accounted for more than 10% of our total consolidated revenue.

Although we do not depend on any one customer, the loss of one of our significant customers could, at least on a short-term basis, have an adverse effect on our results of operations and cash flows.

RAW MATERIALS

We purchase various raw materials for use in manufacturing our products and delivering our services. The key raw materials we use include steel in various forms, polymers, copper wire, electronic components and plastics. Most of the raw materials that are critical to our business are generally readily available from multiple sources but may be subject to price volatility. In addition, global market conditions can trigger constraints in the supply of certain raw

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materials, and our procurement personnel are always seeking ways to ensure the availability and manage the cost of raw materials. In addition to raw materials, we also use the products and services of a number of other providers, such as forge companies, casting foundries, metal fabricators, machine shops and logistics providers, in order to produce and deliver products to our customers. Most of these materials and services are generally available from multiple sources.

COMPETITION

Our businesses operate in highly competitive industry segments.

Energy. We are one of several companies that provide underwater services and specialty subsea hardware on a worldwide basis. We compete for contracts with companies that have worldwide operations, as well as numerous others operating locally in various areas. We believe that our ability to safely provide a wide range of underwater services and products on a worldwide basis enables us to compete effectively in multiple phases of the offshore oilfield life cycle. In some cases involving projects that require less sophisticated equipment, small companies have been able to bid for contracts at prices uneconomical to us. Additionally, in some jurisdictions we are subject to foreign governmental regulations favoring or requiring the awarding of contracts to local contractors or requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These regulations may adversely affect our ability to compete.

Subsea Robotics. We believe we are the world's largest owner and operator of work-class ROVs employed in energy-related operations. As of December 31, 2025, we owned 250 work-class ROVs. We compete with several major companies on a worldwide basis and with numerous others operating locally in various areas. Competition for ROV services, including ROV tooling, historically has been based on equipment availability, location of or ability to deploy the equipment, quality of service and price. The relative importance of these factors can vary over time based on market conditions. The ability to develop improved equipment and techniques and to attract, train and retain skilled personnel is also an important competitive factor in our markets.

Our survey and positioning services operate in a competitive environment, as one of several companies that provide these services. Additionally, in recent years, we have been targeting increasing our presence in international markets through the use of simultaneous operations that have enhanced our ability to conduct remote operations.

Manufactured Products. With our manufactured products business, we are one of several companies that compete on a worldwide basis for the provision of steel tube and thermoplastic control umbilicals. Compared to current and forecasted market demand, coupled with competitors reducing supply capacity, we have seen improvements in the umbilical manufacturing and energy markets. We believe the reduction in capacity by some of our competitors over the last few years, coupled with an increase in demand, should help with balancing a historically over-supplied market.

Within our mobility solutions business, there are many niche competitors offering specialized services and products, both on a regional and a global basis.

Offshore Projects Group. We perform subsea intervention and hardware installation services, principally in the U.S. Gulf and offshore Africa, from multiservice deepwater vessels. We are one of many companies that offer these services. In general, our competitors can move their vessels to where we operate from other locations with relative ease. However, some of our competitors’ vessels are not Jones Act-compliant, which requires that vessels operating in the U.S. Gulf be built and registered in the United States and 75% U.S. owned in order to transport merchandise between points in the United States. Within our service and rental businesses, there are many competitors offering specialized services and products both on a regional and a global basis.

Integrity Management & Digital Solutions. The worldwide asset integrity and inspection markets consist of a wide range of inspection and certification requirements in many industries. We currently compete in only selected portions of this market. We are expanding our integrity management services into adjacent markets and are developing our digitization services. We believe that our broad geographic sales and operational coverage, long history of operations, technical and safety reputation, application of various inspection technologies and accreditation to international quality standards enable us to compete effectively in our selected asset integrity and inspection services market segments.

Aerospace and Defense Technologies. Engineering services is a very broad market with a large number of competitors. We compete in specialized areas in which we can combine our extensive knowledge of operating in

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harsh environments, program management experience, mechanical engineering expertise and the capability to continue the development of conceptual project designs into the manufacture of custom equipment for customers.

SEASONALITY AND BACKLOG

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf within our OPG segment. This segment typically experiences higher activity levels during the second and third quarters, as compared to the rest of the year. Notably, the fourth quarter of 2024 and the first quarter of 2025 represented a positive exception to this pattern. 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 ROVs we have engaged in vessel-based subsea infrastructure IMR 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.

The amounts for backlog orders we believed to be firm as of 2025 and 2024 were as follows (in millions):

As of December 31, 2025As of December 31, 2024

Total
1 yr (1)

1+ yr (2)
Total
1 yr (1)

1+ yr (2)

Energy

Subsea Robotics$1,041 $550 $491 $876 $521 $355

Manufactured Products511 411 100 604 439 165

Offshore Projects Group375 212 163 416 261 155

Integrity Management & Digital Solutions517 232 285 291 171 120

Total Energy2,444 1,405 1,039 2,187 1,392 795

Aerospace and Defense Technologies259 239 20 252 210 42

Total$2,703 $1,644 $1,059 $2,439 $1,602 $837

(1) Represents amounts that are expected to be performed within one year.

(2) Represents amounts that are not expected to be performed within one year.

If any of our contracts with firm orders were to be terminated, our backlog would be reduced by the expected value of the unfilled orders of such contracts.

As of December 31, 2025 and 2024, not included in the table above, we had unfunded (firm orders that have not yet been paid for by our customers) contracted backlog of approximately $658 million and $279 million, respectively, in our ADTech segment. Unexercised contract options and indefinite delivery/indefinite quantity (“IDIQ”) contracts are not included in backlog until the time the option or IDIQ task order is exercised or awarded.

PATENTS AND LICENSES

We currently hold numerous U.S. and foreign patents and pending patent applications. We have acquired patents and licenses and granted licenses to others when we have considered it advantageous for us to do so. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole. In general, we depend on our technological capabilities and the application of know-how rather than patents and licenses in the conduct of our operations.

REGULATION

Our operations are affected from time to time and in varying degrees by foreign and domestic political developments and foreign, federal and local laws and regulations, including those relating to:

•operating from and around offshore drilling, production and marine facilities;

•national preference for local equipment and personnel;

•marine vessel safety;

•protection of the environment, including pollution, GHG emissions and climate change;

•workplace health and safety;

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•data privacy;

•taxation (including tariffs and retaliatory tariffs);

•license requirements for importation and exportation of our equipment and technology; and

•currency conversion and repatriation.

In addition, our Energy business primarily depends on the demand for our services and products from the oil and gas industry and, therefore, is affected by changing taxes, price controls and other laws and regulations relating to the oil and gas industry generally. The adoption of laws and regulations curtailing offshore exploration and development drilling for oil and gas for economic and other policy reasons (such as addressing concerns about climate change or banning offshore exploration and production in certain geographic areas) would adversely affect our operations by limiting demand for our services. We cannot determine the extent to which new legislation, new regulations or changes in existing laws or regulations may affect our future operations.

Our operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. These laws and regulations may also expose us to liability for the conduct of or conditions caused by others, or for our acts that were in compliance with all applicable laws at the time such acts were performed.

Environmental laws and regulations that apply to our operations include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act (each, as amended) and similar laws that provide for responses to, and liability for, releases of hazardous substances into the environment. Environmental laws and regulations also include similar foreign, state or local counterparts to the above-mentioned federal laws, which regulate air emissions, water discharges, hazardous substances and waste, and require public disclosure related to the use of various hazardous substances. Our operations are also governed by laws and regulations relating to workplace safety and worker health, primarily, in the United States, the Occupational Safety and Health Act and regulations promulgated thereunder.

Compliance with federal, state and local provisions regulating the discharge of materials into the environment or relating to the protection of the environment has not had a material impact on our capital expenditures, earnings or competitive position. We cannot predict all of the environmental requirements or circumstances that will exist in the future but anticipate that environmental control and protection standards will become increasingly stringent and costly. Based on our experience to date, we do not currently anticipate any material adverse effect on our business or consolidated financial position, results of operations or cash flows as a result of future compliance with existing environmental laws and regulations. However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies, or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly, there can be no assurance that we will not incur significant environmental compliance costs in the future.

Our quality management systems are, at a minimum, registered as being in conformance with ISO 9001:2015, with several locations also conforming with ISO 29001:2020 and cover:

•our Subsea Robotics operations in the U.S. Gulf, the U.K., Norway, Angola, Ghana, Brazil, Canada, India, the United Arab Emirates, Australia, Azerbaijan, Thailand, Indonesia and Malaysia;

•our Manufactured Products operations in Brazil, Canada, the U.S., the U.K., Norway, Malaysia, the Netherlands, Germany and Angola;

•our Offshore Projects Group operations in the U.S. Gulf, the U.K., Norway, Angola, Ghana, Brazil, Canada, India, the United Arab Emirates, Australia, Azerbaijan, Indonesia, Singapore, Thailand and Malaysia;

•our Integrity Management & Digital Solutions operations in the U.S. Gulf, the U.K., Norway, Brazil, Angola, the United Arab Emirates, Oman, Qatar, Australia, Malaysia, Indonesia and Azerbaijan; and

•the Oceaneering Space Systems, Oceaneering Technologies and Marine Services divisions of our Aerospace and Defense Technologies segment in the U.S.

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ISO 9001 is an internationally recognized system for quality management established by the International Standards Organization, and the 2015 edition emphasizes customer satisfaction, risk assessment and continual improvement.

ISO 29001 is supplemental to ISO 9001 and defines requirements for product and service supply organizations to the petroleum, petrochemical and natural gas industries with increased focus on supply chain risks, operational efficiency, safety, and quality.

HUMAN CAPITAL RESOURCES

Human Capital Programs and Metrics. We believe our future success largely depends on our continued ability to attract and retain highly skilled employees. Our attraction and retention efforts include:

•Business Ethics. As described more fully below, we foster a culture that encourages Oceaneering employees (“Oceaneers”) to act with integrity and insist upon business ethics.

•Compensation and Benefits. We aim to offer competitive compensation packages, including benefit packages tailored to local markets of operation.

•Career Development. We value continued learning and growth for all Oceaneers, regardless of their location, career path or background. In our global business, we develop talent and offer career advancement within local communities while offering exciting opportunities to deepen international business and cultural experiences for Oceaneers with such aspirations. We offer accelerated career paths for technicians into senior and supervisory roles as well as leadership development for personnel on professional career tracks. We regularly review our leadership bench strength and demonstrate a strong history of internal promotion.

•Health, Safety, Security & Environment. We take a proactive, preventative, and people-first approach to health, safety, security and environmental (“HSSE”) risks in our business. We start by measuring leading indicators that provide opportunities to avoid HSSE events before they happen, and we keep HSSE at the forefront of our decisions. We expect full commitment to HSSE from all Oceaneers and from all of our business partners.

•Diversity. Given our global footprint and the breadth of skills, qualifications, and perspectives required to achieve our business goals, we endeavor to attract, promote, and retain the best and brightest employees from all populations. Additionally, we value a culture where employees can be authentic at work, live their values, and grow and advance their careers. Our local, regional, and global employee resource groups are open to all Oceaneers and offer opportunities for networking, community-building, and knowledge enhancement.

•Community Involvement. Oceaneers value addressing the needs of the communities in which they live and work. We support local, regional and global initiatives to address community needs, and we offer two paid volunteer days annually to all employees to enable them to participate in community outreach activities throughout the year.

•Continual Improvement of Employee Experience. We believe that the employee value proposition can vary and evolve from place to place and from time to time. With that in mind and with a commitment to continual improvement of the employee experience, we conduct periodic employee engagement surveys to gauge engagement of Oceaneers.

As of December 31, 2025, we had approximately 11,100 employees, of whom approximately 35% were employed in the United States and approximately 65% were employed outside of the United States. Our workforce varies seasonally and typically peaks during the second and third quarters of each year. In 2025, we worked in approximately 48 countries across six continents and employed people representing over 117 different nationalities.

Business Ethics

Our Code of Conduct applies to all of our directors, officers and employees. Additionally, our joint venture partners, consultants, agents, subcontractors and other business partners must follow applicable law and ethical business practices consistent with our Code of Conduct when working on our behalf. The Code of Conduct is approved by the Board of Directors and is regularly reviewed by the Audit Committee. Waivers of the Code of Conduct are to be granted only by our Board of Directors. We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Conduct and any waiver from a provision of our Code of Conduct by posting such information on our website at www.oceaneering.com under "Investors—Governance."

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Our Code of Conduct outlines Oceaneering’s commitment to honest and ethical conduct, compliance with applicable laws and regulations, prompt internal reporting of potential and actual violations (including a prohibition against retaliation for making good faith reports), accountability for violations and public reporting or disclosures as required by applicable law. While no Code of Conduct can cover every circumstance that may relate to business ethics, our Code of Conduct provides guidance and instructions related to conflicts of interest, anti-bribery and corruption (including management of third-party representatives), fair competition, trade controls, record-keeping, data privacy, protection of confidential and proprietary information, insider trading, respectful workplace, human rights, and more.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf make forward-looking statements to inform existing and potential security holders about our company. These statements may include projections and estimates concerning the timing and success of specific projects and our future orders, revenue, income and capital spending. Forward-looking statements are generally accompanied by words such as “estimate,” “plan,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal,” “may,” “should,” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement.

In addition, various statements this report contains, including those that express a belief, expectation or intention, or that express a future goal or commitment, are forward-looking statements. Those forward-looking statements appear in Part I of this report in Item 1—“Business,” Item 2—“Properties” and Item 3—“Legal Proceedings” and in Part II of this report in Item 7—“Management's Discussion and Analysis of Financial Condition and Results of Operations,” Item 7A—“Quantitative and Qualitative Disclosures About Market Risk” and in the Notes to Consolidated Financial Statements incorporated into Item 8 and elsewhere in this report. These forward-looking statements speak only as of the date of this report, we disclaim any obligation to update these statements, and we caution you not to rely unduly on them. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

•factors affecting the level of activity in the energy industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth and the supply and demand of offshore drilling rigs;

•actions by members of the Organization of Petroleum Exporting Countries (“OPEC”), and other oil exporting countries;

•decisions about offshore developments to be made by oil and gas exploration, development and production companies;

•decisions about offshore developments to be made by offshore renewables companies;

•the use of subsea completions and our ability to capture a share of the associated market;

•factors affecting the level of activity in our government businesses, including decisions on spending and funding by the U.S. Government;

•factors affecting our ability to achieve our growth expectations for our mobile robotics technology products;

•general economic and business conditions and industry trends, including the ongoing transition to alternative sources of energy to reduce worldwide emissions of carbon dioxide and other “greenhouse gases,” the effects of inflation and future monetary policies and actions of the Federal Reserve;

•the strength of the industry segments in which we are involved;

•cancellations of contracts, change orders and other contractual modifications and the resulting adjustments to our backlog;

•collections from our customers;

•the availability and increased costs of chartered vessels;

•our future financial performance, including as a result of the availability, terms and deployment of capital;

•the consequences of significant changes in currency exchange rates;

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•the volatility and uncertainties of credit markets;

•our ability to comply with covenants in our credit agreements and other debt instruments and the availability, terms and deployment of capital;

•changes in tax laws, regulations and interpretation by taxing authorities;

•changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment (including pollution and climate change);

•the continued availability of qualified personnel and our ability to attract and retain those qualified personnel;

•our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources;

•increases in material costs on long-term projects at prices higher than originally forecast;

•operating risks normally incident to offshore exploration, development and production operations;

•hurricanes and other adverse weather and sea conditions;

•cost and time associated with drydocking of our vessels;

•the highly competitive nature of our businesses;

•adverse outcomes from legal or regulatory proceedings;

•the risks associated with integrating businesses we acquire;

•the risks associated with the use of complex information technology systems, including cybersecurity risks and the risks associated with failures to protect data privacy in accordance with applicable legal requirements and contractual provisions binding upon us;

•rapid technological changes; and

•social, political, military and economic situations in countries where we do business and the possibilities of civil disturbances, war, other armed conflicts or terrorist attacks.

We believe the items we have outlined above are important factors that could cause our actual results to differ materially from those expressed in a forward-looking statement made in this report or elsewhere by us or on our behalf. We have discussed most of these factors in more detail elsewhere in this report. These factors are not necessarily all the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this report could also have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our security holders that they should (1) be aware that important factors we do not refer to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements.

AVAILABLE INFORMATION

Our website address is www.oceaneering.com. We make available through this website under “Filings & Reports/SEC Filings” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and Section 16 filings by our directors and executive officers as soon as reasonably practicable after we, or our executive officers or directors, as the case may be, electronically file those materials with, or furnish those materials to, the U.S. Securities and Exchange Commission (“SEC”). In addition, the SEC maintains a website, www.sec.gov, which contains reports, proxy and other information statements, and other information regarding issuers that file electronically with the SEC.

We have adopted and posted on our website: our corporate governance guidelines; a code of ethics for our Chief Executive Officer and Senior Financial Officers; charters for the Audit, Nominating, Corporate Governance and Sustainability, and Compensation Committees of our Board of Directors; and a code of business conduct and ethics that applies to all of our directors, officers and employees.

We also post on our website materials that summarize our environmental, social and governance (“ESG”) efforts, including our annual Sustainability Accounting Standards Board Disclosures and our Climate Change Report aligned with the Task Force on Climate-Related Financial Disclosures guidance. These materials are available in print to any stockholder that makes a written request to Oceaneering International, Inc., Attention: Corporate Secretary, 5875 North Sam Houston Parkway West, Suite 400, Houston, Texas 77086. Information contained on or accessible from our website or any other website is not incorporated by reference into this Annual Report and should not be considered part of this report.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

Executive Officers. The following information relates to our executive officers as of February 13, 2026:

NAMEAGEPOSITIONEXECUTIVE

OFFICER

SINCEEMPLOYEE

SINCE

Roderick A. Larson59President and Chief Executive Officer and Director20122012

Earl F. Childress60Senior Vice President and Chief Commercial Officer20202020

Holly D. Kriendler61Senior Vice President and Chief Human Resources Officer20202016

Benjamin M. Laura47Senior Vice President and Chief Operating Officer20202014

Jennifer F. Simons49Senior Vice President, Chief Legal Officer and Secretary20232023

Michael W. Sumruld55Senior Vice President and Chief Financial Officer20262025

Christopher J. Dyer46Senior Vice President, Offshore Projects Group20222004

Leonardo P. Granato52Senior Vice President, Integrity Management and Digital Solutions20222016

Martin J. McDonald62Senior Vice President, Subsea Robotics20151989

William R. Merz62Senior Vice President, Aerospace and Defense Technologies20252024

Shaun R. Roedel58Senior Vice President, Manufactured Products20202009

Catherine E. Dunn48Vice President and Chief Accounting Officer20232002

Each executive officer serves at the discretion of our Board of Directors and is subject to reelection or reappointment each year after the annual meeting of our shareholders. We do not know of any arrangement or understanding between any of the above persons and any other person or persons pursuant to which they were selected or appointed as an officer.

The following summarizes the business experience of our executive officers.

Roderick A. Larson has served as President and Chief Executive Officer of Oceaneering since 2017 and as President since 2015. Mr. Larson previously served as Senior Vice President and Chief Operating Officer from 2012 to 2015. Prior to joining Oceaneering in 2012, Mr. Larson was employed by Baker Hughes Incorporated for more than 20 years, where he held various leadership and technical positions, including most recently as President, Latin America Region from 2011 to 2012 and Vice President of Operations, Gulf of Mexico Region, from 2009 to 2011. He has been a director of Newpark Resources, Inc. since 2014. Mr. Larson serves on the boards of the American Petroleum Institute and the National Ocean Industries Association and was the 2021 Chair of the Energy Workforce and Technology Council.

Earl F. Childress joined Oceaneering in 2020 as Senior Vice President, Business Development and assumed his current role as Senior Vice President and Chief Commercial Officer in the same year. From 2015 to 2020, he served as Executive Vice President of Strategy and Business Development for Teledyne Marine, and as General Manager of Teledyne Seismic and Teledyne RD Instruments. Prior to 2015, Mr. Childress served in sales, marketing and strategy roles for Teledyne, including mergers and acquisitions in marine instrumentation markets.

Holly D. Kriendler was appointed as Senior Vice President and Chief Human Resources Officer in 2020, with responsibility for Oceaneering’s human resources, global mobility and operations training functions. She joined Oceaneering in 2016 as Vice President, Human Resources and was appointed as its Chief Human Resources Officer in 2018. Prior to joining Oceaneering, Ms. Kriendler served in human resources leadership positions from 2006 to 2016 at affiliates of Tyco International Ltd. and successor entities, including most recently as Vice President, Human Resources for The ADT Corporation from 2011. Ms. Kriendler has more than 25 years of experience in human resources management.

Benjamin M. Laura assumed the role of Senior Vice President and Chief Operating Officer in 2025. Prior to that time, from 2014 to 2022 he served in the positions of Senior Vice President and Chief Innovation Officer, Senior Vice President, Offshore Projects Group, Senior Vice President, Service and Rental, Vice President, Service, Technology & Rentals, and Director, Subsea Services in 2014, when he joined Oceaneering. Prior to joining Oceaneering, Mr. Laura worked for Baker Hughes Incorporated as the Vice-President and Managing Director for Baker Hughes do Brasil.

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Jennifer F. Simons joined Oceaneering in 2023 as Senior Vice President, Chief Legal Officer and Secretary. She previously worked for Parker Drilling Company and various of its subsidiaries (“Parker Wellbore”) from 2010, most recently as Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary from 2020, responsible for legal and compliance, commercial management, enterprise risk management, HSSE, supply chain, quality, and HR information systems. Prior to that, she served in various roles including Vice President, General Counsel and Corporate Secretary from 2018, and General Manager of Parker Wellbore’s Canadian offshore drilling operations from 2016. Before Parker Wellbore, Ms. Simons practiced law with Chamberlain, Hrdlicka, White, Williams & Aughtry.

Michael W. Sumruld became Senior Vice President and Chief Financial Officer in 2026. He joined Oceaneering in 2025 as Senior Vice President, Finance. Prior to that time, Mr. Sumruld served as Senior Vice President and Chief Financial Officer for Parker Drilling Company from 2017 until its sale to Nabors Industries Ltd. in 2025. In that role, he managed the company’s investor relations, corporate development, treasury, finance and accounting, tax, financial planning and analysis, compliance, operations integrity, and information technology organizations. Prior to his time at Parker Drilling Company, Mr. Sumruld held positions at LyondellBasell Industries N.V. and at Baker Hughes Incorporated. He holds a Bachelor’s degree in Accounting from the University of Houston, a Master of Business Administration degree from Texas A&M University and is a Certified Public Accountant.

Christopher J. Dyer became Senior Vice President, Offshore Projects Group in 2022. Prior to that time, he served as Vice President, Offshore Projects Group–Americas and Director, Offshore Projects Group–Americas from 2020 to 2022. Prior to our segment realignment, he served within our Service and Rental business unit as: Director, Intervention from 2019; Global Service Line Manager from 2018; and Service Line Manager from 2016. Mr. Dyer joined Oceaneering as a Project Engineer in 2004 in our Space Systems division.

Leonardo P. Granato became Senior Vice President, Integrity Management and Digital Solutions in 2022. Prior to that time, Mr. Granato served as Brazil Country Manager from 2019 and as Business Development–Managing Director Brazil from 2018. Mr. Granato joined Oceaneering as Director of Service Excellence for the Service and Rental business unit in 2016. Prior to joining Oceaneering, Mr. Granato served in roles of increasing responsibility with Baker Hughes Incorporated and Baker Hughes do Brasil, including most recently as Latin America HSE Director from 2014 to 2016.

Martin J. McDonald became Senior Vice President, Subsea Robotics in 2020 and Senior Vice President, Remotely Operated Vehicles in 2016, after 27 years with Oceaneering. Previously, he served as Vice President of Oceaneering’s ROV operations in the eastern hemisphere from 2008, and General Manager of those operations from 2006.

William R. Merz became Senior Vice President, Aerospace and Defense Technologies in 2025. He joined Oceaneering in 2024 as Vice President, Aerospace and Defense Technologies, from his position as Vice President of Operations for Entergy in Houston. Prior to joining Oceaneering, Mr. Merz served 36 years in the U.S. Navy as a nuclear submarine officer, a career that culminated in command of the U.S. Seventh Fleet and senior Pentagon positions as the Navy’s Requirements Officer (OPNAV N9), Operations/Policy Officer (OPNAV N3/N5), and Director of Undersea Warfare.

Shaun R. Roedel became Senior Vice President, Manufactured Products in 2020 and Vice President Subsea Manufactured Products in 2017. He joined Oceaneering in 2009 as Assistant General Manager/Group Project Manager of the umbilical plant in Panama City, Florida. Prior to joining Oceaneering, Mr. Roedel was the head of project management for Siemens Dematic from 1997 to 2004 and the head of project management and construction for Vanderlande Industries from 2004 to 2009. Mr. Roedel served in the U.S. Navy from 1990 to 1997.

Catherine E. Dunn became Vice President and Chief Accounting Officer in 2023. She joined Oceaneering in 2002 and has served as Corporate Controller since 2012. Prior to joining Oceaneering, Mrs. Dunn was with Arthur Andersen. Mrs. Dunn holds a Bachelor’s degree in Accounting from Louisiana State University and is a Certified Public Accountant.

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Directors. The following information relates to our directors as of February 13, 2026:

NAMEPOSITIONTITLE AND COMPANYDIRECTOR

SINCE

M. Kevin McEvoyChair of the BoardIndependent Lead Director of EMCOR Group, Inc.2011

Karen H. BeachyDirectorPrincipal Consultant of Think B3 Consulting, LLC and Director of Pangaea Logistics Solutions Ltd.2021

William B. BerryDirectorDirector (Ret.) of Continental Resources, Inc.2016

Deanna L. GoodwinDirectorDirector of Arcadis NV and Kosmos Energy Ltd.2018

Roger W. JenkinsDirectorDirector of Regions Financial Corporation2026

Roderick A. LarsonDirectorPresident and Chief Executive Officer of Oceaneering International, Inc. and Director of Newpark Resources, Inc.2017

Paul B. Murphy, Jr.DirectorExecutive Vice Chairman (Ret.) of Cadence Bank and Director of the general partner of Natural Resource Partners L.P.2012

Reema PoddarDirectorDirector of Accion Labs Group Holdings, Inc.; and Director of OptimEyes AI2024

Jon Erik ReinhardsenDirectorChairman of Equinor ASA2016

Steven A. WebsterDirectorManaging Partner of AEC Partners L.P.; Trust Manager of Camden Property Trust; and Director (Ret.) of Callon Petroleum Company2015

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