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. 2 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 99,603 100,651 Diluted 100,727 101,372 100,670 101,636 Earnings (loss) per share Basic $ 0.65 $ 0.54 $ 1.02 $ 1.04 Diluted $ 0.65 $ 0.54 $ 1.00 $ 1.03 The accompanying Notes are an integral part of these Consolidated Financial Statements. 3 Table of Contents OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Net income (loss) $ 63,580 $ 54,442 $ 99,687 $ 104,819 Other comprehensive income (loss): Foreign currency translation adjustments (2,911) 20,866 659 41,202 Total other comprehensive income (loss) (2,911) 20,866 659 41,202 Comprehensive income (loss) including noncontrolling interest 60,669 75,308 100,346 146,021 Comprehensive income (loss) attributable to noncontrolling interest (1,435) — (1,435) — Comprehensive income (loss) attributable to Oceaneering $ 62,104 $ 75,308 $ 101,781 $ 146,021 The accompanying Notes are an integral part of these Consolidated Financial Statements. 4 Table of Contents OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, (in thousands) 2026 2025 Cash Flows from Operating Activities: Net income (loss) $ 99,687 $ 104,819 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 54,600 49,848 Deferred income tax provision (benefit) 9,530 (1,768) Inventory write-downs 8,323 14,969 Net loss (gain) on sales of property and equipment 287 (621) Noncash compensation 10,458 7,381 Noncash impact of lease accounting 746 139 Excluding the effects of acquisitions, increase (decrease) in cash from: Accounts receivable and contract assets (119,937) (61,357) Inventory (4,454) (18,710) Other operating assets (24,086) (7,752) Capitalized cloud-based service contract costs (14,612) (4,263) Currency translation effect on working capital, excluding cash (4,881) 2,787 Current liabilities (21,413) (83,153) Other operating liabilities 1,840 (5,850) Total adjustments to net income (loss) (103,599) (108,350) Net Cash Provided by (Used in) Operating Activities (3,912) (3,531) Cash Flows from Investing Activities: Purchases of property and equipment (40,585) (56,360) Distributions of capital from unconsolidated affiliates 1,726 2,004 Other investing activities 477 2,350 Net Cash Provided by (Used in) Investing Activities (38,382) (52,006) Cash Flows from Financing Activities: Employer tax withholding on settlement of shares (8,632) (5,486) Purchases of treasury stock (10,052) (20,114) Net Cash Provided by (Used in) Financing Activities (18,684) (25,600) Effect of exchange rates on cash 1,577 17,669 Net Increase (Decrease) in Cash and Cash Equivalents (59,401) (63,468) Cash and Cash Equivalents—Beginning of Period 688,874 497,516 Cash and Cash Equivalents—End of Period $ 629,473 $ 434,048 The accompanying Notes are an integral part of these Consolidated Financial Statements. 5 Table of Contents OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (unaudited) 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) attributable to Oceaneering — — — 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 Net income (loss) attributable to Oceaneering — — — 65,015 — 65,015 — 65,015 Net income (loss) attributable to noncontrolling interest — (1,435) (1,435) Other comprehensive income (loss) — — — — (2,911) (2,911) — (2,911) Stock-based compensation — 3,054 2,358 — — 5,412 — 5,412 Treasury stock purchases — — (10,052) — (10,052) — (10,052) Balance, June 30, 2026 $ 27,709 $ 60,888 $ (556,640) $ 2,027,608 $ (395,409) $ 1,164,156 $ 4,628 $ 1,168,784 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) attributable to Oceaneering — — — 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 Net income (loss) attributable to Oceaneering — — — 54,442 — 54,442 — 54,442 Other comprehensive income (loss) — — — — 20,866 20,866 — 20,866 Stock-based compensation — (709) 4,503 — — 3,794 — 3,794 Treasury stock purchases — — (10,106) — (10,106) — (10,106) Balance, June 30, 2025 $ 27,709 $ 73,605 $ (548,553) $ 1,677,544 $ (388,244) $ 842,061 $ 6,063 $ 848,124 The accompanying Notes are an integral part of these Consolidated Financial Statements. 6 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. Oceaneering International, Inc. (“Oceaneering,” “we,” “our” or “us”) has prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the United States Securities and Exchange Commission (the “SEC”). These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position as of June 30, 2026 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2025. The results for interim periods are not necessarily indicative of annual results. Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering and our 50% or more owned and controlled subsidiaries. We also consolidate entities that are determined to be variable interest entities if we determine that we are the primary beneficiary; otherwise, we account for those entities using the equity method of accounting. We use the equity method to account for our investments in unconsolidated affiliated companies where our equity ownership interest ranges from 20% and 50% and we exercise significant influence without control over operations. We use the cost method for all other long-term investments. Investments in entities that we do not consolidate are presented in other noncurrent assets on our balance sheet. All significant intercompany accounts and transactions have been eliminated. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Reclassifications. Certain amounts from prior periods have been reclassified to conform with the current period presentation. Cash and Cash Equivalents. Cash and cash equivalents include demand deposits and highly liquid investments with original maturities of three months or less from the date of investment. Allowance for Credit Losses—Financial Assets Measured at Amortized Costs. We identify our allowance for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable. We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last three years and consideration of reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new information could have material effects on future evaluations. We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent customer interaction, following economic and industry trends and reviewing specific customer data. Our other receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low risk of loss. We consider macroeconomic conditions when assessing our credit risk exposure, including any impacts from the conflicts in Russia and Ukraine and in the Middle East, volatility in the financial services industry and the oil and natural gas markets, tariffs and retaliatory tariffs, U.S. economic and monetary policies, and the effects thereof on our customers and various counterparties. We have determined the impacts to our credit loss expense are de minimis for the three- and six-month periods ended June 30, 2026 and 2025. As of June 30, 2026, our allowance for credit losses was $1.5 million for accounts receivable and $0.4 million for other receivables. As of December 31, 2025, our allowance for credit losses was $1.6 million for accounts 7 Table of Contents receivable and $0.5 million for other receivables. Our allowance for credit losses as of June 30, 2026, decreased slightly when compared to the same period in the prior year primarily due to a corresponding decrease in contract assets, which was partially offset by an increase in accounts receivable. Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flow. During the three- and six-month periods ended June 30, 2026, we wrote off $0.2 million and $3.3 million, respectively, in financial assets primarily related to a dispute with a customer regarding a value-added tax in Ghana that we had reserved in the first quarter of 2026. During the three- and six-month periods ended June 30, 2025, we wrote off less than $0.1 million in financial assets. Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of June 30, 2026. We generally do not require collateral from our customers. Inventory. Inventory is valued at the lower of cost or net realizable value. We determine cost using the weighted-average method. We periodically review the value of items in inventory and record write-downs or write-offs of inventory based on our assessment of market conditions. Write-downs and write-offs are charged to cost of services and products. In the three- and six-month periods ended June 30, 2026, we recorded an increase of $7.5 million to our inventory reserve related to write-downs associated with our theme park ride business in our Manufactured Products segment. In the three- and six-month periods ended June 30, 2025, we recorded increases of $2.5 million and $13 million, respectively, to our inventory reserve related to write-downs associated with our theme park ride business in our Manufactured Products segment. Our inventory reserve was $55 million and $48 million as of June 30, 2026 and December 31, 2025, respectively. Property and Equipment, Long-Lived Intangible Assets and Right-of-Use Operating Lease Assets. We depreciate property and equipment using the straight-line method over estimated useful lives. Remotely Operated Vehicles (“ROVs”) are depreciated over eight years, marine services equipment (such as vessels) over three to 25 years, and buildings, building improvements, manufacturing equipment and other equipment for three to 25 years. We charge the costs of repair and maintenance of property and equipment to operations as incurred, and we capitalize the costs of improvements that extend asset lives or functionality. Upon the disposition of property and equipment, the related cost and accumulated depreciation accounts are relieved and any resulting gain or loss is recognized in income. We capitalize interest on assets where the construction period is anticipated to be more than three months. We do not allocate general administrative costs to capital projects. We did not capitalize interest in the three- and six-month periods ended June 30, 2026 and 2025 related to capital projects. We had construction in progress of $52 million and $67 million as of June 30, 2026 and December 31, 2025, respectively, primarily related to projects in our Subsea Robotics and Offshore Projects Group (“OPG”) segments. Long-lived intangible assets, primarily acquired in connection with business combinations, include trade names, intellectual property and customer relationships and are being amortized over their respective estimated useful lives. Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our property and equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. For long-lived assets to be held and used, we base our evaluation on impairment indicators such as the nature of the assets, the future economic benefits of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether an impairment has occurred using an undiscounted cash flows analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. We did not identify indicators of impairment for property and equipment, long-lived intangible assets or right-of-use operating lease assets for the three- and six-month periods ended June 30, 2026 and 2025. 8 Table of Contents For assets held for sale or disposal, the fair value of the asset is measured using fair market value less estimated costs to sell. Assets are classified as held for sale when we have a plan for disposal of certain assets and those assets meet the held for sale criteria. For additional information regarding right-of-use operating lease assets, see “Leases” below. Cloud-Based Service Contract Costs. We capitalized certain implementation costs related to a service-only cloud computing arrangement. Capitalized costs are included on our consolidated balance sheets in other noncurrent assets and will be amortized to selling, general and administrative expense on a straight-line basis over the contract term. In the three- and six-month periods ended June 30, 2026, we capitalized $7.6 million and $15 million, respectively, of deferred software implementation costs related to cloud computing arrangements, including $0.5 million and $0.8 million respectively, of interest. In the three- and six-month periods ended June 30, 2025, we capitalized $2.5 million and $4.3 million, respectively, of deferred software implementation costs related to cloud computing arrangements, including less than $0.1 million of interest. Goodwill. Our goodwill is evaluated for impairment annually and whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In our annual evaluation of goodwill, we perform a qualitative or quantitative impairment test. Under the qualitative approach, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform the quantitative analysis to determine the fair value for the reporting unit. We then compare the fair value of the reporting unit with its carrying amount and recognize an impairment loss for the amount by which the carrying amount exceeds the fair value of the reporting unit. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. We also consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. We did not identify indicators of impairment for goodwill for the three- and six-month periods ended June 30, 2026 and 2025. Revenue Recognition. All our revenue is realized through contracts with customers. We recognize our revenue according to the contract type. On a daily basis, we recognize service revenue over time for contracts that provide for specific time, material and equipment charges, which we bill periodically. We use the input method to recognize revenue, because each day of service provided represents value to the customer. The performance obligations in these contracts are satisfied, and revenue is recognized, as the work is performed. When appropriate, we apply the practical expedient to recognize revenue for the amount invoiced when the invoice corresponds directly to the value of our performance to date. We account for significant fixed-price contracts, primarily within our Manufactured Products segment, and to a lesser extent in our OPG and Aerospace and Defense Technologies (“ADTech”) segments, by recognizing revenue over time using the cost-to-cost input method. The performance obligation is satisfied as we create a product on behalf of the customer over the life of the contract. The remainder of our revenue is recognized at the point in time when control transfers to the customer, thus satisfying the performance obligation. We have elected to recognize the cost of freight and shipping as an expense when incurred. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by us from customers, are excluded from revenue. In our service-based business lines, we principally charge on a dayrate basis for services provided. In our product-based business lines, predominantly in our Manufactured Products segment, we recognize revenue and profit using the percentage-of-completion method and exclude uninstalled materials and significant inefficiencies from the measure of progress. While our contracts predominantly only contain one performance obligation and a limited number have variable consideration, we apply judgment, when applicable, in the determination and allocation of transaction price to performance obligations, and the subsequent recognition of revenue, based on the facts and circumstances of each contract. We routinely review estimates related to our contracts and, when required, reflect revisions to profitability in earnings immediately. If an element of variable consideration has the potential for a significant future reversal of revenue, we will constrain that variable consideration to a level intended to remove the potential future reversal. If a current estimate of total contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it. During the three- and six-month periods ended June 30, 2026, we recognized projected 9 Table of Contents losses of $0.9 million and $3.5 million, respectively, for contracts in our Manufactured Products segment. During the three- and six-month periods ended June 30, 2025, we recognized projected losses of $1.8 million and $4.6 million, respectively, for contracts in our Manufactured Products segment. There could be adjustments to overall contract costs in the future, due to changes in facts and circumstances. In general, our payment terms consist of those services billed regularly as provided and those products delivered at a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts with milestone payments due at agreed progress points during the contract are invoiced when those milestones are reached, which may differ from the timing of revenue recognition. Our payment terms generally do not provide financing of contracts to customers, nor do we receive financing from customers as a result of these terms. See Note 3—“Revenue” for more information on our revenue from contracts with customers. Leases. We determine whether a contract is or contains a lease at inception, whether as a lessee or a lessor. We take into consideration the elements of an identified asset, right to control and the receipt of economic benefit in making those determinations. As a lessor, we lease certain types of equipment along with the provision of services and utilize the expedient allowing us to combine the lease and non-lease components into a combined component that is accounted for (1) under the accounting standard “Leases” (“ASC 842”), when the lease component is predominant, and (2) under the accounting standard “Revenue from Contracts with Customers” (“ASC 606”), when the service component is predominant. In general, when we have a service component, it is typically the predominant element and leads to accounting under ASC 606. As a lessor, we lease certain types of equipment, often providing services at the same time. These leases can be priced on a dayrate or lump-sum basis for periods ranging from a few days to multi-year contracts. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our customers’ discretion. These leases generally do not contain options to purchase, material restrictions or covenants that impact our accounting for leases. As a lessee, we lease land, buildings, vessels and equipment for the operation of our business and to support some of our service line revenue streams. These generally carry lease terms that range from days for operational and support equipment to 20 years for land and buildings. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our discretion. When the exercise of those options is reasonably certain, we include them in the lease assessment. Our leases do not contain material restrictions or covenants that impact our accounting for them, nor do we provide residual value guarantees. As a lessee, we utilize the practical expedients to not recognize leases with an initial lease term of 12 months or less on the balance sheet and to combine lease and non-lease components together and account for the combined component as a lease for all asset classes, except real estate. Right-of-use operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement or modification date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at commencement or modification date in determining the present value of future payments. In determining the incremental borrowing rate, we considered our external credit ratings, bond yields for us and our identified peers, the risk-free rate in geographic regions where we operate, and the impact associated with providing collateral over a similar term as the lease for an amount equal to the future lease payments. Our right-of-use operating lease assets also include any lease prepayments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Foreign Currency Translation. The functional currency for most of our foreign subsidiaries is the applicable local currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date, and the resulting translation adjustments are recognized, net of tax, in accumulated other comprehensive income (loss) as a component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the 10 Table of Contents Consolidated Statements of Operations. We recorded $1.1 million and $1.8 million, respectively, of foreign currency transaction gains (losses) in the three- and six-month periods ended June 30, 2026 and $5.4 million and $6.5 million, respectively, in the three- and six-month periods ended June 30, 2025. Those amounts are included as a component of other income (expense), net in our consolidated statement of operations. Consolidated Variable Interest Entity. We hold a 45% interest in one variable interest entity (“VIE”) located in Angola. The remaining 55% noncontrolling interest is held by a service and logistics provider located in Angola. We are the primary beneficiary and wholly consolidate the VIE as we have the power to direct the activities that most significantly affect the VIE’s economic performance and have the obligation to absorb the VIE’s losses and the right to receive benefits at 100%. 2. ACCOUNTING STANDARDS UPDATE Recently Issued Accounting Standards. In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure of the nature of certain expenses presented on the face of the income statement into specified categories in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. We anticipate that ASU 2024-03 will only impact our disclosures and therefore do not expect that ASU 2024-03 will have a material impact on our consolidated financial statements. 11 Table of Contents 3. REVENUE Revenue by Category The following tables present revenue disaggregated by business segment, geographical region, and timing of transfer of goods or services: Three Months Ended Six Months Ended (in thousands) Jun 30, 2026 Jun 30, 2025 Jun 30, 2026 Jun 30, 2025 Business Segment: Energy Subsea Robotics $ 232,016 $ 218,786 $ 446,289 $ 424,762 Manufactured Products 149,030 145,134 292,678 280,171 Offshore Projects Group 182,843 149,281 318,219 314,222 Integrity Management & Digital Solutions 70,844 75,367 138,728 146,785 Total Energy 634,733 588,568 1,195,914 1,165,940 Aerospace and Defense Technologies 133,451 109,593 264,699 206,744 Total $ 768,184 $ 698,161 $ 1,460,613 $ 1,372,684 Geographic Operating Areas: Foreign: Africa $ 102,896 $ 97,349 $ 197,819 $ 221,883 United Kingdom 108,367 74,273 187,088 136,150 Norway 83,729 65,996 153,710 120,744 Brazil 66,959 62,736 128,433 124,895 Asia and Australia 66,823 60,436 126,476 113,985 Other 37,365 23,660 70,275 45,889 Total Foreign 466,139 384,450 863,801 763,546 United States 302,045 313,711 596,812 609,138 Total $ 768,184 $ 698,161 $ 1,460,613 $ 1,372,684 Timing of Transfer of Goods or Services: Revenue recognized over time $ 714,185 $ 646,346 $ 1,358,320 $ 1,272,822 Revenue recognized at a point in time 53,999 51,815 102,293 99,862 Total $ 768,184 $ 698,161 $ 1,460,613 $ 1,372,684 Contract Balances Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the contract liability balances. Milestones are contractually agreed with customers and relate to significant events across the contract lives. Some milestones are achieved before revenue is recognized, resulting in a contract liability, while other milestones are achieved after revenue is recognized, resulting in a contract asset. 12 Table of Contents The following table provides information about contract assets and contract liabilities from contracts with customers. Six months ended (in thousands) Jun 30, 2026 Jun 30, 2025 Total contract assets, beginning of period $ 216,808 $ 275,280 Revenue accrued 1,380,701 1,261,403 Amounts billed (1,366,636) (1,285,875) Total contract assets, end of period $ 230,873 $ 250,808 Total contract liabilities, beginning of period $ 115,033 $ 140,697 Deferrals of milestone payments 85,260 65,827 Recognition of revenue for goods and services (75,193) (114,559) Total contract liabilities, end of period $ 125,100 $ 91,965 Performance Obligations As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations that were unsatisfied (or partially unsatisfied) was $395 million. In arriving at this value, we used two expedients available to us and are not disclosing amounts for performance obligations: (1) that are part of contracts with an original expected duration of one year or less; or (2) on contracts where we recognize revenue in line with the billing. Of this amount, we expect to recognize revenue of $352 million over the next 12 months, $42 million within the next 24 months, and we expect to recognize substantially all of the remaining balance of $0.7 million within the next 36 months. In our Manufactured Products and ADTech segments, we have long-term contracts that extend beyond one year, and these make up the majority of the performance obligations balance reported as of June 30, 2026. We also have shorter-term product contracts with an expected original duration of one year or less that have been excluded. Where appropriate, we have made estimates within the transaction price of elements of variable consideration within the contracts and constrained those amounts to a level where we consider it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The amount of revenue recognized in the three months ended June 30, 2026 and 2025 that was associated with performance obligations completed or partially completed in prior periods was not significant. As of June 30, 2026, there were no significant outstanding liability balances for refunds or returns due to the nature of our contracts and the services and products we provide. Our warranties are limited to assurance warranties that are of a standard length and are not considered to be material rights. The majority of our contracts consist of a single performance obligation. While our contracts predominantly only contain one performance obligation and a limited number have variable consideration, when there are multiple obligations, we look for observable evidence of stand-alone selling prices on which to base the allocation. This involves judgment as to the appropriateness of the observable evidence relating to the facts and circumstances of the contract. If we do not have observable evidence, we estimate stand-alone selling prices by taking a cost-plus-margin approach, using typical margins from the type of product or service, customer and regional geography involved. Costs to Obtain or Fulfill a Contract In line with the available practical expedient, we capitalize incremental costs to obtain a contract that would not have been incurred if the contract had not been obtained when those amounts are significant and the contract is expected at inception to exceed one year in duration. Our costs to obtain a contract primarily consist of bid and proposal costs, which are generally expensed in the period incurred. There were no balances or amortization of costs to obtain a contract in the current reporting periods. Costs to fulfill a contract primarily consist of certain mobilization costs incurred to provide services or products to our customers. These costs are deferred and amortized over the period of contract performance. The closing balance of costs to fulfill a contract was $3.6 million and $2.1 million as of June 30, 2026 and December 31, 2025, respectively. 13 Table of Contents For the three- and six-month periods ended June 30, 2026, we recorded amortization expense of $1.0 million and $1.7 million, respectively. For the three- and six-month periods ended June 30, 2025, we recorded amortization expense of $0.6 million and $1.5 million, respectively. No impairment costs were recognized. 4. INCOME TAXES Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the three- and six-month periods ended June 30, 2026 and 2025 was different than the U.S. federal statutory rate of 21%, primarily due to the geographical mix of revenue and earnings, changes in valuation allowances and uncertain tax positions, changes in permanent book and tax differences, and other discrete items. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur material tax consequences upon the distribution of such earnings. We conduct our international operations in jurisdictions that have varying laws and regulations regarding income and other taxes, some of which are subject to different interpretations. We recognize benefit for an uncertain tax position if it is more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the uncertain tax position is then measured and recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate settlement. We have accrued a net total of $11 million in other long-term liabilities on our consolidated balance sheet for worldwide unrecognized tax liabilities as of June 30, 2026 and December 31, 2025. We account for any applicable interest and penalties related to uncertain tax positions as a component of our provision for income taxes in our consolidated financial statements. Changes in our management's judgment related to those liabilities would affect our effective income tax rate in the periods of change. Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to complete and settle. We have ongoing tax audits and judicial appeals in various jurisdictions. The outcome of these audits and judicial tax appeals may have an impact on uncertain tax positions for income tax returns subsequently filed in those jurisdictions. On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions that impact the timing and magnitude of certain tax deductions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The impacts of the OBBBA are reflected in our results for the three- and six-month periods ended June 30, 2026, and there was no material impact on our consolidated financial statements. 14 Table of Contents 5. SELECTED BALANCE SHEET INFORMATION The following is information regarding selected balance sheet accounts: (in thousands) Jun 30, 2026 Dec 31, 2025 Inventory, net: Manufactured Products $ 98,445 $ 105,908 Subsea Robotics 85,152 83,520 Other inventory 14,129 12,167 Total $ 197,726 $ 201,595 Other current assets: Prepaid expenses $ 100,835 $ 89,635 Angolan bonds 7,000 7,000 Total $ 107,835 $ 96,635 Accrued liabilities: Payroll and related costs $ 161,865 $ 186,433 Current operating lease liability 114,371 128,453 Income taxes payable 45,873 43,828 Accrued job costs 53,189 37,769 Accrued interest 12,500 12,500 Other 62,075 62,988 Total $ 449,873 $ 471,971 6. DEBT Long-term debt consisted of the following: (in thousands) Jun 30, 2026 Dec 31, 2025 6.000% Senior Notes due 2028 $ 500,000 $ 500,000 Unamortized discount and debt issuance costs (9,755) (12,583) Long-term debt $ 490,245 $ 487,417 2028 Senior Notes. In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “Existing 2028 Senior Notes”) and on October 2, 2023, we completed a private placement of $200 million aggregate principal amount of additional 2028 Senior Notes (the “New 2028 Senior Notes” and, together with the Existing 2028 Senior Notes, the “2028 Senior Notes”). The New 2028 Senior Notes constituted an additional issuance of the Existing 2028 Senior Notes and form a single series with such notes. We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year. The 2028 Senior Notes were scheduled to mature on February 1, 2028, but have been called for redemption as described below. In the three- and six-month periods ended June 30, 2026 and 2025, we did not repurchase or redeem any of the 2028 Senior Notes. On July 6, 2026, we repurchased approximately $400 million principal amount of the 2028 Senior Notes for approximately $415 million in the Tender Offer (as defined herein). On June 25, 2026, we delivered a conditional notice to the holders of the 2028 Senior Notes that we have elected to redeem all of the remaining principal amount outstanding of the 2028 Senior Notes on July 25, 2026 (the “Redemption Date”), pursuant to our optional redemption right under the indenture governing the 2028 Senior Notes. The redemption was conditioned on the completion of an offering of senior notes in an aggregate principal amount that results in gross proceeds to Oceaneering of at least $500 million, which condition was satisfied on July 6, 2026, in connection with the issuance of the 2034 Notes (as defined below). The redemption price will be equal to 100% of the principal amount of the 2028 Senior Notes plus accrued and unpaid interest up to but not including the Redemption Date plus a “make- 15 Table of Contents whole premium.” See Note 10—“Subsequent Events” for additional information on the Tender Offer and the redemption of the 2028 Senior Notes. 2034 Senior Notes. On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes”). The 2034 Notes were issued under an Indenture, dated November 21, 2014 (the “Base Indenture”), between Oceaneering and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture, dated July 6, 2026, between Oceaneering and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). We will pay interest on the 2034 Notes on January 15 and July 15 of each year, commencing on January 15, 2027. The 2034 Notes are scheduled to mature on July 15, 2034. The indenture governing the 2034 Senior Notes generally limits our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility (as defined below)) to the greater of (x) $350 million and (y) 100% of our EBITDA (as defined in such indenture). We may redeem some or all of the 2034 Notes at specified redemption prices. We received proceeds from the offering of the 2034 Notes of approximately $492 million, after initial purchasers’ discounts and offering expenses. We used the net proceeds from the 2034 Notes, together with cash on hand, to fund the Tender Offer and the redemption of the remaining 2028 Notes. Revolving Credit Agreement. On April 8, 2022, we entered into a senior secured revolving credit agreement with a group of banks (as amended by an Agreement and Amendment No. 1 to Credit Agreement, dated September 20, 2023, and Amendment No. 2, dated July 6, 2026 (as defined herein), the “Revolving Credit Agreement”). The commitments under the Revolving Credit Agreement are scheduled to mature on July 7, 2031. The Revolving Credit Agreement includes a $345 million revolving credit facility (the “Revolving Credit Facility”) with a $150 million sublimit for the issuance of letters of credit. Our obligations under the Revolving Credit Agreement are guaranteed by certain of our wholly owned subsidiaries and are secured by first priority liens on certain of our assets and those of the guarantors, including, among other things, intellectual property, inventory, accounts receivable, equipment and equity interests in subsidiaries. As of June 30, 2026, we had no borrowings outstanding under the Revolving Credit Facility and no letters of credit outstanding under the Revolving Credit Agreement. We may borrow under the Revolving Credit Facility at either (1) a base rate (“Base Rate”), determined as the greatest of (A) the prime rate of JPMorgan Chase Bank, N.A., (B) the federal funds effective rate plus half of 1% and (C) Term Secured Overnight Financing Rate (“Term SOFR”) (as defined in the Revolving Credit Agreement) for a one-month tenor plus 1%, in each case plus the applicable margin, which varies from 1.00% to 2.00% depending on our Consolidated Net Leverage Ratio (as defined in the Revolving Credit Agreement), or (2) Term SOFR plus the applicable margin, which varies from 2.00% to 3.00% depending on our Consolidated Net Leverage Ratio. We also pay a facility fee based on the amount of the underlying commitment that is being utilized, which fee varies from 0.300% to 0.375%. The Revolving Credit Agreement includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted Consolidated Net Leverage Ratio is 3.25 to 1.00. The minimum Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) is 3.00 to 1.00. Availability under the Revolving Credit Facility may be limited by these financial covenants. The indenture governing the 2034 Notes generally limits our ability to incur secured debt for borrowed money (such as borrowings under the Revolving Credit Facility) to the greater of (x) $350 million and (y) 100% of our EBITDA (as defined in such indenture). In addition, the Revolving Credit Agreement contains various covenants that we believe are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or consolidate, sell assets and enter into certain restrictive agreements. As of June 30, 2026, we were in compliance with all of the covenants set forth in the Revolving Credit Agreement. See Note 10—“Subsequent Events” for additional information on Amendment No. 2 to our Revolving Credit Facility. Debt Issuance Costs, Discounts and Interest. We incurred $7.1 million of issuance costs related to the 2028 Senior Notes and $4.0 million of loan costs related to the Revolving Credit Agreement (excluding Amendment No. 2). These costs, net of accumulated amortization, are included as a reduction of long-term debt in our consolidated balance sheets, as they pertain to the 2028 Senior Notes, and in other noncurrent assets, as they pertain to the Revolving Credit Agreement. We are amortizing these costs to interest expense through the respective maturity dates for the 2028 Senior Notes and the Revolving Credit Agreement using the straight-line method, which approximates the effective interest rate method. In the three- and six-month periods ended June 30, 2026, we amortized $0.3 million and $0.8 million, respectively, to interest expense. In the three- and six-month periods ended 16 Table of Contents June 30, 2025, we amortized $0.5 million and $1.0 million, respectively, to interest expense. See Note 10—“Subsequent Events” for additional information on Amendment No. 2 to our Revolving Credit Facility. We recorded a discount of $20 million related to the 2028 Senior Notes issued in October 2023. This cost, net of accumulated amortization, is included as a reduction of long-term debt in our consolidated balance sheets and is being amortized to interest expense through the maturity date of the 2028 Senior Notes using the straight-line method, which approximates the effective interest rate method. In the three- and six-month periods ended June 30, 2026, we amortized $1.2 million and $2.3 million, respectively, to interest expense. In the three- and six-month periods ended June 30, 2025, we amortized $1.1 million and $2.1 million, respectively, to interest expense. See Note 10—“Subsequent Events” for additional information on the Tender Offer and the redemption of the 2028 Senior Notes. 7. COMMITMENTS AND CONTINGENCIES Litigation. In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things: •performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and •workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims. Although we cannot predict the ultimate outcome of these matters, we believe that our ultimate liability, if any, that may result from these other actions and claims will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, because of the inherent uncertainty of litigation and other dispute resolution proceedings and, in some cases, the availability and amount of potentially available insurance, we can provide no assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal period in which that resolution occurs. Financial Instruments and Risk Concentration. In the normal course of business, we manage risks associated with foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use derivative instruments unless we have an underlying exposure. Other financial instruments that potentially subject us to concentration of credit risk are principally cash and cash equivalents and accounts receivable. The carrying values of cash and cash equivalents approximate their fair values due to the short-term maturity of the underlying instruments. Accounts receivable are generated from a broad group of customers, primarily from the energy industry and the U.S. government, which are major sources of our revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market values. We estimated the aggregate fair market value of the 2028 Senior Notes to be $506 million as of June 30, 2026, based on quoted prices. Since the market for the 2028 Senior Notes is not an active market, the fair value of the 2028 Senior Notes is classified within Level 2 in the fair value hierarchy under U.S. GAAP (inputs other than quoted prices in active markets for similar assets and liabilities that are observable or can be corroborated by observable market data for substantially the full terms for the assets or liabilities). To mitigate our currency exposure risk in Angola, we have used kwanza to purchase Angolan central bank (Banco Nacional de Angola) bonds. These bonds are denominated in U.S. dollars, so that, upon payment of semi-annual interest and principal upon maturity, payment will be made in U.S. dollars. In the third quarter of 2024, we purchased $7.0 million of U.S. dollar equivalent Angolan bonds. These bonds mature in February 2031. Because we intend to sell the bonds if we are able to repatriate the proceeds, we have classified these bonds as available-for-sale securities, and they are recorded at fair market value in other current assets in our consolidated balance sheets as of June 30, 2026 and December 31, 2025. We did not sell any of our Angolan bonds in the three- and six-month periods ended June 30, 2026 and 2025. We estimated the fair market value of the Angolan bonds to be $7.0 million as of June 30, 2026 and 2025, using quoted market prices. Since the market for the Angolan bonds was not an active market, the fair value of the Angolan bonds was classified within Level 2 in the fair value hierarchy under U.S. GAAP. 17 Table of Contents In the three-month period ended June 30, 2021, we were notified by a customer in our Manufactured Products segment that it was suspending a contract that was substantially complete. Specifically, we billed $8.4 million and received $8.3 million of accounts receivable in the first six months of 2026. As of June 30, 2026, we had outstanding contract assets of $1.1 million for the contract and contract liabilities of $1.5 million prepaid for storage of components. As of December 31, 2025, we had outstanding contract assets of $1.7 million for the contract and contract liabilities of $0.4 million prepaid for storage of components. During the first quarter of 2025, the customer restarted portions of this project, including the scope for our Manufactured Products segment. In January 2026, the customer announced a full restart of all activities in Mozambique, including this project. 8. EARNINGS (LOSS) PER SHARE, SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLAN Earnings (Loss) per Share. For each period presented, the only difference between our calculated weighted-average basic and diluted number of shares outstanding is the effect of outstanding restricted stock units and beginning in 2026, also performance stock units. In periods where we have a net loss, the effect of our outstanding restricted stock units is anti-dilutive and therefore does not increase our diluted shares outstanding. For each period presented, our net income (loss) allocable to both common shareholders and diluted common shareholders is the same as our net income (loss) in our consolidated statements of operations. Share-Based Compensation. Annually, the Compensation Committee of our Board of Directors (the “Compensation Committee”) issues to certain of our key executives and employees annual long-term incentive awards of restricted stock units, which are settled in shares of our common stock, and performance-based award of performance units, which were paid in cash prior to the 2026 awards and in shares of our common stock beginning with the 2026 awards. In addition, grants of restricted stock are issued to our nonemployee directors and generally vest in full on the first anniversary of the award date, conditional upon continued service as a director. Each grantee of shares of restricted stock is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares. Restricted Stock Units. Each restricted unit awarded prior to February 2026, generally vested in full on the third anniversary of the award date, conditional on continued employment through such vesting date. The remainder of the grants made to employees can vest pro rata over three years, provided the individual meets certain age and years of service requirements. Beginning in February 2026, the Compensation Committee approved grants of restricted stock unit awards that will vest ratably on each of the first, second and third anniversary of the grant date. We estimate that share-based compensation costs not yet recognized related to shares of restricted stock or restricted stock units, based on their grant-date fair values, were $24 million as of June 30, 2026. This expense is generally being recognized on a straight-line basis over the applicable vesting period. For each of the restricted stock units granted in 2023 through June 30, 2026, at the earlier of three years after grant or at termination of employment or service, the grantee will be issued one share of our common stock for each unit vested. As of June 30, 2026 and December 31, 2025, respective totals of 1,791,688 and 1,902,174 shares of restricted stock and restricted stock units were outstanding. Performance Stock Units. Beginning in February 2026, the Compensation Committee approved awards of stock-denominated performance stock units instead of cash-denominated performance units. To the extent earned, performance stock units will be settled in shares of our common stock, rather than in cash as has been the case for performance units awarded in prior years. We estimate that share-based compensation cost not yet recognized related to shares of performance stock units, was $9.0 million as of June 30, 2026. This expense is generally being recognized on a straight-line basis over the applicable vesting period. 18 Table of Contents For each of the performance stock units granted as of June 30, 2026, the grantee will be issued one share of our common stock for each unit vested three years after grant. As of June 30, 2026, 358,702 shares of performance stock units were outstanding. Share Repurchase Plan. In December 2014, our Board of Directors approved a share repurchase program under which we may repurchase up to 10 million shares of our common stock on a discretionary basis. Under the program, which has no expiration date, we repurchased 2.8 million shares for $121 million through December 31, 2024. In the year ended December 31, 2025, we repurchased 1.8 million shares for $40 million. During the three- and six-month period ended June 30, 2026, we repurchased 0.3 million shares for $10 million. As of June 30, 2026, we retained 11 million of the shares we repurchased through this and a prior repurchase program. We expect to hold the shares repurchased and any additional shares repurchased under the plan as treasury stock for possible future use. The timing and amount of any future repurchases will be determined by our management. We are not obligated to make any future repurchases. We account for the shares we hold in treasury under the cost method, at average cost. 9. BUSINESS SEGMENT INFORMATION We are a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. Our five reportable segments are Subsea Robotics, Manufactured Products, Offshore Projects Group, Integrity Management & Digital Solutions and Aerospace and Defense Technologies. Our Energy business leverages our asset base and capabilities for providing services and products for offshore energy operations, inclusive of the offshore renewable energy market. Our Energy segments are: •Subsea Robotics—Our Subsea Robotics segment provides the following: ◦ROVs for drill support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair; ◦ROV tooling; and ◦survey services, including hydrographic survey and positioning services and autonomous underwater vehicles for geoscience. •Manufactured Products—Our Manufactured Products segment provides the following: ◦distribution and connection systems including production control umbilicals and field development hardware and pipeline connection and repair systems, along with clamp connectors and subsea and topside control valves primarily to the energy industry; and ◦autonomous mobile robotic technology to a variety of industries. •Offshore Projects Group—Our OPG segment provides the following: ◦subsea installation and intervention, including riserless light well intervention services, inspection, maintenance and repair (“IMR”) services, principally in the U.S. Gulf and offshore Africa, utilizing owned and charter vessels; ◦installation and workover control systems and ROV workover control systems; ◦diving services; ◦project management and engineering; and ◦drill pipe riser services and systems and wellhead load relief solutions. •Integrity Management & Digital Solutions—Our Integrity Management & Digital Solutions (“IMDS”) segment provides the following: ◦asset integrity management services; and ◦software, digital and connectivity solutions for the energy industry. Our Aerospace and Defense Technologies 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. 19 Table of Contents 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. Our chief operating decision maker (“CODM”) is our chief executive officer. Our CODM analyzes each segment’s performance using revenue and operating income (loss). Operating income (loss) for each business segment includes certain regional shared services cost allocations directly attributable to each segment. Intersegment revenue and expenses have been eliminated in the reported revenue and operating income (loss). We determine operating income (loss) for each business segment before interest income or expense, equity in income (losses) of unconsolidated affiliates, other income (expense) and provision for income taxes. Our CODM uses both revenue and operating income (loss) for each segment in the annual budgeting and forecasting processes. The CODM considers budget-to-actual and forecast-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from those used in our consolidated financial statements for the year ended December 31, 2025. The tables that follow present information about our business segments, as well as the Unallocated Expenses category, and include a reconciliation to income (loss) before income taxes: For the Three Months Ended June 30, 2026 (in thousands) Subsea Robotics Manufactured Products OPG IMDS ADTech Unallocated Expenses Total Revenue $ 232,016 $ 149,030 $ 182,843 $ 70,844 $ 133,451 $ — $ 768,184 Cost of services and products 150,146 117,173 142,672 62,944 108,611 29,656 611,202 Selling, general and administrative 1 15,545 9,922 10,152 7,800 8,415 16,911 68,745 Operating income (loss) 66,325 21,935 30,019 100 16,425 (46,567) 88,237 Interest income — — — — — 4,904 4,904 Interest expense, net of amounts capitalized — — — — — (8,456) (8,456) Equity in income (losses) of unconsolidated affiliates — — — — — 1,210 1,210 Other income (expense), net — — — — — 182 182 Income (loss) before income taxes $ 66,325 $ 21,935 $ 30,019 $ 100 $ 16,425 $ (48,727) $ 86,077 Depreciation and amortization $ 14,220 $ 2,779 $ 4,679 $ 1,966 $ 1,016 $ 2,769 $ 27,429 Capital expenditures, including business acquisitions $ 11,495 $ 1,642 $ 4,408 $ 1,636 $ 2,567 $ 1,432 $ 23,180 1 For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses. 20 Table of Contents For the Six Months Ended June 30, 2026 (in thousands) Subsea Robotics Manufactured Products OPG IMDS ADTech Unallocated Expenses Total Revenue $ 446,289 $ 292,678 $ 318,219 $ 138,728 $ 264,699 $ — $ 1,460,613 Cost of services and products 294,479 224,815 249,639 124,131 223,490 59,807 1,176,361 Selling, general and administrative 1 29,977 19,843 20,217 15,495 16,673 36,022 138,227 Operating income (loss) 121,833 48,020 48,363 (898) 24,536 (95,829) 146,025 Interest income — — — — — 9,965 9,965 Interest expense, net of amounts capitalized — — — — — (17,561) (17,561) Equity in income (losses) of unconsolidated affiliates — — — — — 1,487 1,487 Other income (expense), net — — — — — 990 990 Income (loss) before income taxes $ 121,833 $ 48,020 $ 48,363 $ (898) $ 24,536 $ (100,948) $ 140,906 Depreciation and amortization $ 27,938 $ 5,553 $ 9,434 $ 3,908 $ 2,022 $ 5,745 $ 54,600 Capital expenditures, including business acquisitions $ 20,018 $ 2,724 $ 6,809 $ 3,877 $ 3,914 $ 3,243 $ 40,585 1 For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses. June 30, 2026 (in thousands) Subsea Robotics Manufactured Products OPG IMDS ADTech Corporate and Other Total Assets $ 567,134 $ 381,065 $ 490,504 $ 149,121 $ 152,032 $ 948,982 $ 2,688,838 Property and Equipment, Net $ 206,959 $ 57,274 $ 139,777 $ 17,086 $ 10,568 $ 11,565 $ 443,229 Goodwill $ 23,809 $ — $ — $ 16,526 $ 10,454 $ — $ 50,789 21 Table of Contents For the Three Months Ended June 30, 2025 (in thousands) Subsea Robotics Manufactured Products OPG IMDS ADTech Unallocated Expenses Total Revenue $ 218,786 $ 145,134 $ 149,281 $ 75,367 $ 109,593 $ — $ 698,161 Cost of services and products 138,839 116,474 117,307 62,882 85,640 28,592 549,734 Selling, general and administrative 1 15,442 9,888 10,311 7,838 7,654 18,105 69,238 Operating income (loss) 64,505 18,772 21,663 4,647 16,299 (46,697) 79,189 Interest income — — — — — 3,017 3,017 Interest expense, net of amounts capitalized — — — — — (9,472) (9,472) Equity in income (losses) of unconsolidated affiliates — — — — — 311 311 Other income (expense), net — — — — — 5,371 5,371 Income (loss) before income taxes $ 64,505 $ 18,772 $ 21,663 $ 4,647 $ 16,299 $ (47,470) $ 78,416 Depreciation and amortization $ 12,385 $ 2,741 $ 4,663 $ 1,839 $ 900 $ 2,872 $ 25,400 Capital expenditures, including business acquisitions $ 20,800 $ 549 $ 5,810 $ 515 $ 1,251 $ 1,347 $ 30,272 1 For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses. For the Six Months Ended June 30, 2025 (in thousands) Subsea Robotics Manufactured Products OPG IMDS ADTech Unallocated Expenses Total Revenue $ 424,762 $ 280,171 $ 314,222 $ 146,785 $ 206,744 $ — $ 1,372,684 Cost of services and products 272,401 234,141 237,370 123,770 165,133 56,431 1,089,246 Selling, general and administrative 1 28,224 18,591 19,523 14,906 14,647 34,886 130,777 Operating income (loss) 124,137 27,439 57,329 8,109 26,964 (91,317) 152,661 Interest income — — — — — 6,661 6,661 Interest expense, net of amounts capitalized — — — — — (18,547) (18,547) Equity in income (losses) of unconsolidated affiliates — — — — — 673 673 Other income (expense), net — — — — — 6,346 6,346 Income (loss) before income taxes $ 124,137 $ 27,439 $ 57,329 $ 8,109 $ 26,964 $ (96,184) $ 147,794 Depreciation and amortization $ 24,121 $ 5,391 $ 9,352 $ 3,569 $ 1,733 $ 5,682 $ 49,848 Capital expenditures, including business acquisitions $ 39,716 $ 1,333 $ 10,105 $ 1,966 $ 1,851 $ 1,389 $ 56,360 1 For all reportable segments, Selling, general and administrative expense primarily includes payroll and related costs including subcontractors and temporary labor, lease and rental expense, maintenance and supplies expense, insurance expense and certain overhead expenses. 22 Table of Contents June 30, 2025 (in thousands) Subsea Robotics Manufactured Products OPG IMDS ADTech Corporate and Other Total Assets $ 504,997 $ 371,000 $ 456,908 $ 128,980 $ 138,144 $ 727,553 $ 2,327,582 Property and Equipment, Net $ 219,903 $ 61,495 $ 130,655 $ 15,408 $ 7,141 $ 11,065 $ 445,667 Goodwill $ 23,813 $ — $ — $ 17,116 $ 10,454 $ — $ 51,383 Depreciation and Amortization Depreciation expense on property and equipment, reflected in Depreciation and Amortization for the three- and six-month periods ended June 30, 2026, was $23 million and $46 million, respectively, and for the three- and six-month periods ended June 30, 2025, was $21 million and $42 million, respectively. Amortization expense on long-lived intangible assets, debt issuance costs and debt discount reflected in Depreciation and Amortization, for the three- and six-month periods ended June 30, 2026 was $4.0 million and $8.3 million, respectively, and for the three- and six-month periods ended June 30, 2025, was $4.0 million and $7.9 million, respectively. Assets, Property and Equipment, Net and Goodwill All assets specifically identified with a particular business segment have been segregated. Cash and cash equivalents, certain other current assets, certain investments and certain other assets have not been allocated to particular business segments and are included in Corporate and Other. The changes in our reporting units’ goodwill balances during the periods presented are from currency exchange rate changes for June 30, 2026 and 2025. 10. SUBSEQUENT EVENTS On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of the 2034 Notes. We will pay interest on the 2034 Notes on January 15 and July 15 of each year, commencing on January 15, 2027. The 2034 Notes are scheduled to mature on July 15, 2034. We may redeem some or all of the 2034 Notes at specified redemption prices. We received proceeds from the offering of the 2034 Notes of approximately $492 million, after initial purchasers’ discounts and offering expenses. On July 6, 2026, we entered into an Agreement and Amendment No. 2 to the Revolving Credit Agreement, with certain of our subsidiaries, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent (the “Amendment No. 2”), which amended the Revolving Credit Agreement. Amendment No. 2 modified the existing Revolving Credit Agreement to, among other things,(i) increase the aggregate commitments of the lenders under the Revolving Credit Facility from $215 million to $345 million, with a $150 million sublimit for the issuance of letters of credit, (ii) extend the scheduled maturity date of the commitments under the Revolving Credit Facility from 2027 to 2031 and (iii) reduce the applicable margin on loans under the Revolving Credit Facility from varying from 1.25% to 2.25% to 1.00% to 2.00% in the case of Base Rate loans and from varying from 2.25% to 3.25% to 2.00% to 3.00% in the case of Term SOFR loans, in each case, depending on the Consolidated Net Leverage Ratio. On July 6, 2026, we used the net proceeds from the 2034 Notes, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $500 million principal amount outstanding of the 2028 Senior Notes. We repurchased approximately $400 million principal amount of the 2028 Senior Notes for approximately $415 million. The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on July 6, 2026. On June 25, 2026, we delivered a conditional notice to the holders of the 2028 Senior Notes that we have elected to redeem all of the remaining principal amount outstanding of the 2028 Senior Notes on July 25, 2026 (the “Redemption Date”), pursuant to our optional redemption right under the indenture governing the 2028 Senior Notes. The redemption was conditioned on the completion of an offering of senior notes in an aggregate principal amount that results in gross proceeds to Oceaneering of at least $500 million, which condition was satisfied on July 6, 2026, in connection with the issuance of the 2034 Notes. The redemption price will be equal to 100% of the 23 Table of Contents principal amount of the 2028 Senior Notes plus accrued and unpaid interest up to but not including the Redemption Date plus a “make-whole premium.” We intend to finance the redemption of the 2028 Senior Notes with cash on hand and remaining proceeds from the issuance of the 2034 Notes. Upon retirement of the 2028 Senior Notes, we will write off the related unamortized debt issuance cost balance. 24 Table of Contents