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OII 8-K filings, explained
Every material Form 8-K Oceaneering International has filed with the SEC since July 24, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Oceaneering International furnished a Regulation FD disclosure stating that an investor handout for use in institutional investor meetings is available on its Investor Relations page from November 5, 2026, after market close. The filing contains no financial results, guidance, or other new company performance data.
Investor handout will be used during institutional investor meetings.
Handout is available at www.oceaneering.com on the Investor Relations page beginning November 5, 2026, after market close.
Filing is signed by CFO Michael W. Sumruld and dated November 5, 2026.
Oceaneering reported third-quarter 2026 revenue up 6% to $785 million and operating income up 7% to $92.2 million, but net income attributable to the company fell 26% to $52.6 million, or $0.52 per diluted share, from $0.71 a year earlier. The company also initiated full-year 2027 EBITDA guidance of $430 million to $480 million and guided fourth-quarter 2026 EBITDA to $85 million to $95 million.
Q3 2026 revenue rose 6% to $785 million; adjusted EBITDA rose 7% to $119 million.
Net income attributable to Oceaneering fell 26% to $52.6 million; diluted EPS was $0.52 versus $0.71 a year earlier.
Initial 2027 consolidated EBITDA guidance is $430 million to $480 million; fourth-quarter 2026 EBITDA is guided to $85 million to $95 million.
Free cash flow was $142 million in the quarter; cash and cash equivalents totaled $735 million at September 30, 2026. The company issued $500 million of 6.875% Senior Notes due 2034 during the quarter.
Oceaneering reported second-quarter 2026 revenue of $768 million, up 10% from a year earlier, and diluted earnings per share of $0.65 versus $0.54. The company updated its full-year 2026 consolidated adjusted EBITDA guidance to $400 million to $440 million and said it is refinancing its debt, with the transactions to be completed in the third quarter.
Q2 2026 revenue $768 million (up 10%); operating income $88.2 million (up 11%); net income attributable to Oceaneering $65.0 million (up 19%)
Full-year 2026 consolidated adjusted EBITDA guidance is $400 million to $440 million; third-quarter EBITDA guidance is $115 million to $125 million
Planned $500 million of 6.875% senior notes due 2034, a tender offer for 2028 senior notes, and a revolver increase from $215 million to $345 million extended to July 2031
IMDS operating income fell by $4.5 million in the quarter; cash and cash equivalents were $629 million at June 30, 2026
Oceaneering completed a private placement of $500 million of 6.875% senior notes due July 15, 2034 on July 6, 2026, and amended its senior secured revolving credit facility the same day. The notes satisfied the financing condition for a previously announced cash tender offer, and the amendment raised revolver commitments and extended their maturity, which the company says provides additional financial flexibility.
$500 million of 6.875% senior notes due July 15, 2034, sold to qualified institutional and non-U.S. buyers on July 6, 2026
Interest payable January 15 and July 15 each year, starting January 15, 2027; notes are unsecured senior obligations
Revolving credit commitments increased from $215 million to $345 million; maturity extended from 2027 to 2031
Financing condition for the cash tender offer described in the June 24, 2026 Offer to Purchase was satisfied on July 6, 2026
Oceaneering agreed to sell $500 million of 6.875% senior notes due 2034 in a private placement, with closing expected July 6, 2026. The company plans to use the proceeds, with cash on hand if needed, to fund a tender offer for its 6.000% senior notes due 2028, and separately gave notice of a conditional full redemption of those 2028 notes on July 25, 2026. The filing reports debt refinancing rather than operating results, so it does not show a change in earnings or guidance.
$500 million of 6.875% senior notes due 2034 priced at par, plus accrued interest from July 6, 2026
Proceeds intended to fund the tender offer for 6.000% senior notes due 2028, with any remainder for general corporate purposes
Conditional full redemption of the 2028 notes expected July 25, 2026, conditioned on at least $500 million of gross proceeds, which may be waived
Offering expected to close July 6, 2026, subject to customary closing conditions
Oceaneering reported first quarter 2026 results with revenue up 3% to $692 million, but net income fell 28% to $36.1 million and adjusted EBITDA fell 13% to $83.7 million. The company kept its full-year 2026 EBITDA guidance of $390 million to $440 million, but now expects IMDS operating income to rise by less than it previously anticipated, and free cash flow was negative $76.5 million for the quarter.
Revenue was $692 million, up 3% from the first quarter of 2025; operating income was $57.8 million, down 21%.
Net income was $36.1 million, down 28%; diluted earnings per share were $0.36, compared with $0.49 a year earlier.
Full-year 2026 consolidated EBITDA guidance of $390 million to $440 million was maintained; second quarter EBITDA is expected to be $100 million to $110 million.
ADTech operating income fell 24% to $8.1 million after an accrual tied to the resolution of a contract dispute.
On March 17, 2026, Oceaneering's compensation committee amended the change-of-control agreement with CEO Roderick A. Larson and the company's change-of-control plan, and adopted an Executive Leadership Team Severance Plan. The changes tie severance to a release of claims and restrictive covenants, and set out the severance terms for executives, including a two-times salary-plus-target-bonus payment for the CEO.
CEO Roderick A. Larson's severance is conditioned on a release of claims and compliance with restrictive covenants, with outplacement services for 24 months.
The amended change-of-control plan provides a prorated short-term incentive for the year of termination based on actual performance, and outplacement for 12 months.
The new ELT Severance Plan pays the CEO two times base salary plus target short-term incentive over 24 months, versus one times for other executives over 12 months.
Filing is dated March 20, 2026; exhibits 10.1 to 10.3 contain the full agreement and plans.
Oceaneering reported fourth-quarter 2025 revenue of $669 million, down 6% from a year earlier, and adjusted EBITDA of $90.5 million, down 11%. GAAP net income rose 217% to $178 million, but that increase reflects a discrete tax benefit. For the full year, revenue rose 5% to $2.8 billion and net income rose 140% to $354 million, and the company issued 2026 guidance for net income of $178 million to $203 million.
Q4 2025 adjusted EBITDA was $90.5 million, down 11%; Q4 revenue was $669 million, down 6%.
Q4 GAAP net income was $178 million, up 217%, which included a discrete tax benefit from releasing valuation allowances.
Full-year 2025 revenue was $2.8 billion, up 5%, and adjusted EBITDA was $401 million, up 16%.
2026 guidance: net income of $178 million to $203 million, consolidated EBITDA of $390 million to $440 million, and free cash flow of $100 million to $120 million.
Oceaneering's board appointed Michael W. Sumruld as Senior Vice President and Chief Financial Officer, effective January 1, 2026, succeeding Alan R. Curtis, who is retiring. The board also elected Roger Jenkins, former CEO of Murphy Oil Corporation, as an independent, non-executive director, effective the same day. The filing discloses Sumruld's compensation package and that Curtis will remain in a supporting role during a transition period.
Michael W. Sumruld becomes Senior Vice President and CFO on January 1, 2026, replacing Alan R. Curtis, who retires at the end of 2025.
Sumruld's 2026 annual base salary is $505,000, with a long-term incentive award of $1,515,000 and a 2026 annual bonus target of 90% of base salary.
Roger Jenkins is elected as an independent, non-executive Class III director effective January 1, 2026, with a term extending to the 2028 Annual Meeting of Shareholders.
Sumruld joined Oceaneering in September 2025 as Senior Vice President, Finance, after serving as CFO of Parker Drilling Company.
Oceaneering reported third quarter 2025 results, with revenue up 9% to $743 million and net income up 73% to $71.3 million, or $0.71 per diluted share, versus $0.40 a year earlier. The company also gave fourth quarter 2025 consolidated EBITDA guidance of $80 million to $90 million, expects fourth quarter revenue to be lower than a year earlier, and initiated full-year 2026 consolidated EBITDA guidance of $390 million to $440 million.
Q3 2025 revenue rose 9% to $743 million; operating income rose 21% to $86.5 million
Net income was $71.3 million, or $0.71 per diluted share, compared with $0.40 in Q3 2024
Q4 2025 consolidated EBITDA is forecast at $80 million to $90 million, with revenue expected to be lower than Q4 2024
Initial 2026 consolidated EBITDA guidance is $390 million to $440 million; a conference call is set for October 23, 2025 at 10:00 a.m. Central Time
Oceaneering reported second quarter 2025 results, with revenue up 4% to $698 million, operating income up 31% to $79.2 million, and net income up 56% to $54.4 million, or $0.54 per diluted share versus $0.34 a year earlier. The company also gave third quarter guidance of $100 million to $110 million in consolidated EBITDA and updated its full-year 2025 consolidated adjusted EBITDA range to $390 million to $420 million, while lowering its Subsea Robotics revenue outlook to mid-single digit growth due to weaker-than-expected Survey business contributions.
Q2 2025 revenue was $698 million, up 4% from $668.8 million in Q2 2024; net income was $54.4 million, up from $35.0 million.
Adjusted EBITDA rose 20% to $103 million; free cash flow was $46.9 million and ending cash was $434 million.
Third quarter 2025 consolidated EBITDA is forecast at $100 million to $110 million, with Unallocated Expenses of $45 million to $50 million.
Full-year 2025 consolidated adjusted EBITDA is expected to be $390 million to $420 million; the company will hold a conference call on July 24, 2025 at 10:00 a.m. Central Time.
Oceaneering International said its Senior Vice President and Chief Financial Officer, Alan R. Curtis, will retire effective January 1, 2026. Michael W. Sumruld, former CFO of Parker Drilling, will join as Senior Vice President of Finance on September 1, 2025, and is expected to succeed Curtis as CFO. The filing gives no financial results, so the change is a leadership transition rather than a change in company performance.
Alan R. Curtis retires as CFO effective January 1, 2026, and will serve in a supporting role during a transition period if required.
Michael W. Sumruld joins as Senior Vice President of Finance on September 1, 2025, and is expected to succeed Curtis as CFO.
Sumruld was CFO of Parker Drilling Company from October 2017 until its sale to Nabors Industries Ltd. in March 2025.
Curtis joined Oceaneering in 1995 and has been CFO since 2015.
Oceaneering reported first quarter 2025 revenue of $675 million, up 13% from a year earlier, and net income of $50.4 million, or $0.49 per diluted share, versus $15.1 million, or $0.15, a year earlier. The company reiterated its full-year 2025 EBITDA guidance of $380 million to $430 million and projected second quarter 2025 EBITDA of $95 million to $105 million.
Q1 2025 revenue $675 million, up 13% year over year; operating income $73.5 million, up 100%
Adjusted EBITDA $96.7 million, up 57%; this figure does not reflect a $10.4 million inventory reserve in Manufactured Products
Free cash flow was negative $106.8 million in the quarter; ending cash was $382 million
Full-year 2025 EBITDA guidance of $380 million to $430 million reiterated; Q2 2025 EBITDA projected at $95 million to $105 million
Oceaneering reported fourth quarter 2024 revenue of $713 million, up 9% from a year earlier, and net income of $56.1 million, or $0.55 per diluted share, versus $0.43 a year earlier. For full year 2024, revenue was $2.7 billion, up 10%, and net income was $147 million, up 51%. The company also adjusted the lower end of its 2025 EBITDA guidance, citing potential impacts of geopolitical uncertainties, while its 2025 consolidated EBITDA range is $380 million to $430 million.
Q4 2024 revenue of $713 million, up 9% year over year; net income of $56.1 million, up 26%; diluted EPS of $0.55 versus $0.43
Full year 2024 revenue of $2.7 billion, up 10%; net income of $147 million, up 51%
2025 guidance: net income of $160 million to $190 million and consolidated EBITDA of $380 million to $430 million, with the lower end of the EBITDA range adjusted
Conference call and webcast scheduled for Thursday, February 20, 2025 at 10:00 a.m. Central Time
Oceaneering International's board promoted Benjamin M. Laura, currently Senior Vice President and Chief Innovation Officer, to Senior Vice President and Chief Operating Officer, effective January 1, 2025. The filing discloses a senior management change but no financial results, guidance, or compensation terms for the new role.
Promotion effective January 1, 2025; announced by the board on November 21, 2024
Laura, age 45, has been Senior Vice President and Chief Innovation Officer since October 2022 and joined the company in 2014
Prior roles include Senior Vice President, Offshore Projects Group (May 2020 to October 2022) and Baker Hughes Vice President and Managing Director for Baker Hughes do Brasil
CEO Roderick A. Larson said Laura's experience and record as a change leader make him an ideal fit for the COO role
Oceaneering reported third-quarter 2024 net income of $41.2 million, or $0.40 per diluted share, on revenue of $680 million, compared with net income of $29.8 million, or $0.29 per share, on revenue of $635 million a year earlier. The company revised its full-year 2024 adjusted EBITDA guidance to $340 million to $350 million and gave initial 2025 consolidated EBITDA guidance of $400 million to $430 million.
Q3 2024 net income $41.2 million and diluted EPS $0.40, versus $29.8 million and $0.29 in Q3 2023
Q3 2024 revenue $680 million, up from $635 million a year earlier; adjusted net income was $37.2 million, or $0.36 per share
Revised 2024 consolidated adjusted EBITDA guidance of $340 million to $350 million; initial 2025 consolidated EBITDA guidance of $400 million to $430 million
Repurchased 422,229 shares for approximately $10 million in the quarter, the first share repurchases since 2015
Oceaneering reported second-quarter 2024 net income of $35.0 million, or $0.34 per diluted share, up from $19.0 million, or $0.19, a year earlier, on revenue of $669 million, up 12%. The company narrowed its full-year 2024 adjusted EBITDA guidance to $340 million to $370 million and expects third-quarter EBITDA of $95 million to $105 million.
Q2 2024 revenue was $669 million versus $598 million in Q2 2023; net income was $35.0 million versus $19.0 million.
Adjusted net income was $28.6 million, or $0.28 per share, after $(1.0) million of pre-tax foreign exchange adjustments and $(5.5) million of discrete tax expenses.
Full-year 2024 adjusted EBITDA guidance was narrowed to $340 million to $370 million; free cash flow guidance of $110 million to $150 million was unchanged.
Manufactured Products backlog was $713 million at June 30, 2024, up $295 million year over year; ADTech operating income declined on a contract dispute reserve.
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