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Close of Nov 06, 2026 · end-of-day data
OII 8-K filings in 2026
Every material Form 8-K Oceaneering International filed with the SEC in 2026, 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Oceaneering International filing is on SEC EDGAR ↗. 8-K briefs of other companies →