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TDW 8-K filings, explained
Every material Form 8-K Tidewater has filed with the SEC since February 27, 2025, 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.
Tidewater became the guarantor of the BNDES Construction Loans on October 1, 2026, replacing guarantees previously given by the sellers of Wilson Sons Ultratug and Atlantic Offshore Services. The amended loans carry higher interest rates and a higher collateral coverage ratio, and the lender gained broader rights to accelerate repayment. The filing does not state the total outstanding loan balance.
Tidewater guarantees the full payment of borrower obligations under the BNDES Construction Loans, under an agreement dated September 21, 2026.
Interest rates rose to 3.21% on four loan agreements and 3.77% on one; collateral coverage ratio increased to 130%.
Seller guarantees were terminated and Replacement LCs from DNB Bank ASA, capped at $170,458,000, were cancelled effective October 2, 2026.
Full loan agreements will be filed with the Form 10-Q for the quarter ended September 30, 2026.
Tidewater Inc. entered into a Guarantee Agreement with Brazil's BNDES on September 21, 2026, agreeing to guarantee full and timely payment of its subsidiary's obligations under five BNDES construction loans. The filing states the guarantee is unsecured and ranks pari passu with Tidewater's other unsecured and unsubordinated obligations, and that the company is working with BNDES to release Wilson Sons and Remolcadores as guarantors.
Guarantee dated September 21, 2026, covers obligations of Wilson Sons Offshore S.A. (now Tidewater do Brasil S.A.) as borrower
Covers five BNDES Construction Loans entered into between 2007 and 2012, under Credit Facility Agreements Nos. 07.2.0417.1 through 12.2.0434.1
Guarantee is unsecured and ranks pari passu with Tidewater's other unsecured, unsubordinated obligations
Filing does not state a loan amount; Tidewater is working with BNDES to finalize release of Wilson Sons and Remolcadores as guarantors
Tidewater completed its acquisition of Wilson, Sons Ultratug and affiliate Atlantic Offshore Services effective August 31, 2026, for an aggregate purchase price of $500 million on a debt-free, cash-free basis. The company paid about $283.1 million in cash and assumed about $229.3 million of existing target debt, and it took on new guarantee and liquidity obligations tied to the target's BNDES loans.
Tidewater paid approximately $283.1 million in cash and acquired the targets subject to about $229.3 million of existing debt; the price remains subject to a post-closing adjustment.
Tidewater procured unsecured bank guarantees from DNB Bank ASA of up to $170,458,000 and must maintain minimum liquidity of at least 1.25x the outstanding Replacement LCs.
Tidewater must use best endeavors to replace or repay BNDES parent company guarantees before December 31, 2026; the BNDES construction loans total about $170.1 million outstanding.
The deal adds a fleet of 22 PSVs, and the company's BB Loan guarantee was replaced by Tidewater at closing, with the BB Loan outstanding principal of about $22.5 million.
Tidewater reported second-quarter 2026 revenue of $342.3 million, roughly flat from $341.4 million a year earlier, but net income fell to $21.7 million ($0.43 per diluted share) from $72.9 million ($1.46) in the same quarter of 2025. The company also revised its 2026 revenue guidance to $1.42 billion to $1.47 billion and gross margin guidance to 49% to 50%, reflecting a delayed closing of the WSUT acquisition and Middle East conflict costs.
Q2 2026 revenue $342.3 million versus $341.4 million in Q2 2025; up 4.9% from Q1 2026.
Q2 2026 net income $21.7 million ($0.43 diluted) versus $72.9 million ($1.46 diluted) a year earlier.
Average day rate rose $655 per day (2.9%) from Q1 2026 to $22,938; weighted average leading edge day rate was $24,341.
2026 revenue guidance set at $1.42 billion to $1.47 billion; WSUT acquisition now expected to close around September 1, 2026; about $13.1 million of conflict-related costs expected in 2026.
At its June 16, 2026 annual meeting, Tidewater's stockholders elected seven directors to one-year terms, approved a 2,250,000-share increase to the 2021 Stock Incentive Plan, and approved executive pay in an advisory vote. The filing reports routine governance outcomes with no change in financial results or guidance, but the larger plan share reserve adds potential future equity dilution for shareholders.
Seven directors elected, including Melissa Cougle, Dick H. Fagerstal, Quintin V. Kneen, Louis A. Raspino, Robert E. Robotti, Kenneth H. Traub and Lois K. Zabrocky
Stockholders approved a First Amendment increasing shares available under the 2021 Stock Incentive Plan by 2,250,000, effective June 16, 2026
Shareholders represented 44,546,831 of 49,729,815 eligible shares (89.57%); PricewaterhouseCoopers LLP ratified as auditor for fiscal 2026
Tidewater reported first-quarter 2026 revenue of $326.2 million, down 2.2% from $333.4 million a year earlier, and net income of $6.1 million ($0.12 per diluted share), compared with $42.7 million ($0.83 per share) in the first quarter of 2025. The company reiterated its 2026 revenue guidance of $1.43 billion to $1.48 billion and a 49% to 51% gross margin, assuming the Wilson Sons Ultratug acquisition closes by the end of the second quarter.
Revenue of $326.2 million, down 2.2% from $333.4 million in Q1 2025
Net income of $6.1 million ($0.12 per diluted share), versus $42.7 million ($0.83) in Q1 2025
Foreign exchange loss of $3.4 million weighed on results; Adjusted EBITDA was $129.3 million
2026 revenue guidance of $1.43 billion to $1.48 billion reiterated; $500 million share repurchase authorization outstanding
Tidewater director Darron M. Anderson told the Board on March 17, 2026 that he will not stand for reelection at the 2026 Annual Meeting of Stockholders. He will remain a director and serve on the Audit Committee and Safety & Sustainability Committee until his current term ends, and the filing says his decision did not stem from any disagreement with the company. The Board will shrink from eight seats to seven.
Darron M. Anderson notified the Board on March 17, 2026 of his intent not to stand for reelection.
He will serve until his current term expires at the 2026 Annual Meeting.
He sits on the Audit Committee and Safety & Sustainability Committee.
Board size will be reduced from eight directors to seven.
Tidewater reported fourth-quarter 2025 revenue of $336.8 million, down 2.4% from a year earlier, while net income attributable to the company rose to $219.9 million ($4.41 per diluted share) from $36.9 million, mainly because of a non-cash deferred tax benefit of $201.5 million. The company also updated its 2026 revenue guidance to $1.43 billion to $1.48 billion, pro forma for the pending Wilson Sons Ultratug acquisition, which it said assumes a mid-year close.
Q4 2025 revenue of $336.8 million, down from $345.1 million in Q4 2024; Q4 Adjusted EBITDA of $143.1 million
Q4 net income of $219.9 million ($4.41 per diluted share), versus $36.9 million ($0.70 per diluted share) a year earlier, helped by a $201.5 million non-cash deferred tax benefit
2026 revenue guidance set at $1.43 billion to $1.48 billion, with gross margin guidance of 49% to 51%, pro forma for the Wilson Sons Ultratug acquisition
Full-year 2025 revenue of $1,352.8 million, up 0.5%; the company has $500 million remaining in its share repurchase authorization
Tidewater signed an agreement on February 22, 2026 to acquire Wilson Sons UltraTug's shipping business, which owns 22 platform supply vessels, for a $500 million all-cash purchase price before adjustments. The deal is expected to close in late second quarter 2026, subject to Brazilian antitrust approval and other conditions, and the filing does not report a current earnings impact for shareholders.
Purchase price of $500 million, subject to adjustments, including a reduction for about $261 million of assumed debt as of September 30, 2025
Company expects to close the transaction in late second quarter 2026; the agreement's outside date is December 31, 2026
Target fleet includes 22 platform supply vessels, 19 of them Brazilian-built; a $7.5 million break payment applies in certain circumstances
Company said it expects the deal to be accretive to 2026 and 2027 earnings and free cash flow per share, and updated 2026 guidance was referenced
Tidewater reported third-quarter 2025 revenue of $341.1 million, up 0.2% from a year earlier, but swung to a net loss of $0.8 million, or $0.02 per diluted share, from net income of $46.4 million a year earlier. The loss reflects a $27.1 million loss on early debt extinguishment tied to the July 2025 refinancing. The company also narrowed its 2025 revenue guidance and initiated 2026 revenue guidance of $1.32 billion to $1.37 billion.
Q3 2025 revenue of $341.1 million versus $340.4 million in Q3 2024; net loss of $0.8 million versus net income of $46.4 million
Loss on early extinguishment of debt of $27.1 million associated with the July 2025 refinancing
2025 revenue guidance narrowed to $1.33 billion to $1.35 billion; 2025 gross margin guidance of 49% to 50%
2026 guidance initiated at $1.32 billion to $1.37 billion in revenue and 48% to 50% gross margin; $500 million share repurchase authorization outstanding
Tidewater reported second-quarter 2025 revenue of $341.4 million and net income of $72.9 million, or $1.46 per diluted share, compared with $50.4 million, or $0.94 per share, a year earlier. The net income includes a one-time, non-cash $27.0 million increase from reversing a valuation allowance on U.S. net operating losses, and the company reiterated its 2025 revenue and gross margin guidance. The Board also approved a share repurchase program of up to $500.0 million, which the company may modify, suspend or discontinue at any time.
Q2 2025 revenue of $341.4 million, up 0.6% from $339.2 million in Q2 2024.
Net income attributable to Tidewater of $72.9 million ($1.46 diluted per share), versus $50.4 million ($0.94) a year earlier, including a one-time, non-cash $27.0 million benefit.
Board authorized a share repurchase program of up to $500.0 million; the company is not obligated to buy any specific number of shares.
2025 revenue guidance of $1.32 billion to $1.38 billion and gross margin guidance of 48% to 50% were reiterated.
Tidewater issued $650 million of 9.125% senior notes due 2030 and entered a new $250 million senior secured revolving credit facility, replacing its existing $25 million facility. Proceeds were used to repay its term loan and redeem its 8.50% 2026 Bonds and 10.375% 2028 Bonds, which increases the company's debt under the new notes and facility.
$650 million of 9.125% senior notes due July 15, 2030, issued under an indenture with Wilmington Trust, National Association, as trustee
New $250 million senior secured revolving credit facility with DNB Bank ASA, priced at Term SOFR plus 250 to 350 basis points, replacing the $25 million facility terminated in connection with the financing
Redemption of 100% of the 8.50% Senior Secured Bonds due 2026 and 10.375% Senior Unsecured Bonds due 2028 with all conditions met effective July 7, 2025
Piers Middleton named Executive Vice President and Chief Operating Officer, effective July 1, 2025
Tidewater said Executive Vice President and Chief Operating Officer David Darling will stop serving as an executive officer effective June 30, 2025, as part of a long-term succession plan. He will provide transition services for up to 18 months but will no longer have an executive decision-making or policy-setting role. At the June 5, 2025 annual meeting, stockholders elected all eight director nominees, approved the advisory vote on executive compensation, and ratified PricewaterhouseCoopers LLP as auditor.
Darling, 70, ceases executive officer role effective June 30, 2025, and will support the transition for up to 18 months.
He will receive a monthly cash payment of $5,000 during the transition period, plus severance benefits under a agreement dated effective March 9, 2021.
At the June 5, 2025 annual meeting, 87.79% of the 50,853,374 shares entitled to vote were represented.
All eight director nominees were elected, the advisory say-on-pay vote was approved, and PricewaterhouseCoopers LLP was ratified for fiscal 2025.
Tidewater reported first-quarter 2025 revenue of $333.4 million, up 3.8% from $321.2 million a year earlier, but net income fell to $42.7 million ($0.83 per share) from $47.0 million ($0.89 per share). The company reiterated its 2025 revenue guidance of $1.32 to $1.38 billion and gross margin guidance of 48% to 50%, and said it repurchased 2.3 million shares for $90.0 million through April 14, 2025.
Q1 2025 revenue of $333.4 million, up from $321.2 million in Q1 2024
Net income of $42.7 million ($0.83 per diluted share), down from $47.0 million ($0.89 per share)
Free cash flow of $94.7 million and net cash from operating activities of $86.0 million
2025 revenue guidance of $1.32 to $1.38 billion reiterated, not changed
Tidewater reported fourth-quarter 2024 revenue of $345.1 million, up from $302.7 million a year earlier, while quarterly net income of $36.9 million ($0.70 per diluted share) was roughly flat against $37.7 million ($0.70) in the prior-year quarter. The company also initiated 2025 revenue guidance of $1.32 billion to $1.38 billion and approved a new share repurchase program of up to $90.3 million, which management said is the maximum permitted under its existing debt agreements.
Q4 2024 revenue of $345.1 million, compared with $302.7 million for Q4 2023
Q4 2024 net income of $36.9 million ($0.70 per diluted share), compared with $37.7 million ($0.70) for Q4 2023
Full-year 2024 net income of $180.7 million ($3.40 per diluted share), up 85.9% from 2023
2025 guidance: revenue of $1.32 billion to $1.38 billion and gross margin of 48% to 50%; new buyback authorization of $90.3 million
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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