TIDEWATER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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A MESSAGE TO OUR SHAREHOLDERS FROM TIDEWATER’S

PRESIDENT & CHIEF EXECUTIVE OFFICER,

QUINTIN V. KNEEN

Dear Fellow Shareholders,

I am pleased to invite you to our 2025 Tidewater virtual annual shareholder meeting being held on June 5, 2025. Thank you for your continued investment in Tidewater and your time considering the routine but important governance matters raised in this Proxy Statement.

The 2024 fiscal year was another year of strong execution and financial performance for Tidewater. We delivered significant financial improvements: Year-over-year, our revenue grew by 33.3%, net income increased by 85.9%, adjusted EBITDA grew by 44.7%, and free cash flow increased by nearly 200%. It also marked the first full year that Tidewater actively returned capital to shareholders since 2015. We commenced our share repurchase program in the fourth quarter of 2023 and actively repurchased approximately 1.4 million shares for $90.7 million in the open market during 2024, and when combined with cash in exchange for the payment of employee taxes, culminated in $119 million of cash used to reduce the number of outstanding shares by 1.7 million.

The position we hold today in the offshore market and our financial performance during 2024 is a product of a multiyear effort to dispose of older, lower-specification vessels, pursue a disciplined acquisition strategy to bring into the fleet younger, higher specification vessels and to leverage the investments we have made by maximizing the scalability of our global shore-based infrastructure.

This strategy, combined with what has been an improving offshore activity environment, has driven our success.

As pleased as I am with the financial results achieved in 2024, I am equally as grateful to our entire global team for their continuous effort to build Tidewater into the safest, most sustainable, most reliable, and most profitable high-specification offshore energy support vessel fleet in the world.

Strong governance and a commitment to transparency and communication are fundamental to Tidewater’s operations and success. Our Board of Directors remains focused on supporting Tidewater’s growth and strategy. On behalf of the Company, I want to express my appreciation to our Board members for their support, guidance and dedication to our long-term success.

To our customers, shareholders, employees and communities—thank you for your continued support of Tidewater. I remain honored to serve as the Company’s President and Chief Executive Officer, and I appreciate the trust you place in me, our Board and our leadership team. With our modern, high-specification fleet, our scalable shore-based infrastructure, and our relentless dedication to capital discipline, we are confident in our ability to courageously and compassionately lead the offshore industry, driving another year of progress and success in 2025.

Sincerely,

Quintin V. Kneen

President, Chief Executive Officer & Director

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A MESSAGE TO OUR SHAREHOLDERS FROM TIDEWATER’S

CHAIRMAN OF THE BOARD, DICK FAGERSTAL

Dear Fellow Shareholders:

I would like to take this opportunity to express my gratitude for your continued support and trust in our Company. Our commitment to the pursuit of excellence is not only reflected in our operational performance but also deeply ingrained in our striving towards “best-practice” governance principles that guide our decision-making and strategic direction. Below, I have outlined some of our thinking in this regard.

First I would like to mention that if we are not able to operate safely, we will lose the trust of our customers, employees, investors, and regulators—thus safe operations is our foundation. As a Board, we have a stand alone Safety & Sustainability Committee dedicating the necessary time and effort to provide the Board a thorough understanding of the Company’s approach to safe operations. Good governance, however, is so much more than a set of rules; it is the framework through which we manage our affairs ethically and responsibly and it must be reinforced through how we treat our customers, employees, senior management, fellow directors, and all of our collective stakeholders. We are dedicated to transparency, accountability, and integrity, recognizing that if we follow such values, we will foster trust among our stakeholders.

More specifically regarding our Board, we have continued our focus on furthering our Board members’ educational experiences. We believe that continuing education for our directors is vital, equipping us with insights to better navigate many of the complexities of our industry and allowing us to make better informed risk-adjusted decisions that align with our long-term vision.

In today’s rapidly evolving digital landscape, it is hard to overstate the importance of cybersecurity risk. Cyber threats are becoming increasingly sophisticated, and as a Board, we have a responsibility to try to stay ahead of these challenges by partnering with management to build and strengthen our organizational resilience. To that end, we have encouraged our Board members to participate in specialized courses and training sessions designed to provide them with critical insights into cybersecurity risks. By providing our Board with a deeper awareness of these issues, we believe we are better positioned to assist management in protecting the Company’s assets, upholding stakeholder confidence, and complying with regulatory standards.

We believe artificial intelligence (AI) presents an opportunity for innovation and strategic advancement, while also providing an emerging challenge for the Company and our Board. We have encouraged our Board members to participate in educational programs regarding AI, and we have also invited guest speakers to address the subject at Board gatherings. Helping our management team navigate AI’s transformative potential and associated risks requires a knowledgeable and forward-thinking board. We are committed to enhancing our expertise in this area.

We recognize that a balanced set of skills and experiences among our directors is essential for effective governance. By confirming that our Board comprises individuals with a broad range of skill sets, experiences and viewpoints relevant for Tidewater—we can enhance our collective ability to oversee the Company’s

strategic direction. We conduct detailed annual reviews of how our Board and Committees function so we can develop a good understanding of our existing dynamics, which in turn allows us to consider ways to improve our processes over time.

Additionally, although our Corporate Governance Guidelines technically allows for the roles of Chairman and CEO to be held by one individual, we strongly believe that separating these roles currently best serves our Company and shareholders. The separation of these important roles streamlines the management of our Board activities, as an oversight body that represents the shareholders’ interests, from the person who leads the Company and the execution of its strategy.

As we aspire to be a group of “learn-it-all” rather than “know-it-all” individuals, we want to foster a culture of curiosity and collaboration. We hope this mindset encourages our Board and employees alike to remain open to new ideas and continuous learning, strengthening our ability to innovate and adapt in an ever-changing landscape. To this end, we periodically conduct our Board meetings in international operating areas giving the Board a better understanding of our international markets as well as the employees and management teams that serve our customers in different operating regions.

We strive to uphold robust governance principles aligned with the many national and international regulations we are subject to in areas such as trade, taxation, labor, data privacy, and anti-corruption, so our operations adhere to ethical standards and all relevant legal requirements in the jurisdictions where we work. We also have systems that allow employees and other stakeholders to contact the Board directly about any concerns.

As a Board, we recognize the importance of shareholder outreach and actively seek to listen to our shareholders’ concerns and views about the future of our industry. As a Company, we recognize the importance of communicating with our shareholders, and over the year, have reached out to nearly 50% of our shareholders. We appreciate their feedback as it helps us in shaping our strategies and reinforces our commitment to responsible corporate governance.

Perhaps the most important job our Board has is to attract and retain a capable senior management team who run the Company in a safe, ethical, and profitable way. As a Board, we assess the skills represented by our senior leadership team and are fortunate to have a strong, experienced group led by our CEO, Quintin Kneen, who has guided the Company’s profitable growth over the past few years through several successful acquisitions. I would like to thank Quintin and the senior management team for steering our ship with a steady hand focused on the safety of our employees and working with the Board in an ethical, open and transparent fashion. I would also like to thank our over 7300 onshore and offshore employees around the world for a job well done in 2024. We look forward to working with all of you in 2025 and beyond.

In conclusion, our focus on safe operations, robust governance practices, continuous education, and our proactive approach to cybersecurity and AI knowledge demonstrates our commitment to creating long-term risk-adjusted value for our shareholders. Together, we believe we are poised to navigate the challenges of today while capitalizing on the opportunities of tomorrow.

Thank you all for being an integral part of our journey.

Sincerely,

Dick Fagerstal

Chairman of the Board

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842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

Houston, Texas