ODYSSEY MARINE EXPLORATION INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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ODYSSEY MARINE EXPLORATION, INC.

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Dear Fellow Stockholder,

As demand for critical minerals accelerates—driven by the clean energy transition, food security concerns, and the rise of advanced technologies—the race to secure sustainable, responsible sources of these minerals is more urgent than ever.

At Odyssey Marine Exploration, we believe the answers lie beneath the ocean’s surface. Unlike others in the sector, we’re not relying on a single project or a narrow opportunity. We’ve built a diversified portfolio of mineral assets—each addressing a different global shortage, each offering unique timelines, jurisdictions, and return profiles. This structure allows us to mitigate risk, sustain progress across market cycles, and create long-term value through a disciplined, phased investment approach—all while collaborating with leading stakeholders, technical experts, and industry partners to collectively advance the sector. This approach has yielded a growing pipeline of projects all structured for scalable development. Even modest success on a single asset has the potential to unlock meaningful returns.

One of the key recent catalysts for Odyssey is the 2024 NAFTA arbitration ruling in our favor, validating that the environmental permit needed to move our Mexican phosphate project forward was wrongfully denied. We’ve long recognized this project’s strategic importance and potential—not only for Odyssey but for North America’s broader phosphate resource security. Rather than viewing the arbitration award as aone-time financial outcome, we see it as a strategic catalyst for long-term value creation. We’re now positioned to engage constructively with the new Mexican administration in a strategic fertilizer project.

Phosphate plays a vital role in global food production and food security—and Mexico has the potential to emerge as a major producer. To help realize this potential, we’ve formed a joint venture with Capital Latinoamericano (CapLat), headed by agri-industry leader Juan Cortina Gallardo. CapLat brings together deep agricultural expertise, government relationships, and a shared commitment to sustainability—making it the ideal partner to responsibly develop this strategic resource for Mexico and the broader region. Further validating this vision, Mr. Cortina and other key stakeholders led a $4 million investment in Odyssey, demonstrating strong confidence in our strategy and the future of this project and others within our growing portfolio.

Beyond Mexico, exploration efforts in the Cook Islands are advancing, with the companies in which we’ve invested nearing completion of their exploration programs. The forthcoming phase includes trial harvesting and feasibility assessments to support scalable commercial recovery and processing of the ore in line with the goals and regulatory framework of the Cook Islands’ Seabed Mineral Authority. Our strategic ownership stakes in two of the three exploration license holders provide us with a robust foothold in one of the world’s most promising deep-sea mineral jurisdictions.

Increasingly, we are seeing other governments around the world beginning to implement regulatory frameworks that will enable us to initiate our projects. Early-stage exploration is underway in several new jurisdictions identified through our proprietary Global Prospectivity Analysis, which guides our selection of high-potential mineral projects in EEZs open to exploration. This process anchors our strategic pipeline and helps us focus on the most supportive jurisdictions for offshore development.

Despite the scale of our assets and strategic positioning, the market is not currently valuing these assets. Odyssey remains undervalued. Our balance sheet does not reflect the long-term value of our project investments, secured mineral rights, Global Prospectivity database files, or our extensive partner network. Nor does our market capitalization reflect the growth potential embedded in our project portfolio. For years, investors focused heavily on the NAFTA arbitration as a single catalyst—overlooking the broader, long-term opportunity Odyssey represents. Each of our active projects has the potential to generate hundreds of millions of dollars in value, with even one success capable of returning Odyssey to its historical highs—or beyond.

As we grow our portfolio, we know it’s essential to expand our team, so we are pleased to welcome Larissa Pommeraud to our Board of Directors. Ms. Pommeraud brings extensive experience in corporate strategy, operations, and environmental sustainability. She advises a diverse portfolio of companies, including Agno Health, where she serves as fractional Chief Operating Officer. Additionally, she serves with me on the board of Marine Applied Research and Exploration (MARE), a nonprofit organization dedicated to advancing deep-sea research and conservation through cutting-edge robotic technology, where she is the chair. Her expertise will be invaluable as we continue pursuing our responsible seafloor mineral exploration and sustainable resource management mission.

Odyssey is unlocking the deep sea’s potential through a proven approach, strong partnerships, and a commitment to responsible development, creating long-term value in a rapidly growing industry. We appreciate your continued support as we shape the future of subsea mineral exploration and development.

With gratitude,

Chief Executive Officer and Chairman of the Board of Directors

April 25, 2025

205 S. Hoover Boulevard, Suite 210

Tampa, Florida 33609

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2025

The Annual Meeting of Stockholders of Odyssey Marine Exploration, Inc. will be held at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607 on Monday, June 9, 2025, at 9:30 a.m. (EDT) for the following purposes:

The record date for determining those stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof is Friday, April 11, 2025.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section entitled “Voting via the Internet, by Telephone or by Mail” on page 2 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. If you are a registered holder and decide to attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting in person at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Chief Executive Officer and Chairman of the Board

Tampa, Florida

April 25, 2025

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

The Notice and Proxy Statement and Annual Report on Form 10-K are available atwww.proxydocs.com/OMEX. In accordance with rules promulgated by the Securities and Exchange Commission, we have elected to use the Internet as our primary means of furnishing proxy materials to our stockholders. Therefore, most stockholders will not receive paper copies of our proxy materials. Instead, we will send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting by use of the Internet. The Notice of Internet Availability of Proxy Materials also informs stockholders how to get paper copies of our proxy materials if they wish to do so. We believe this method of proxy distribution will make the proxy distribution process more efficient, less costly, and will contribute to the conservation of natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent viae-mail unless you change your election.