SEACOR Marine Holdings Inc.

General

The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its 2024 SMFH Credit Facility. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments. Sources of liquidity are cash balances, cash flows from operations, and sales under the Company’s at-the-market offering program entered into on February 7, 2025 (the “ATM Program”), which has approximately $25.0 million of remaining sales capacity as of December 31, 2025. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.

As of December 31, 2025, the Company had unfunded capital commitments of $49.6 million consisting of $46.5 million in respect of the construction of two PSVs, $1.7 million in respect of two hybrid battery power systems and $1.4 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $31.6 million is payable during 2026 and $18.0 million is payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility, $18.0 million of the proceeds from the sale of two AHTS in the fourth quarter of 2024 was designated to make payments on the construction of the two PSVs. In addition, during the second quarter of 2025, $3.8 million of the proceeds from the sale of one FSV and $10.9 million of the proceeds from the sale of two PSVs were also designated to make payments on the construction of the two PSVs. During the fourth quarter of 2025, $11.0 million of the proceeds from the sale of one PSV was also designated to make payments on the construction of the two PSVs. As of December 31, 2025, $23.5 million remained in a restricted account designated to make payments on the construction of the two PSVs. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. $16.4 million of this tranche was drawn as of December 31, 2025, with the remaining $24.6 million of this tranche remaining undrawn and available.

As of December 31, 2025, the Company had outstanding debt of $334.6 million, net of debt discount and issuance costs. The Company’s contractual long-term debt maturities as of December 31, 2025 are as follows (in thousands):

As of December 31, 2025 and December 31, 2024, the Company held balances of cash, cash equivalents and restricted cash totaling $93.1 million and $76.1 million, respectively.

For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands):

Operating Activities

Cash flows used in operating activities was $36.4 million in 2025, an increase of $26.1 million compared to $10.3 million in 2024, due to changes in working capital and one-time insurance claim settlements offset by a decrease in days worked primarily due to net fleet changes. For the years ended December 31, the components of cash flows (used in) provided by operating activities were as follows (in thousands):

(1)

During 2025, capitalized interest paid and included in the purchase of property and equipment was $2.4 million. During 2024 and 2023, the Company paid no capitalized interest.

For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above. Changes in operating assets and liabilities before interest and income taxes are the result of the Company’s working capital requirements.

Investing Activities

During 2025, net cash provided by investing activities was $80.4 million primarily as a result of the following:

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capital expenditures were $48.8 million; and

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the Company sold one FSV and two PSVs, previously classified as held for sale, as well as one PSV, three liftboats and other equipment not previously classified as held for sale for net cash proceeds of $129.2 million, after transaction costs, and a gain of $63.4 million.

During 2024, net cash provided by investing activities was $17.6 million primarily as a result of the following:

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capital expenditures were $7.3 million; and

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the Company sold one AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million.

During 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following:

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capital expenditures were $10.6 million;

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the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as held for sale, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million; and

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the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022.

Financing Activities

During 2025, net cash used in financing activities was $27.1 million primarily as a result of the following:

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The Company made scheduled payments on long-term debt and other obligations of $27.5 million;

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the Company received proceeds from the issuance of long-term debt of $15.8 million;

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the Company made payments for the repurchase of common stock of $7.1 million;

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the Company made payments for the repurchase of warrants of $6.7 million;

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the Company made payments on tax withholdings for restricted stock vesting of $1.6 million.

During 2024, net cash used in financing activities was $15.3 million primarily as a result of the following:

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The Company made scheduled payments on long-term debt and other obligations of $24.3 million;

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the Company made payments for debt extinguishment of $328.7 million;

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the Company made payments for debt extinguishment costs of $3.7 million;

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the Company received proceeds from the issuance of long-term debt of $345.2 million;

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the Company received $0.1 million proceeds from the exercise of stock options; and

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the Company made payments on tax withholdings for restricted stock vesting of $3.9 million.

During 2023, net cash used in financing activities was $17.0 million primarily as a result of the following:

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The Company made scheduled payments on long-term debt and other obligations of $29.2 million;

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the Company made payments for debt extinguishment of $131.6 million;

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the Company made payments for debt extinguishment costs of $1.8 million;

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the Company received proceeds from the issuance of long-term debt of $148.5 million;

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the Company made payments on finance leases of $0.5 million;

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the Company made payments on tax withholdings for restricted stock vesting of $2.4 million; and

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the Company received net proceeds of less than $0.1 million from the issuance and sale of Common Stock through the Prior ATM Program.

Short and Long-Term Liquidity Requirements and Outlook

The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $25.0 million in remaining capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to long term. With respect to capital expenditures related to the construction of two PSVs, up to $24.6 million remains available under Tranche B of the 2024 SMFH Credit Facility and $23.5 million of proceeds from vessel sales remained in a restricted account designated for these capital expenditures as of December 31, 2025. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to or the availability of the credit and capital markets on acceptable terms. Management continuously monitors the Company’s liquidity and compliance with covenants in its 2024 SMFH Credit Facility.

Future Cash Requirements

The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments. Specifically, the Company expects its primary cash requirements for fiscal year 2026 to be as follows:

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Debt service — We expect to make principal and interest payments of approximately $64.2 million during fiscal year 2026 under our currently outstanding debt facilities based on interest rates at year end.

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Capital expenditures — At this time, we expect capital expenditures of approximately $31.6 million for the construction of two PSVs, the installation of hybrid battery power systems and other capital expenditures.

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Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.8 million during fiscal year 2026.

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Lease payments — We expect to make lease payments of approximately $0.5 million for our operating and finance leases during fiscal year 2026 under our effective leases as of December 31, 2025.

In addition to the matters identified above, in the ordinary course of business, the Company may be involved in litigation, claims, government inquiries, investigations and proceedings relating to commercial, employment, environmental and regulatory matters. An unfavorable resolution in this or other matters could have a material adverse effect on the Company's future cash requirements.