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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ODYSSEY MARINE EXPLORATION, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Stockholder,

Over the past three decades, Odyssey Marine Exploration has built a differentiated foundation in ocean exploration—combining operational expertise, scientific rigor, and a long-standing commitment to responsible resource development. From our earliest work to our current focus on subsea mineral resources, we have consistently positioned the Company ahead of emerging industry trends. We have consistently delivered on that strategy through disciplined operational execution.

In 2025, we made a number of meaningful operational and strategic advances—both on and off the water—that strengthened the foundation of the business. In the Cook Islands, our work focused on both resource definition and environmental stewardship.

We supported Moana Minerals in obtaining an S-K 1300 compliant report that increased resource confidence to inferred and indicated categories, and Moana Minerals continues to advance toward its preliminary feasibility study, alongside other key milestones. A summary of Moana Minerals’ resource assessment is available on the Ocean Minerals, LLC website. As part of our ongoing programs, Odyssey deployed Autonomous Benthic Mini Landers (ABMLs), which were subsequently recovered earlier this year, to collect critical environmental baseline data at ~4,900 meters—an essential step in designing and implementing responsible offshore mineral development.

We also made progress in Mexico through the formation of our joint venture, PHOSAGMEX, with Capital Latinoamericano. This initiative is focused on developing a domestic fertilizer supply to support North American food security and represents an important step in advancing the project, including the transfer of key mining concession rights into the joint venture.

In parallel, we simplified our balance sheet by converting near-term debt and reducing long-term obligations, while also bringing in new capital.

Entering 2026, Odyssey has continued to build momentum through active engagement across government, industry, and scientific forums, as offshore critical minerals, supply chain resilience, and responsible ocean development move to the forefront of policy and investment priorities.

However, like many companies operating at the forefront of new sectors, realizing the full potential to advance marine mineral resource opportunities requires a level of capital and scale beyond our historical operating model.

We are in a unique moment where several key factors are converging: growing government focus on supply chain security, accelerating demand for key minerals, continued advancements in offshore technology, and increasing regulatory clarity in key jurisdictions. Together, these dynamics are transforming what was once a long-term concept into a more viable, near-term opportunity.

These were not isolated achievements; they were deliberate steps to put the Company on stronger footing. They allowed us to move from managing constraints to creating opportunity.

On April 8, 2026, we took an important step to advance that strategy when we entered into a definitive merger agreement with American Ocean Minerals Corporation (“AOM”) to create a scaled, U.S.-controlled marine critical minerals platform.

The transaction is designed to combine Odyssey’s proven offshore execution capabilities with AOM’s growing portfolio of ocean mineral assets and capital resources, forming an integrated platform positioned to advance from resource access toward potential development. The intent of this combination is continuity before transformation—expanding the platform while preserving the operational discipline and standards that have defined Odyssey’s work.

Completion of our proposed merger with AOM is subject to customary conditions, including receipt of Odyssey stockholder approval, which we intend to seek at a separate special meeting of the stockholders to be convened later this year.

On behalf of the Board and management team, I want to thank you for your continued support.

With gratitude,

Chief Executive Officer and Chairman of the Board of Directors

April 21, 2026

205 S. Hoover Boulevard, Suite 210

Tampa, Florida 33609

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 1, 2026

The Annual Meeting of Stockholders of Odyssey Marine Exploration, Inc. (the “Company”) will be held at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607 on Monday, June 1, 2026, 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 Thursday, April 9, 2026.

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 3 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 21, 2026

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.