TIDEWATER INC

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

TDW$71.06+1.4%Stored close · as of Nov 9, 2026

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Contents

ITEM 1A. RISK FACTORS

There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to the risk factor discussed below and other information presented in this quarterly report, you should carefully read and consider “Item 1A - Risk Factors” in Part I and “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our 2024 Annual Report.

The agreements governing our debt contain various covenants that impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our business and to make payments on our debt.

The agreements governing our indebtedness contain various restrictive covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to:

●	incur, assume or guarantee additional indebtedness or issue certain preferred stock;
●	create liens to secure indebtedness;
●	pay distributions on equity interests, repurchase equity securities, make investments or redeem subordinated indebtedness;
●	restrict distributions, loans or other asset transfers;
●	consolidate with or merge with or into, or sell substantially all of our assets to, another person;
●	sell or otherwise dispose of assets, including equity interests in subsidiaries;
●	designate a subsidiary as an unrestricted subsidiary; and
●	enter into transactions with affiliates.

Moreover, as specified in the New Revolving Credit Facility, in certain circumstances, we are subject to mandatory prepayments or commitment reductions if the collateral coverage ratio drops to below 5:1 (subject to certain reinvestment rights). Such mandatory prepayments and commitment reductions could affect cash available for use in our business. The New Revolving Credit Facility also requires us to comply with the following financial maintenance covenants:

●	as of the last day of each fiscal quarter, beginning with March 31, 2025, the ratio of our net interest-bearing debt to our consolidated net income, adjusted for certain predetermined items, must be equal to or less than 3:1;
●	as of the last day of each fiscal quarter, beginning with March 31, 2025, the sum of (a) the amount available for drawing under the New Revolving Credit Facility plus (b) the aggregate amount of cash and cash equivalents, must not be less than the greater of (i) $20.0 million and (ii) 10% of total net interest-bearing indebtedness; and
●	subject to certain customary cure rights, the collateral maintenance ratio must at all times be 250% or more.

These restrictions could impact our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. A failure to comply with any of the terms of the agreements governing our indebtedness, could have a material adverse effect on our business, financial condition, and results of operations.

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