TIDEWATER INC

Nature of Operations

We provide offshore support vessels and marine support services to the global offshore energy industry through the operation of a diversified fleet of offshore marine service vessels. Our revenues, earnings and cash flows from operating activities are dependent upon the activity level of the vessel fleet (utilization) and the price we charge for these services (day rate). The level of our business activity is driven by the amount of installed offshore oil and gas production facilities, the level of offshore drilling and exploration and development activity, and the general level of offshore construction projects such as pipeline and windfarm construction and support. Our customers’ offshore activity, in turn, is dependent on crude oil and natural gas (oil and gas) prices, which fluctuate depending on the respective levels of supply and demand for oil and gas and the outlook for such levels.

Unless otherwise required by the context, the terms “we,” “us,” “our” and “company” as used herein refer to Tidewater Inc. and its consolidated subsidiaries and predecessors.

Basis of Presentation

The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to the current year presentation.

Revision of Previously Issued Financial Statements

We identified a misclassification of the effects of exchange rate changes on cash and cash equivalent balances in our Consolidated Statements of Cash Flows. The effects of exchange rate changes on cash and cash equivalent balances werenot previously presented as a separate item in the reconciliation of the net change in cash, cash equivalents and restricted cash in our Statements of Cash Flows, but rather included as a component of net cash provided by operating activities. We assessed the impact of the misclassification and determined it wasnot material to any previously issued financial statements.

Accordingly, we revised our Consolidated Statements of Cash Flows to reflect the effects of exchange rate changes on cash and cash equivalent balances for the years ended* December 31, 2024and December 31, 2023and will revise our Condensed Consolidated Statements of Cash Flows for the interim periods ended March 31, 2025and June 30, 2025.*

This revision increased cash provided by operating activities with a corresponding offset amount reflected in the effects of exchange rate changes on cash, cash equivalents and restricted cash by $8.6 million for the year ended* December 31, 2024.*

This revision decreased cash provided by operating activities with a corresponding offset amount reflected in the effects of exchange rate changes on cash, cash equivalents and restricted cash by $0.5 million for the year ended* December 31, 2023,$5.6 million for thethree* months ended* March 31, 2025and $17.3 million for thesix* months ended* June 30, 2025.*

The revision hadno impact on our previously reported consolidated net income; comprehensive income (loss); financial position; net change in cash, cash equivalents, and restricted cash; or total cash, cash equivalents, and restricted cash as previously reported in our Consolidated Statements of Cash Flows.

Principles of Consolidation

The consolidated financial statements include the accounts of Tidewater Inc. and its subsidiaries. Intercompany balances and transactions are eliminated in consolidation.

Reporting Segments

Reporting business segments are defined as a component of an enterprise for which separate financial information is available and is evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

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Our segments are based on geographic markets: the Americas segment, which includes the U.S. Gulf, Trinidad, Mexico and Brazil; the Asia Pacific segment, which includes Southeast Asia and Australia; the Middle East segment, which includes Saudi Arabia, United Arab Emirates and India; the Europe/Mediterranean segment, which includes the United Kingdom, Norway, Egypt and East Africa; and the West Africa segment, which includes Angola and other coastal regions of West Africa. East Africa transitioned from the Middle East segment to the Europe/Mediterranean segment in2025. We havenot had any business activity in East Africa since2022. Please refer to Note (15) - “Segment Information, Geographical Data and Major Customers” for disclosure related to reporting segments.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the recorded amounts of revenues and expenses during the reporting period. The accompanying consolidated financial statements include estimates for allowance for credit losses, useful lives of property and equipment, marine operating supplies, income tax provisions, impairments, fair value of assets and liabilities related to acquired vessels, fair value of available-for-sale debt securities, fair value of stock-based compensation awards, commitments and contingencies, pensions and certain accrued liabilities. We evaluate our estimates and assumptions on an ongoing basis based on a combination of historical information and various other assumptions that are considered reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that arenot readily apparent from other sources. These accounting policies involve judgment and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions or if different assumptions had been used and, as such, actual results* may*differ from these estimates.

Cash Equivalents

We consider all highly liquid investments with maturities ofthree months or less when purchased to be cash equivalents.

Restricted Cash

We consider cash as restricted when there are contractual agreements that govern the use or withdrawal of the funds.

Marine Operating Supplies

Marine operating supplies, which consist primarily of operating parts and supplies for our vessels as well as fuel, are stated at the lower of weighted-average cost or net realizable value.

Properties and Equipment

Capitalization, Depreciation and Amortization

Properties and equipment acquired after fresh-start are stated at their acquisition cost. Depreciation is computed primarily on the straight-line basis beginning on acquisition date or on the date construction is completed, with salvage values of 7.5% for marine equipment, using estimated useful lives of 10 –20 years for marine equipment and 3 –10 years for other properties and equipment. Depreciation is provided for all vessels unless a vessel meets the criteria to be classified as held for sale. Estimated remaining useful lives are reviewed when there has been a change in circumstances that indicates the original estimated useful life* may**no* longer be appropriate. Upon retirement or disposal of a fixed asset, the costs and related accumulated depreciation are removed from the respective accounts and any gains or losses are included in our Consolidated Income statements.

Maintenance and Repairs

Most of our vessels require certification inspections twice in every five-year period. These costs include drydocking and survey costs necessary to ensure compliance with applicable regulations and maintain certifications for vessels with classification societies. These certification costs are typically incurred while the vessel is in drydock and* may*be incurred concurrent with other vessel maintenance and improvement activities. Costs related to the certification of vessels are deferred and amortized over 30 months on a straight-line basis.

Maintenance costs incurred at the time of the recertification drydocking that arenot related to the certification of the vessel are expensed as incurred.

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Costs related to vessel improvements that either extend the vessel’s useful life or increase the vessel’s functionality are capitalized and depreciated. Vessel modifications that are performed for a specific customer contract are capitalized and amortized over the firm contract term or over the remaining estimated useful life of the vessel in instances where the modification is a permanent upgrade to the vessel and enhances its usefulness. Major modifications to equipment that arenot being performed for a specific customer contract are capitalized and amortized over the remaining life of the equipment.

Net Properties and Equipment

The following are summaries of net properties and equipment:

As of* December 31, 2025*, we owned 208 offshore support and other vessels,200 of which were active andeight of which were stacked. As of* December 31, 2024*, we owned 211 offshore support and other vessels,210 of which were active andone of which was stacked. We consider a vessel to be stacked if the vessel crew is disembarked and limited maintenance is being performed. Please refer to Note (7) - “Assets Held for Sale, Asset Sales and Asset Impairments” for additional discussion of our assets held for sale including any reclassifications to or from the active fleet. Some of our vessels are pledged as security under our debt agreements. Refer to Note (4) - “Debt” for additional information regarding debt security.

During the year ended* December 31, 2025,we exercised our purchase option under a bareboat charter agreement to acquire a vessel for $4.9 million. Additionally, we gave notice of our intent to acquiretwo* more vessels currently under bareboat charter agreements. As a result, we classified the bareboat charter agreements associated with thetwo vessels as finance leases valued at $23.7 million. The right of use asset is included in Other assets and the finance lease liability is included in Other current liabilities in our Consolidated Balance Sheet at* December 31, 2025.*

Impairment of Long-Lived Assets

We review the vessels in our active fleet for impairment whenever events occur or changes in circumstances indicate that the carrying amount of an asset group* may**not* be recoverable. In such evaluation, the estimated future undiscounted cash flows generated by an asset group are compared with the carrying amount of the asset group to determine if a write-down* may*be required. With respect to vessels that are expected to remain in active service, we group together for impairment testing purposes vessels with similar operating and marketing characteristics.

We estimate future cash flows based upon historical data adjusted for our best estimate of expected future market performance, which, in turn, is based on industry trends. The primary estimates and assumptions used in reviewing active vessel groups for impairment and estimating undiscounted cash flows include utilization rates, average day rates and average daily operating expenses. These estimates are made based on recent actual trends in utilization, day rates and operating costs and reflect management’s best estimate of expected market conditions during the period of future cash flows. These assumptions and estimates have changed considerably as market conditions have changed, and they are reasonably likely to continue to change as market conditions change in the future. Although we believe our assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce materially different results. Management estimates* may*vary considerably from actual outcomes due to future adverse market conditions or poor operating results that could result in the inability to recover the current carrying value of an asset group, thereby possibly requiring an impairment charge in the future. As our fleet continues to age, management closely monitors the estimates and assumptions used in the impairment analysis in order to properly identify evolving trends and changes in market conditions that could impact the results of the impairment evaluation.

If an asset group fails the undiscounted cash flow test, we estimate the fair value (Level3) of that asset group and compare such estimated fair value to the carrying value of that asset group in order to determine if impairment exists.

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From time to time, we* maydesignate assets or a group of assets for disposal under a plan for disposition. Cost and related accumulated depreciation associated with assets designated for disposal under such a plan are removed from the property and equipment accounts and reclassified to assets held for sale at estimated net realizable value. Any excess of previous net book value over estimated net realizable value is charged to impairment expense. Also, we maysell or recycle assets at various times for various reasons including obsolescence that arenot* subject to a plan for disposal. We record gains and losses on these sales as they occur.

We consider the valuation approach for our assets held for sale to be a Level3 fair value measurement due to the level of estimation involved in valuing assets to be recycled or sold. We estimate the net realizable value of our assets held for sale using various methodologies includingthird party appraisals, sales comparisons, sales agreements and recycle yard tonnage prices. Estimates generally fall in ranges rather than exact numbers due to the nature of sales of offshore vessels and industry conditions. Our value ranges depend on our expectation of the ultimate disposition of the vessel. We will in all circumstances attempt to achieve maximum value for our vessels, but also recognize that certain vessels are more likely to be recycled, especially given the time and effort required to achieve a sale and the costs incurred to maintain a vessel while searching for a buyer. We establish ranges that in many cases have the recycling value as the low end of the range and an expected open market sale value at the top of the range.

When there isno expectation within the range that is considered more likely than any other, we apply equal probability weighting to the low and high ends of the valuation range. In addition, in conjunction with the reactivation of vessels from assets held for sale to the active fleet and the concurrent valuation of such vessels at fair value, we* mayrecapture impairment previously charged to expense related to those vessels. We donot* separate our asset impairment expense by segment because of the significant movement of our assets between segments.

Please refer to Note (7) - “Assets Held for Sale, Asset Sales and Asset Impairments” for a discussion of our evaluations of long-lived assets for impairment during the years ended* December 31, 2025,*2024 and2023.

Accrued Property and Liability Losses

Our insurance coverage is provided bythird party insurers. We establish case-based reserves for estimates of reported losses on outstanding claims, estimates received from ceding reinsurers, and reserves based on past experience of unreported losses. Such losses principally relate to our vessel operations and are included as a component of vessel operating costs in the consolidated statements of earnings. The liability for such losses and the related reimbursement receivable from reinsurance companies are classified in the consolidated balance sheets into current and noncurrent amounts based upon estimates of when the liabilities will be settled and when the receivables will be collected.

Pension Benefits

We follow the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)715,* Compensation – Retirement Benefits,* and use a* December**31* measurement date for determining net periodic benefit costs, benefit obligations and the fair value of plan assets. Net periodic pension costs and accumulated benefit obligations are determined using several assumptions including the discount rates used to measure future obligations and expenses, retirement ages, mortality rates, expected long-term return on plan assets, and other assumptions, all of which have a significant impact on the amounts reported.

Our pension cost consists of interest costs, expected returns on plan assets, and actuarial gains and losses. We consider various factors in developing pension assumptions, including an evaluation of relevant discount rates, expected long-term returns on plan assets, plan asset allocations, expected changes in retirement benefits, analyses of current market conditions and input from actuaries and other consultants.

For the long-term rate of return, we developed assumptions regarding the expected rate of return on plan assets based on historical experience and projected long-term investment returns, which consider the plan’s target asset allocation and long-term asset class return expectations. Assumptions for the discount rate reflect the theoretical rate at which liabilities could be settled in the bond market at* December 31, 2025*.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred taxes arenot provided on undistributed earnings of certain non-U.S. subsidiaries and business ventures because we consider those earnings to be permanently invested abroad.

We record uncertain tax positions on the basis of atwo-step process in which (1) we determine whether it is more likely thannot that the tax positions would be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than50 percent likely to be realized upon ultimate settlement with the related tax authority. The recognition and measurement of tax liabilities for uncertain tax positions in any tax jurisdiction requires the interpretation of the related tax laws and regulations as well as the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes during any given year.

Revenue Recognition

Our primary source of revenue derives from time charter contracts of our vessels on a rate per day of service basis; therefore, vessel revenues are recognized on a daily basis throughout the contract period. The base rate of hire for a time charter contract is generally a fixed rate, provided, however, that some longer-term contracts at times include escalation clauses to recover specific additional costs.

Operating Costs

Vessel operating costs consist primarily of costs such as crew wages; repair and maintenance; insurance; fuel, lube oil and supplies; and other vessel expenses, which include costs such as brokers’ commissions, training costs, freight costs, agent fees, port fees, canal transit fees, temporary importation fees, vessel certification fees, and satellite communication fees. Repair and maintenance costs include both routine costs and major repairs carried out during drydockings, which occur during the economic useful life of the vessel. Vessel operating costs, excluding drydocking cost, are recognized as incurred.

Foreign Currency Translation

The U.S. dollar is the functional currency for all our existing international operations, as transactions in these operations are predominately denominated in U.S. dollars. Foreign currency exchange gains and losses from the revaluation of our foreign currency denominated monetary assets and liabilities are included in the Consolidated Income Statements.

Earnings Per Share

We report both basic earnings per share and diluted earnings per share. The calculation of basic earnings per share is computed based on the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Diluted earnings per share includes the dilutive effect of stock options and restricted stock grants (both time and performance based) awarded as part of our share-based compensation and incentive plans as well as our outstanding warrants. Per share amounts disclosed in these Notes to Consolidated Financial Statements, unless otherwise indicated, are on a diluted basis.

The components of basic and diluted earnings per share, are as follows:

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Concentrations of Credit Risk and Allowance for Credit Losses

Our financial instruments that are exposed to concentrations of credit risk consist primarily of trade and other receivables from a variety of domestic, international and national energy companies. We manage our exposure to risk by performing ongoing credit evaluations of our customers’ financial condition and* may*at times require prepayments or other forms of collateral.

We maintain an allowance for credit loss based on expected collectability and donot believe we are generally exposed to concentrations of credit risk that are likely to have a material adverse impact on our financial position, results of operations, or cash flows. Expected credit losses are recognized on the initial recognition of our trade accounts receivable. In each subsequent reporting period, even if a loss hasnot yet been incurred, credit losses are recognized based on the history of credit losses and current conditions, as well as reasonable and supportable forecasts affecting collectability. We developed an expected credit loss model applicable to our trade accounts receivable and contract assets that considers our historical performance and the economic environment, as well as the credit risk and its expected development for each group of customers that share similar risk characteristics. It is our practice to write off receivables when all legal options for collection have been exhausted.

Activity in the allowance for credit losses for thethree years ended* December 31, 2025* is as follows:

Stock-Based Compensation

Stock-based compensation transactions are accounted for using a fair-value-based method. We use the Black-Scholes option-pricing model to determine the fair-value of stock-based option awards. The fair value of time based stock awards is the stock price on the grant date of the award. We use a Monte Carlo simulation model to determine the fair value of stock-based performance awards that contain market conditions.

Comprehensive Income (Loss)

We report total comprehensive income (loss) and its components. Accumulated other comprehensive income (loss) is comprised of any minimum pension liability for our U.S. Defined Benefits Pension Plans and an unrealized gain (loss) on a note receivable.

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Fair Value Measurements

We follow the provisions of ASC820, for financial assets and liabilities that are measured and reported at fair value on a recurring basis. ASC820 establishes a hierarchy for inputs used in measuring fair value. Fair value is calculated based on assumptions that market participants would use in pricing assets and liabilities andnot on assumptions specific to the entity. The statement requires that each asset and liability carried at fair value be classified intoone of the following categories:

Level1: Quoted market prices in active markets for identical assets or liabilities** **

Level2: Observable market-based inputs or unobservable inputs that are corroborated by market data** **

Level3: Unobservable inputs that arenot corroborated by market data** **

Our primary financial instruments consist of cash and cash equivalents, restricted cash, trade receivables and trade payables with book values that are considered to be representative of their respective fair values.

Our cash equivalents, which are securities with maturities less thanthree months, are held in commercial paper, money market funds or time deposit accounts with highly rated financial institutions. The carrying value for cash equivalents is considered to be representative of its fair value due to the short duration and conservative nature of the cash equivalent investment portfolio.

In addition, we disclose the fair value of our long-term debt (Level1) in Note (4) - “Debt.”

Governmental Assistance

We received the $12.9 million, $11.8 million and $6.1 million, respectively, in wage and sick pay refunds from the Norwegian government which was credited to our vessel operating costs in our Consolidated Income Statements for the years ended* December 31, 2025,*2024 and2023.

R****ecently Adopted Accounting Pronouncements

From time-to-time new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) that we adopt as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which arenot yet effective, willnot have a material impact on our consolidated financial statements upon adoption.

In* November 2023,the FASB issued ASU2023*-07, Segment Reporting, which requires disclosure of incremental segment information on an annual and interim basis including significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is effective for annual periods beginning after* December 15, 2023and interim periods beginning after December 15, 2024.We adopted this standard on December 31, 2024*, and we have included the required disclosures in Note (15) - “Segment Information, Geographical Data and Major Customers” for thethree years ending* December 31, 2025*.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes, which requires a greater disaggregation of information in the income tax rate reconciliation and income taxes paid by jurisdiction to improve the transparency of the income tax disclosures. This guidance is effective for annual periods beginning after* December 15, 2024.We adopted this standard on December 31, 2025,*on a prospective basis, and we have included the required disclosures in Note (5) - “Incomes Taxes.”

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Recently Issued Accounting StandardsNot Yet Adopted

In* November 2024,the FASB issued ASU2024*-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures to improve disclosures about certain types of expenses including purchases of inventory, employee compensation and depreciation, depletion and amortization included in commonly presented captions in the Consolidation Statements of Operations. This guidance is effective for annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027.*We are currently evaluating the effect of the standard on our disclosures in our consolidated financial statements.

In* September 2025,the FASB issued ASU2025*-06, Intangibles-Goodwill and Other-Internal-Use Software to modernize the accounting for software costs to better align the accounting with how software is currently developed. Under this standard, software costs are capitalized once management (i) has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the intended function. This guidance is effective for annual and interim periods beginning after* December 15, 2027.*We are currently evaluating the effect of the standard on our consolidated financial statements.

In* December 2025,the FASB issued ASU2025*-10, Government Grants to establish the accounting for government grants received by a business entity. Under this standard, a government grant isnot recognized until (i) it is probable that the company will comply with the conditions attached to the grant and that the grant will be received; and (ii) the company meets the recognition guideline for the grant. This guidance is effective for annual and interim periods beginning after* December 15, 2028.*We are currently evaluating the effect of the standard on our consolidated financial statements.

In* December 2025,the FASB issued ASU2025*-11, Interim Reporting to clarify interim disclosure requirements and the applicability of Topic270. The objective of this standard is to provide clarity about the current requirements under generally accepted accounting principles rather than expanding or reducing the interim disclosure requirements. This guidance is effective for interim periods within annual reporting periods beginning after* December 15, 2027.*We are currently evaluating the effect of the standard on our consolidated interim financial statements.

In* December 2025,the FASB issued ASU2015*-12, Codification Improvements to make various changes to the codification that either clarify or correct errors or make minor improvements to generally accepted accounting principles that arenot expected to have a significant effect on current accounting practice. This guidance is effective for annual and interim periods beginning after* December 15, 2026.*We are currently evaluating the effect of the standard on our consolidated financial statements.

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Acquisition of Solstad Vessels

On* March7,* 2023, we entered into an Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, which was amended on* June 30, 2023 (the Acquisition Agreement), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the Sellers), pursuant to which we agreed to acquire from the Sellers (the Solstad Acquisition): (i)37 platform supply vessels owned by the Sellers (the Solstad Vessels); and (ii) the charter parties governing certain of the Solstad Vessels. On July5,* 2023, we completed the Solstad Acquisition for an aggregate cash purchase price of approximately $594.2 million, consisting of the $577.0 million base purchase price plus an initial $3.0 million purchase price adjustment; $3.2 million for working capital items comprised of fuel and lubricants; and $11.0 million in estimated transaction costs, consisting primarily of advisory and legal fees. The purchase price was funded through a combination of cash on hand and net proceeds from both the Senior Secured Term Loan and the 10.375% Senior Unsecured Notes due* July 2028.See Note (4) - “Debt” for additional disclosure on these debt instruments. The acquisition is included in our results subsequent to July 4, 2023.*

We have determined that, under the provisions of FASB Accounting Standard Codification (ASC)805, substantially all of the fair value of the gross assets acquired is concentrated in similar identifiable assets and accordingly, the Solstad Acquisition is considered an asset acquisition. As a result, the assets acquired and liabilities assumed are measured at cost, which consists of the amount of cash paid and direct transaction costs. The cost of a group of assets acquired in an asset acquisition are allocated to the individual assets acquired or liabilities assumed based on their relative fair values and doesnot give rise to goodwill.

As of* July 5, 2023,*the cost of the asset acquisition was allocated to the following individual assets acquired and liabilities assumed based on their relative fair values.

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Our primary source of revenue is derived from charter contracts for which we provide a vessel and crew on a rate per day of service basis. Services provided under respective charter contracts represent a single performance obligation satisfied over time and are comprised of a series of time increments; therefore, vessel revenues are recognized daily throughout the contract period. There areno material differences in the cost structure of our contracts because operating costs are generally the same without regard to the length of a contract. Customers are typically billed on a monthly basis for day rate services and payment terms are generally30 to60 days.

Occasionally, customers pay additional lump-sum fees to us in order to either mobilize a vessel to a new location prior to the start of a charter contract or demobilize the vessel at the end of a charter contract. Mobilizations arenot a separate performance obligation; thus, we have determined that mobilization fees are a component of the vessel’s charter contract. As such, we defer lump-sum mobilization fees as a liability and recognize such fees as revenue consistent with the pattern of revenue recognition primarily on a straight-line basis over the term of the vessel’s respective charter. Lump-sum demobilization revenue expected to be received upon contract termination is deferred as an asset and recognized ratably as revenue only in circumstances where the receipt of the demobilization fee at the end of the contract can be estimated and there is a high degree of certainty that collection will occur.

Customers also occasionally reimburse us for modifications to vessels in order to meet contractual requirements. These vessel modifications arenot considered a separate performance obligation of the vessel’s charter; thus, we record a liability for lump-sum payments made by customers for vessel modification and recognize it as revenue consistent with the pattern of revenue recognition primarily on a straight-line basis over the term of the vessel’s respective charter.

Total revenue is determined for each individual contract by estimating both fixed (mobilization, demobilization and vessel modifications) and variable (day rate services) consideration expected to be earned over the contract term.

Costs associated with customer-directed mobilizations and reimbursed modifications to vessels are considered costs of fulfilling a charter contract and are expected to be recovered. Mobilization costs such as crew, travel, fuel, port fees, temporary importation fees and other costs are deferred as an asset and amortized as other vessel operating expenses consistent with the pattern of revenue recognition primarily on a straight-line basis over the term of such vessel’s charter. Costs incurred for modifications to vessels in order to meet contractual requirements are capitalized as a fixed asset and depreciated either over the term of the respective charter contract or over the remaining estimated useful life of the vessel in instances where the modification is a permanent upgrade to the vessel and enhances its usefulness.

Refer to Note (15) - “Segment Information, Geographical Data and Major Customers” for revenue by segment and in total for the worldwide fleet.

Contract Balances

Trade accounts receivable are recognized when revenue is earned and collectible. Contract assets include pre-contract costs, primarily related to vessel mobilizations, which have been deferred and will be amortized as other vessel expenses consistent with the pattern of revenue recognition primarily on a straight-line basis over the term of such vessel’s charter. Contract liabilities include payments received for mobilizations or reimbursable vessel modifications to be recognized consistent with the pattern of revenue recognition primarily on a straight-line basis over the term of such vessel’s charter. At* December 31, 2025***,we had $0.8 million and $1.1 million of deferred mobilization costs included with prepaid expenses and other current assets and other assets, respectively, and we have $4.8 million and $3.6 million of deferred mobilization revenue related to unsatisfied performance obligations included within other current liabilities and other liabilities, which will be recognized during the nextthree years.At December 31, 2024, we had $1.1 million and $0.6 million of deferred mobilization costs included with prepaid expenses and other current assets and other assets, respectively, and we have $9.4 million and $2.1 million of deferred mobilization revenue related to unsatisfied performance obligations included within other current liabilities and other liabilities.

During the years ended* December 31, 2025*** **and2024, the amount of revenue recognized that was included in deferred mobilization revenue at the beginning of the period was $9.4 million and $3.8 million, respectively.

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The following table summarizes debt outstanding based on stated maturities:

On* July 7, 2025,all amounts outstanding, including accrued interest, under the Senior Secured Term Loan, the 10.375% Senior Unsecured Notes due July 2028and the 8.50% Senior Secured Notes due November 2026 (Extinguished Debt) were redeemed and paid in full in conjunction with the issuance of the2030* Notes described below. All collateral, security and guarantees related to the Extinguished Debt were released in conjunction with the repayment. In addition, the holders of the 10.375% Senior Unsecured Notes due* July 2028and the 8.50% Senior Secured Notes due November 2026received redemption premiums totaling $15.0 million and $4.5 million, respectively. We also wrote off approximately $7.5 million in discount and debt issue costs related to the Extinguished Debt, resulting in a $27.1 million loss on early extinguishment of debt which is recorded in our Consolidated Income Statement for the year ended December 31, 2025.*

9.125% Senior Notes due July 2030**

On* July 7, 2025,we, certain of our subsidiaries (Guarantors), and Wilmington Trust, National Association, as trustee (Trustee), executed an indenture (Indenture), pursuant to which we issued $650.0 million in aggregate principal amount of 9.125% Senior Notes due2030* (2030 Notes). The2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors.

The2030 Notes mature on* July 15, 2030.Interest on the2030* Notes is payable semi-annually in arrears on each* January 15and July 15,commencing January 15, 2026,to holders of record on the January 1and July 1*immediately preceding the related interest payment date, at a rate of 9.125% per annum.

At any time prior to* July 15, 2027,we mayredeem the2030* Notes, at a redemption price equal to 100% of the principal amount of the2030 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any. At any time on or after* July 15, 2027,we mayredeem the2030* Notes, at the redemption price of 104.563%, which declines to 100% on or after* July 15, 2029,*plus accrued and unpaid interest.

The Indenture contains covenants that, among other things and subject to certain exceptions, limit our ability, and the ability of our restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain preferred stock; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities, make investments or redeem subordinated indebtedness; (iv) restrict distributions, loans or other asset transfers; (v) consolidate with or merge with or into, or sell substantially all of our assets to, another person; (vi) sell or otherwise dispose of assets, including equity interests in subsidiaries; (vii) designate a subsidiary as an Unrestricted Subsidiary (as defined in the Indenture); and (viii) enter into transactions with affiliates.

As of* December 31, 2025***,*the fair value (Level1) of the 9.125% Senior Notes due July 2030*was $697.4 million. The fair value is obtained from public transaction activity.

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Revolving Credit Facility

On* July 7, 2025,we and the Guarantors entered into a credit agreement with DNB Bank ASA, New York Branch, as facility agent and security trustee, and a syndicate of lenders providing for a $250.0 million senior secured revolving credit facility (Revolving Credit Facility). The Revolving Credit Facility matures on April 15, 2030,*and replaced our previous $25.0 million credit facility. Amounts borrowed under the Revolving Credit Facility are subject to an interest rate per annum equal to (i) for Term Secured Overnight Financing Rate (Term SOFR) advances, the aggregate of (a) the Term SOFR for the relevant interest period, plus (b) an applicable margin ranging from 250 to 350 basis points, depending on our total net leverage ratio (Margin); or (ii) for Alternate Base Rate (ABR) advances, the ABR Rate, which equals the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, (c) Term SOFR plus 1.00%, and (d)1.00%. The Revolving Credit Facility also requires payment of quarterly customary unused commitment fees and if utilized, certain letter of credit and fronting fees.

The Revolving Credit Facility contains customary affirmative and negative covenants, representations and warranties, and events of default, along with the followingthree financial covenants: (i) a minimum liquidity test that the sum of consolidated cash and available commitments under the Revolving Credit Facility shallnot be less than the greater of $20.0 million or 10% of net interest-bearing debt as defined in the agreement; (ii) the ratio of net interest bearing debt to consolidated earnings before depreciation and amortization, interest and other debt costs, net and income tax expense shall be equal to or less than 3 to1; and (iii) the aggregate fair market value of the collateral vessels divided by the total outstanding debt shall be at least 2.5 to1. We are currently in compliance with these financial covenants.

Vessel Facility Agreements

We signed agreements for the construction often new vessels, all of which have been delivered and are included in our properties and equipment on our Consolidated Balance Sheet as of* December 31, 2025.We entered into Facility Agreements to finance a portion of the construction and delivery costs for approximately EUR 24.9 million ($26.7 million). Each of theten* Facility Agreements bear interest at fixed rates ranging from 2.7% to 6.3% and are payable inten equal principal semi-annual installments, with thefirst installments commencingsix months following delivery of the respective vessels. The Facility Agreements are secured by the vessels, guaranteed by Tidewater as parent guarantor and containno financial covenants.

Extinguished Debt

Senior Secured Term Loan

On* June 30, 2023,Tidewater entered into a Credit Agreement, by and among Tidewater, as parent guarantor, TDW International Vessels (Unrestricted), LLC, a Delaware limited liability company and a wholly-owned subsidiary of Tidewater (TDW International), as borrower, certain other unrestricted subsidiaries of Tidewater, as other security parties, the lenders party thereto, DNB Bank ASA, New York Branch (DNB Bank), as facility agent and DNB Markets, Inc. (DNB Markets), as bookrunner and mandated lead arranger (Senior Secured Term Loan), which was fully drawn on July**5,* 2023, in a single advance of $325.0 million.

The Senior Secured Term Loan was composed of a Tranche A loan and a Tranche B loan, each maturing on* July**5,* 2026. The Tranche A loan bore interest at Term SOFR plus 5% initially, increasing to 8% over the term. The Tranche B loan bore interest at Term SOFR plus 3.75%. The security for the Senior Secured Term Loan included mortgages over the vessels we acquired from Solstad Offshore ASA (Solstad) on* July 5, 2023,along with associated assignments of insurances and assignments of earnings in respect of such vessels, a pledge of100%* of the equity interests in TDW International, a pledge of66% of the equity interests in TDW International Unrestricted, Inc., an indirect wholly owned subsidiary of the Company, and negative pledges over certain vessels indirectly owned by TDW International Unrestricted, Inc. The obligations of the borrower were guaranteed by Tidewater, subject to a cap equal to50% of the aggregate purchase price for the Solstad vessels.

10.375% Senior Unsecured Notes due July 2028**

On* July**3,* 2023, Tidewater completed an offering of $250.0 million aggregate principal amount of senior unsecured bonds in the Nordic bond market (Senior Unsecured Notes). The bonds were privately placed outside the U.S. pursuant to Regulation S under the Securities Act of1933, as amended.

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The Senior Unsecured Notes would have matured on* July3,* 2028, and accrued interest at a rate of 10.375% per annum payable semi-annually in arrears on* January3* and* July3* of each year, beginning* January3,* 2024. Prepayment of the Senior Unsecured Notes prior to* July**3,* 2025, was subject to a prepayment premium starting at 6.0% that declined over time.

8.5% Senior Secured Notes due November 2026**

The 8.5% Senior Secured Notes due* November 2026 (2026 Notes) totaling $175.0 million in aggregate principal amount, were issued pursuant to the Note Terms, dated as of November 15, 2021 (Note Terms), among us and Nordic Trustee AS, as Trustee and Security Agent. Repayment of the2026* Notes was guaranteed by certain wholly owned U.S. subsidiaries named as guarantors therein (2026 Guarantors).

The2026 Notes were secured by: (i) mortgages over the vessels owned by the2026 Guarantors, the equipment part of such vessels, and related rights to insurance on all of the foregoing; (ii) our intercompany claims of the2026 Guarantors against a Restricted Group Company (defined as Tidewater, Tidewater Marine International, Inc. (TMII) and the2026 Guarantors); (iii) bank accounts that contain vessel collateral proceeds or the periodic deposits to the debt service reserve account; (iv) collateral assignments of the rights of the2026 Guarantors under certain long term charter contracts now existing or hereafter arising; and (v) all of the equity interests of the2026 Guarantors and 66% of the equity interests of TMII.

The2026 Notes would have matured on* November 16, 2026,and accrued interest at a rate of 8.5% per annum payable semi-annually in arrears in Mayand Novemberof each year. Prepayment of the2026* Notes after* May 16, 2025was subject to a 2.55% prepayment premium that stepped down by 0.85% at eachsix*-month interval thereafter.

Debt Costs

We capitalize a portion of our interest costs incurred on borrowed funds used to construct vessels. Interest and debt costs incurred are as follows:

The Company’s scheduled principal long-term maturities as of* December 31, 2025*, were as follows:

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Income (losses) before income taxes derived from United States and non-U.S. operations are as follows:

Income tax expense (benefit) consists of the following:

The components of cash paid for income taxes for the year ended* December 31, 2025,*are as follows:

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The actual income tax expense above differs from the amounts computed by applying the U.S. federal statutory tax rate of 21% to pre-tax loss as a result of the following:

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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

As of* December 31, 2025*, we had U.S. federal net operating loss carryforwards of $72.7 million, which are subject to an IRC Section382 limitation. As of* December 31, 2024*, we had U.S. federal net operating loss carryforwards of $216.5 million, which includes $70.1 million of net operating losses subject to an IRC Section382 limitation. We have U.S. net operating losses of $28.2 million that will begin expiring in2035 and $44.5 million having indefinite carryforward periods. We have $232.7 million of U.S. foreign tax credits as of* December 31, 2025* that will expire beginning in2027. We have foreign net operating loss carryforwards of $389.3 million that will expire beginning in2026 with many having indefinite carryforward periods.

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IRC Sections382 and383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in-losses, against future U.S. taxable income in the event of a change in ownership. Our emergence from Chapter11 bankruptcy proceedings in2017 is considered a change in ownership for purposes of IRC Section382. The merger with GulfMark in2018 resulted in a change in ownership of GulfMark for purposes of IRC Section382. The GulfMark ownership change results in an annual limitation of approximately $5.6 million on GulfMark’s tax attributes generated prior to the ownership change date, which begin to expire in2035.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets.

Based on this evaluation, for the period ended* December 31, 2025*, a valuation allowance of $332.0 million was recorded against our net deferred tax asset. For the period ended* December 31, 2024*, a valuation allowance of $533.0 million was recorded against our net deferred tax asset. During the year ended* December 31, 2025*, we recorded non-cash deferred tax benefits totaling $201.5 million, primarily related to a release of a valuation allowance in thesecond quarter of2025 and as a result of a strategic internal restructuring of our vessel ownership (Vessel Realignment) in thefourth quarter of2025. The valuation allowance previously established against the net U.S. deferred tax asset position was released after considering all available evidence, including thethree-year cumulative financial taxable income position and the domestic tax impact given our current operating structure, and determining that sufficient positive evidence existed to conclude that a portion of the valuation allowance wasno longer needed. We intend to maintain a valuation allowance on the remaining U.S. foreign tax credits and net deferred tax asset balances in foreign jurisdictions until sufficient evidence supports a reversal. This tax benefit is included as a component of income tax benefit in our Consolidated Income Statement for the year ended* December 31, 2025*.

We havenot recognized a U.S. deferred tax liability associated with temporary differences related to investments in our non-U.S. holding companies as we donot intend to dispose of the stock of these companies. These differences relate primarily to stock basis differences attributable to factors other than earnings, given that any untaxed cumulative earnings were subject to taxation in the U.S. in2017 in accordance with the Tax Act. Further, any post-2017 earnings of these subsidiaries will either be taxed currently for U.S. purposes or will be permanently exempt from U.S. taxation. It isnot practicable to estimate the deferred tax liability associated with temporary differences related to investments in our non-U.S. holding companies due to the legal structure and complexity of U.S. and non-U.S. tax laws.

Historically, it has been our practice and intention to indefinitely reinvest the earnings of its non-U.S. subsidiaries. Considering the significant changes made by the Tax Act, we willno longer be indefinitely reinvested with regards to its non-U.S. earnings which can be repatriated free of taxation. However, we are indefinitely reinvested in the non-U.S. earnings that could be subject to taxation andno deferred taxes have been provided for such earnings. As of* December 31, 2025*, the non-U.S. positive unremitted earnings, for which we are indefinitely reinvested, are $320.8 million. It isnot practicable to estimate the amount of taxes on positive unremitted earnings due to the legal structure and complexity of non-U.S. tax laws. We decide each period whether to indefinitely reinvest these earnings. If, as a result of these reassessments, we distribute these earnings in the future, additional tax liabilities could result.

We record uncertain tax positions on the basis of atwo-step process in which (1) we determine whether it is more likely thannot that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than50 percent likely to be realized upon ultimate settlement with the related tax authority. The recognition and measurement of tax liabilities for uncertain tax positions in any tax jurisdiction requires the interpretation of the related tax laws and regulations as well as the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes during any given year.

Our balance sheet reflects the following in accordance with ASC740:

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Included in the liability balances for uncertain tax positions above for the periods ending* December 31, 2025and2024*, are $10.5 million and $9.4 million of penalties and interest, respectively. Penalties and interest related to income tax liabilities are included in income tax expense. Income tax payable is included in other current liabilities.

A reconciliation of the beginning and ending amount of all unrecognized tax benefits, and the liability for uncertain tax positions (but excluding related penalties and interest) are as follows:

The amount of unrecognized tax benefits that, if recognized for tax purposes, would affect the effective tax rate are $21.6 million and $21.0 million as of* December 31, 2025* and* December 31, 2024* respectively.

With limited exceptions, we areno longer subject to tax audits by U.S. federal, state, local or foreign taxing authorities for tax years prior to* December 2021.We have ongoing examinations by various foreign tax authorities and donot* believe that the results of these examinations will have a material adverse effect on our financial position or results of operations.

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We have operating leases primarily for office space, temporary residences, automobiles and office equipment. We also have finance leases fortwo vessels under bareboat charters that we intend to purchase. Contracts containing assets that we benefit from and control are recognized on our balance sheet. Leases with an initial term of12 months or less arenot recorded on the balance sheet. We recognized lease expense for these leases on a straight-line basis over the lease term. We combine the lease and non-lease components for all lease agreements. Certain leases includeone or more options to renew with renewal terms that can extend the lease term fromone totwenty-six years. The exercise of lease renewal options is at our sole discretion and lease renewal options arenot included in our lease terms if they arenot reasonably certain to be exercised. Our lease agreements generally donot contain any residual value guarantees or restrictive covenants. The amount of right of use assets and lease liabilities recorded on our Consolidated Balance Sheet at* December 31, 2025and2024*, respectively, are as follows.

Future payments to be made on our operating and finance lease liabilities at* December 31, 2025* will be as follows.

As most of our leases donot provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

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Lease costs included in our Consolidated Income Statements for the years ended* December 31, 2025,*2024 and2023, respectively, are as follows.

Our weighted average remaining lease term and weighted average discount rate at* December 31, 2025* is as follows.

The cash paid for operating leases included in operating cash flows and in the measurement of lease liabilities for the years ended* December 31, 2025,2024 and2023 was $3.6 million, $3.5 million and $3.8 million, respectively. Right of use assets obtained in exchange for operating lease obligations were $2.5 million, $6.7 million and $3.1 million, for the years ended December 31, 2025,*2024 and2023, respectively.

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In2019, we implemented a plan, amended in2020, (the2019/2020 plan) to sell or recycle certain of our vessels based on a strategic decision to remove assets that werenot part of our long-term plans. During2023, we sold or recycled a total ofeight of the vessels with a net book value of $4.2 million that were classified as held for sale. We completed the2019/2020 plan and haveno vessels remaining in the held for sale account as of* December 31, 2025and2024.*

We also sold 12, six andseven vessels from our active fleet in2025, 2024 and2023, respectively. We realized proceeds from sales or recycling of vessels and other assets for the years ended* December 31, 2025,*2024 and2023 of $17.6 million, $19.3 million and $15.5 million, respectively.

Following is the summary of vessel sales and the gains on sales of vessels for the years ended* December 31:*

No impairment was recorded for thethree years ended* December 31, 2025.*

During the years ended* December 31, 2025,*2024 and2023, we havenot identified conditions or circumstances that would indicate impairment of any of our long-lived asset groups. We continue to monitor the expected future cash flows and the fair market value of our asset groups for impairment.

Please refer to Note (1) - “Nature of Operations and Summary of Significant Accounting Policies” for a discussion of our accounting policy for accounting for the impairment of long-lived assets.

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Defined Benefit Pension Plan

We have a defined benefit pension plan (pension plan) that covers certain U.S. employees. On* December 31, 2010,the pension plan was frozen and accrual of benefits was discontinued. We contributed $1.0 million and $0.2 million to the plan in2025* and2024, respectively, but didnot contribute to the plan during the year ended* December 31, 2023.We expect to contribute $0.4 million to this plan in2026.*

During thesecond quarter of2023, we entered into an agreement committing the pension plan to use a portion of its assets to purchase an annuity from an insurance company (Insurer) to transfer approximately $11.8 million of the pension plan’s pension liabilities. Under the terms of this agreement, we irrevocably transferred to the Insurer all future pension plan benefit obligations for approximately500 Tidewater participants (Transferred Participants) effective in* April 2023.This annuity transaction was funded entirely with existing pension plan assets. The Insurer assumed responsibility for administrative and customer service support of the pension plan, including distribution of payments to the Transferred Participants. We recognized a $1.8 million settlement gain in thesecond* quarter of2023 in connection with this transaction.

The pension plan was amended to allow active and terminated plan participants to elect a lump sum distribution for a defined period during2023. Approximately50 plan participants opted to take the lump sum distribution receiving total proceeds of $2.2 million funded entirely from pension plan assets. We recognized a $0.5 million settlement gain in thefourth quarter of2023 in connection with this transaction.

Supplemental Executive Retirement Plan

We offered a non-contributory, defined benefit supplemental executive retirement plan (supplemental plan) that provides pension benefits to certain employees in excess of those allowed under our tax-qualified pension plan. The supplemental plan was closed to new participation in2010 and was frozen effective* January 1, 2018.We contributed $1.2 million, $1.4 million and $1.6 million for each of the years ended December 31, 2025,*2024 and2023, respectively. Any future accrual of benefits under the supplemental plan or other contributions to the supplemental plan will be determined at our sole discretion. We expect to contribute $1.2 million to this plan in2026.

Investment Strategies

U.S. Pension Plan

The obligations of our pension plan are supported by assets held in a trust for the payment of benefits. We are obligated to adequately fund the trust. For the pension plan assets, we have the following primary investment objectives: (1) closely match the cash flows from interest payments and maturities of the pension plan’s investments with the long-term financial obligations from the plan’s liabilities; and (2) enhance the pension plan’s investment returns without taking on undue risk by industries, maturities or geographies of the underlying investment holdings.

The pension plan portfolio is broadly diversified across equity, fixed income and alternative investments. The weightings of the equity portfolio will follow the MSCI All County World Index. The fixed income portion of the pension plan will allocate at least75% of assets to investment-grade bonds. Alternative investments are allowed to be made. Low-liquidity alternative assets are also permitted but will have an overall target of less than 25% of the asset allocation.

The cash flow requirements of the pension plan are analyzed at least annually. The pension plan doesnot invest in Tidewater stock.

Our policy for the pension plan is to contributeno less than the minimum required contribution by law andno more than the maximum deductible amount. The pension plan assets are periodically evaluated for concentration risks.

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U.S. Pension Plan Asset Allocations

The following table provides the actual asset allocations for the pension plan:

Fair Value of Pension Plans Assets

Tidewater’s pension plan assets are accounted for at fair value and are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement, except for investments for which fair value is measured using the net asset value per share expedient.

The following table provides the fair value hierarchy for our domestic pension plan measured at fair value as of* December 31, 2025*:

The fair value hierarchy for the pension plans assets measured at fair value as of* December 31, 2024*, are as follows:

In2025 and2024, the pension plan purchased $2.5 million and $0.2 million, respectively, in assets classified as Level3 securities under the fair value hierarchy. Additionally, in2025 and2024, the pension plan sold $2.5 million and $2.9 million, respectively, in assets classified as Level3 securities under the fair value hierarchy. The fair value of these investments was determined by nationally recognized, independent valuation firms.

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Plan Assets and Obligations

Changes in combined plan assets and obligations and the funded status of the U.S. defined benefit pension plan and the supplemental plan (Pension Benefits), are as follows:

(A) The change in the actuarial (gain) loss for the each year was primarily attributable to changes in the discount rate.

The following table provides combined information for pension plans with an accumulated benefit obligation in excess of plan assets (includes both the pension plans and supplemental plan):

Net periodic combined benefit cost for the pension plans and the supplemental plan includes the following components:

The components of the net periodic combined pension cost are included in the caption “Interest income and other, net.”

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Other changes in combined plan assets and benefit obligations recognized in other comprehensive (income) loss include the following components:

We donot expect to recognize any unrecognized actuarial (loss) gain or unrecognized prior service credit (cost) as a component of net periodic benefit costs during the next year.

Discount rates of 5.40% and 5.65% were used to determine net benefit obligations as of* December 31,*2025 and2024, respectively.

Assumptions used to determine net periodic benefit costs are as follows:

To develop the expected long-term rate of return on assets assumption, we considered the current level of expected returns on various asset classes. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected return on plan assets assumption for the portfolio.

Based upon the assumptions used to measure our qualified pension benefit obligations at* December 31, 2025*, we expect that the combined benefits for the pension and the supplemental plan to be paid over the nextten years will be as follows:

Defined Contribution Plans

401(k) Savings Contribution

Upon meeting various citizenship, age and service requirements, employees are eligible to participate in a defined contribution savings plan and can contribute from 2% to 75% of their base salary to an employee benefit trust. Effective* October 31, 2021,we matched, in cash,50% of thefirst* 6% of eligible compensation deferred by the employee. For the years ended* December 31, 2025,*2024 and2023, we contributed $0.5 million, $0.5 million and $0.4 million, respectively.

The plan heldno shares of Tidewater common stock for the years ended* December 31, 2025and2024*, respectively.

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Other Plans

A non-qualified supplemental savings plan is provided to executive officers who defer additional eligible compensation that cannot be deferred under the existing401(k) plan due to IRS limitations. An optional company match or contribution of restoration benefits was ceased effective* January**1,* 2018.

We also provide retirement benefits to our eligible non-U.S. citizen employees working outside their respective country of origin pursuant to a self-directed multinational defined contribution retirement plan provided the employees werenot enrolled in any home country pension or retirement program. Participants could contribute 1% to 50% of their base salary. A company match was ceased prior to* January 1, 2018.*

Multi-employer Pension Obligations

Certain of our current and former U.K. subsidiaries are participating intwo multi-employer retirement funds known as the Merchant Navy Officers Pension Fund (MNOPF) and the Merchant Navy Ratings Pension Fund (MNRPF). At* December 31, 2025and2024*, we had recorded $1.5 million and $1.6 million, respectively, related to these liabilities. An actuarial firm calculates the status of the funds every several years. The last assessment was completed in* March 2024for the MNOPF Plan and March 2025for the MNRPF Plan. The plan assets were 99% of the projected benefit obligations for the MNOPF Plan and 82% for the MNRPF Plan. We contributed $0.1 million to the MNRPF plan during the year ended December 31, 2024.We didnot make any contributions to either plan during the years ended December 31, 2025and2023,* respectively. We expense $0.2 million per annum for these plans.

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As of* December 31, 2025*, the Tidewater Inc.2021 Stock Incentive Plan (2021 Plan) is our active equity incentive plan and the only types of awards outstanding are restricted stock units (RSUs) and restricted stock awards (RSAs) that settle in shares of Tidewater common stock.

The number of shares available for future grants are as follows:

Restricted Stock Units and Restricted Stock Awards

We have granted RSUs to key employees, including officers and non-employee directors, along with RSAs to certain non-employee directors. We have generally awarded time-based units, where each unit represents the right to receive, at the end of a vesting period,one unrestricted share of Tidewater common stock withno exercise price.

We have also awarded performance-based RSUs that measure certain performance criteria or market based criteria, where each unit represents the right to receive, at the end of a service period, betweenzero andtwo shares of Tidewater common stock, depending on the level of achievement of the performance criteria or defined market condition and the completion of the service requirement, withno exercise price based on various operating and financial metrics. The fair value of the time-based RSUs is based on the market price of our common stock on the date of grant and, in the case of performance based RSUs, on the estimated level of achievement expected to be realized. For the performance based RSUs that contain a market condition, the fair value of the awards are estimated using a lattice based Monte Carlo simulation. The restrictions on the time-based RSUs awarded to key employees lapse over athree-year period from the date of the award. The restrictions on the time-based RSUs awarded to non-employee directors lapse over aone-year period. Time-based RSUs requireno goals to be achieved other than the passage of time and continued employment. The restrictions on the performance-based restricted stock units lapse if we meet specific targets as defined. During the restricted period, the RSUs or RSAs* may**not* be transferred or encumbered, but the recipient has the right to receive dividend equivalents and there areno voting rights until the award vests. If dividends are declared, dividend equivalents are accrued on performance-based restricted shares and ultimately paid only if the performance criteria are achieved. RSU and RSA compensation costs are recognized on a straight-line basis over the vesting period and are net of forfeitures.

RSUs granted to officers and employees under the2021 Plan generally have a vesting period over three years in equal installments from the date of grant, except that (i) the RSUs or RSAs granted to directors vest overone year and (ii) certain RSUs granted to our officers are performance based and vest on thethird anniversary of the date of grant, based on our performance as measured.

The following table sets forth a summary of our RSU and RSA activity:

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Restrictions on approximately 245,000 time-based units outstanding at* December 31, 2025* will lapse during2026.

RSU and RSA compensation expense and grant date fair value are as follows:

As of* December 31, 2025*, total unrecognized RSU and RSA compensation costs totaled approximately $16.0 million, or $12.7 million net of tax, which will be recognized over a weighted average period oftwo years, compared to $17.9 million, or $14.2 million net of tax, at* December 31, 2024* and $14.4 million, $11.4 million net of tax, at* December 31, 2023*.No RSU or RSA compensation costs were capitalized as part of the costs of an asset. The amount of unrecognized RSU and RSA compensation costs will be affected by any future RSU and RSA grants and by the separation of an employee who has received RSUs that are unvested as of their separation date. There wereno modifications to the RSUs or RSAs during the years ended* December 31, 2025,*2024 and2023. Forfeitures are recognized as an adjustment to compensation expense for all RSUs in the same period as the forfeitures occur.

Stock Options

On* April 15, 2020,the Board awarded our Chief Executive Officer (CEO)344,598 options to acquire our common stock for $6.48 per share. The fair value of the options on the grant date was $3.23 per share based on a Black-Scholes calculation that included a volatility measure of 63%, azero percent yield, a 1.5% discount rate and a market value of the underlying stock on the grant date of $5.81 per share. On March 22, 2021,the Board awarded the CEO an additional 259,158 options to acquire our common stock for $18.09 per share. The fair value of the options on the grant date was $3.69 per share based on a Black-Scholes calculation that included a volatility measure of 47.5%, a 2% yield, a 1.03% discount rate and a market value of the underlying stock on the grant date of $12.72 per share. Both options had terms often years vesting in equal amount over three years. All stock options were fully vested and exercised in thefirst* quarter of2024 andnone remained outstanding or exercisable as of* December 31, 2025*.

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Common Stock

The number of shares of authorized and issued common stock and preferred stock are as follows:

Common Stock Repurchases

On* February 27, 2025,our Board of Directors (Board) approved a $90.3 million share repurchase program, and then on August 1, 2025,our Board approved an additional $500.0 million share repurchase program. During the year ended December 31, 2025*, we repurchased and retired 2,290,204 shares for approximately $90.0 million, excluding commissions and a 1% excise tax. During2024, our Board approved several share repurchase programs aggregating $90.7 million and we repurchased and retired 1,384,186 shares for approximately $90.7 million, excluding commissions and a 1% excise tax. On* November 5, 2023,our Board approved a $35.0 million share repurchase program, pursuant to which we repurchased and retired 590,499 shares for approximately $35.0 million, excluding commissions and a 1% excise tax, during thefourth* quarter of2023.

Dividends

We declaredno dividends during the years ended* December 31, 2025,*2024 and2023.

Warrants

As of* December 31, 2025*, we had 21,400 New Creditor Warrants outstanding, each with an exercise price of $0.001 and exercisable forone share of our common stock.

As of* December 31, 2025*, we also had 53,555 Creditor Warrants outstanding which were assumed by Tidewater in conjunction with the GulfMark merger (GLF Creditor Warrants), each with an exercise price of $0.01 and exercisable for 1.1 shares of Tidewater common stock.

Prior to* August 1, 2023,we had outstanding Series A Warrants, with an exercise price of $57.06 and Series B Warrants, with an exercise price of $62.28, both with an expiration date of July 31, 2023.During July 2023,an aggregate of approximately 2.0 million Series A Warrants and Series B Warrants were exercised, and we issued 1.9 million shares of common stock in exchange for $111.5 million in cash proceeds. All remaining unexercised Series A Warrants and Series B Warrants, approximately 3.1 million in the aggregate, expired according to their terms on July 31, 2023.*

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component, net of tax, are as follows:

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Currency Devaluation and Fluctuation Risk

Due to our international operations, we are exposed to foreign currency exchange rate fluctuations against the U.S. dollar. For some of our international contracts, a portion of the revenue and local expenses are incurred in local currencies with the result that we are at risk for changes in the exchange rates between the U.S. dollar and foreign currencies. To minimize the financial impact of these items, we attempt to contract a significant majority of our services in U.S. dollars. In addition, we attempt to minimize the financial impact of these risks by matching the currency of our operating costs with the currency of our revenue streams when considered appropriate. We continually monitor the currency exchange risks associated with all contractsnot denominated in U.S. dollars. In recent years, laws impacting our operations in certain African countries require our customers to pay us onshore in local currency rather than offshore in U.S. dollars, subjecting us to heightened currency risk and restrictions on the repatriation of cash. As a result, we have accumulated foreign denominated cash in these countries. We continue to take steps to mitigate this additional foreign currency and repatriation risk with a focus on reducing cash balances denominated in currencies other than the U.S. dollar. Despite our efforts to mitigate currency risk, we* mayreport significant realized and unrealized currency-related losses in our income statements. During thetwelve* months ending* December 31, 2025*, we entered into derivative contracts to assist us in managing our foreign currency risk. See Note (12) - “Fair Value Measurements” and Note (13) - “Derivative Instruments and Hedging Activities” for activity and disclosure related to our foreign currency derivative contracts.

Legal Proceedings

In2009, on behalf of the Venezuelan government, Petróleos de Venezuela, S.A. (PDVSA), the national oil company of Venezuela, took possession of our assets and operations in Venezuela. In connection with this expropriation, we fully wrote-down our Venezuelan assets and initiated international arbitration. In2019, we converted our final international award into a U.S. federal court judgement, which we perfected pursuant to a writ of attachment against the shares held by PDVSA in PDV Holding, Inc. (PDVH), the parent company of CITGO Petroleum Corporation. The Delaware District Court (Court) ordered a public sale of the PDVH shares (the PDVH Sale) to satisfy the various judgments against Venezuela inCrystallex International Corp. v. Bolivarian Republic of Venezuela,No. 17-mc-151-LPS (D. Del.). On* July 2, 2025,the Court appointed Special Master filed its final recommendation for the winning bid for the PDVH Sale, which included listing the Tidewater subsidiaries holding judgment as thesecond* most senior creditors. On* November 25, 2025,*the Court approved the Special Master’s recommended purchaser.

Closing of the PDVH Sale and the collection of our judgement, if at all, are highly uncertain and present significant practical and legal challenges, including, without limitation, satisfaction of numerous closing conditions, including regulatory approval by the Office of Foreign Assets Control, and the positive final outcome of numerous claims filed by other parties opposing the PDVH Sale. We can provideno assurances regarding the timing or ultimate outcome of this case. As of* December 31, 2025*, the value of our judgment, including interest, was approximately $79.5 million. However, given the collection uncertainty,no amount had been recorded in our financial statements related to this gain contingency.

In addition to the foregoing, we are named defendants or parties in certain lawsuits, claims or proceedings incidental to our business and involved from time to time as parties to governmental investigations or proceedings arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability or gain that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we donot expect these matters to have a material adverse effect on our financial position, operating results or cash flows.

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Other Financial Instruments

Our primary financial instruments consist of cash and cash equivalents, restricted cash, trade receivables and trade payables with book values that are considered to be representative of their respective fair values. The carrying value for cash equivalents is considered to be representative of its fair value due to the short duration and conservative nature of the cash equivalent investment portfolio.

In thesecond quarter of2022, we agreed with PEMEX, the Mexican national oil company, to exchange $8.6 million in accounts receivable for an equal face amount ofseven-year 8.75% PEMEX corporate bonds (PEMEX Note). We sold approximately $0.6 million of the PEMEX Notes during thefirst half of2025 and $8.0 million of the PEMEX Notes during2024 for their approximate book value.

We periodically enter into derivative contracts to manage our exposure to foreign currency risk. These derivative contracts, which are placed with major financial institutions, generally take the form of forward contracts with a duration of less than12 months. We report derivative instruments on the balance sheet as either assets or liabilities measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. We generally donot designate our derivative instruments as hedges for accounting purposes, therefore, any gains or losses resulting from changes in fair value of outstanding derivative financial instruments and from the settlement of derivative financial instruments are recognized in earnings and included as a component of foreign exchange gains (losses) in the Consolidated Income Statements.

We held derivative instruments related to foreign exchange contracts recorded as prepaid expenses and other current assets and current liabilities, which were measured at their approximate fair value of $0.1 million and $1.3 million, respectively, (Level2) as of* December 31, 2025.*See Note (13) - “Derivative Instruments and Hedging Activities” for activity and disclosure related to our foreign currency derivative contracts.

Beginning in thesecond quarter of2025, we entered into foreign currency contracts to sell Euros at future defined dates and at fixed exchange rates, to limit our exposure to losses related to the revaluation of non-USD cash balances held in certain African currencies that are marked to the Euro. We didnot designate these contracts as hedges for accounting purposes.

Derivative instruments are classified as either assets or liabilities based on their individual fair values. The fair value of our derivative instruments was as follows:

We recognized net realized and unrealized losses on derivative instrumentsnot designated as hedging instruments of $2.5 million for thetwelve months ended* December 31, 2025.We heldno derivative instruments during2024* and2023.

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A summary of accrued expenses as of* December 31,*is as follows:

A summary of other current liabilities as of* December 31,*is as follows:

A summary of other liabilities as of* December 31,*is as follows:

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Each of ourfive operating segments is led by senior management reporting to our Chief Executive Officer, the chief operating decision maker (CODM). Our operating segments comprise the structure used by our CODM to make key operating decisions and assess performance. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the results of each of the operating segments for resource allocation and performance evaluation. Our CODM evaluates the segments’ operating performance based on segment operating income. Segment operating income is defined as segment revenues less segment costs and expenses. The CODM primarily considers segment operating income for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

The following table provides a comparison of revenues, vessel operating profit, depreciation and amortization, additions to properties and equipment and assets by segment and in total. Vessel operating profit is calculated as vessel revenues less vessel operating costs, segment depreciation expenses, and segment general and administrative costs. Vessel revenues and operating costs relate to our owned and operated vessels while other operating revenues relate to the activities of our other miscellaneous marine-related businesses.

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The Company attributes revenue to various countries based on the location where services are actually performed. Revenues by country for the year ended* December 31, 2025* are as follows:

The following table discloses our customers that accounted for10% or more of total revenues:

• Less than10% of total revenues.

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Acquisition ofWilson Sons Ultratug Participaçõ*es S.A.**** ***

On* February 22, 2026,we entered into a definitive agreement to acquire all outstanding shares of Wilson Sons Ultratug Participações S.A and its affiliate Atlantic Offshore Services S.A. (collectively, the Wilson Companies) from Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada (collectively, the Wilson Sellers). The Wilson Companies own22* platform supply vessels operating in Brazil. We will pay the Wilson Sellers an aggregate cash purchase price of $500.0 million on a debt free, cash free basis, subject to adjustments, including a reduction for the assumption of the Wilson Companies’ debt which was approximately $261.0 million as of* September 30, 2025.The final debt amount will be determined upon completion of this transaction. The transaction is subject to customary closing conditions, including approval from the Brazilian Antitrust Authority and the consent of the lenders to the Wilson Companies, and is expected to close late in thesecond* quarter of2026.

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