TIDEWATER INC

There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to the risks 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 2025 Annual Report, which contain descriptions of significant risks that may cause our actual results of operations in future periods to differ materially from those currently anticipated or expected.

We may not be able to integrate the Wilson Companies’*** operations and business successfully.***

Effective August 31, 2026, we completed the acquisition of the Wilson Companies from Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada (collectively, the Wilson Sellers). The transaction was completed pursuant to an Amended and Restated Sale and Purchase Agreement dated August 25, 2026 (SPA), by and among Tidewater, the Wilson Companies, the Wilson Sellers, and two wholly owned subsidiaries of Tidewater serving as direct purchasers of the Wilson Companies.

We are currently in the process of integrating the operations and business of the Wilson Companies. Pursuant to the SPA, we have renamed Wilson Sons Ultratug Participações S.A. as Tidewater Offshore do Brasil S.A. and changed the names of its subsidiaries as well. Apart from these name changes and the associated re-branding of the Wilson Companies’ vessels and other assets, our significant integration activities include the harmonization of enterprise resource planning (ERP) systems, financial reporting processes, treasury functions, commercial and chartering tools, fleet maintenance systems, compliance programs, procurement activities, IT and cybersecurity infrastructure, and employment practices.

We may face various difficulties in integrating the Wilson Companies, including, among other factors:

Brazil’s legal, tax, labor, and regulatory environment differs substantially from that of our other operations, which may further increase the complexity, cost, and duration of integration efforts.

If we are unable to successfully complete these integration activities, experience operational disruptions, or take longer than anticipated or incur higher-than-expected costs to complete them, we may not realize the anticipated strategic and financial benefits of the acquisition, and our business, financial condition, and results of operations could be adversely affected.

We are subject to risks relating to the indebtedness of the Wilson Companies we recently acquired, a substantial portion of which our parent company, Tidewater Inc., guarantees. Any breach of, or default under, those loans could result in acceleration, foreclosure on the collateral vessels, and claims against Tidewater directly, which could have a material adverse impact on our business, financial condition and results of operations.

The Wilson Companies’ loans contain certain restrictive covenants and acceleration provisions. These include, under the BB Vessel Construction Loan, maintaining a minimum 1.1 to 1 ratio of EBITDA to debt service, a minimum collateral vessel value of 130% of the loan balance, and a prohibition on changing the collateral vessels’ primary activities without BB’s consent. They also include, under the BNDES loans (with variations between individual loans), compliance with the “Provisions Applicable to BNDES Contracts”, maintaining a minimum collateral vessel value of 130% of the loan balance (applicable to the BNDES Construction Loans), environmental and labor requirements, and/or limits on incurring debt, selling or encumbering assets and changes in control. These covenants, as well as other covenants not specifically mentioned here, may limit our ability to redeploy, sell or refinance the vessels that serve as collateral for these loans and to integrate the Wilson Companies into our global operations, and declines in vessel values or earnings could cause a covenant breach. The lenders may also accelerate the loans upon a broad range of events, including (with variations between individual loans), among other things, (i) payment defaults, (ii) adverse labor or environmental judgments, (iii) violations of anti-bribery, anti-terrorism, anti-money laundering or certain other laws, (iv) bankruptcy, (v) a change in control without the lenders' consent, (vi) restrictive provisions in the organizational documents of the borrower or its controlling entities, and/or (vii) the election of certain affiliated persons to the Brazilian National Congress.

If any of these loans is accelerated, the Wilson Companies may be unable to repay the accelerated amounts, and we may be required to pay them under our guarantees or from our other resources. In the event of default under the BB Loan or any of the BNDES Construction Loans, the lenders could also foreclose on the collateral vessels securing such loan, which would impact our fleet, disrupt our operations, and impair our revenue-generating capacity in Brazil. A default under any of these loans or a failure to meet a payment demand under our guarantees could also trigger cross-default provisions in, or impair our compliance with, the Indenture governing our 9.125% Senior Notes due 2030 and/or our Revolving Credit Facility, which could also adversely affect our credit ratings and access to capital. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.