UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026 or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-37966
SEACOR Marine Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
47-2564547
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer
Identification No.)
12121 Wickchester Lane, Suite 500, Houston, TX
77079
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (346) 980-1700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
SMHI
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of April 24, 2026 was 27,062,277. The registrant has no other class of common stock outstanding.
SEACOR MARINE HOLDINGS INC.
Table of Contents
Part I.
Financial Information
1
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
Condensed Consolidated Statements of Income (Loss) for the Three Months Ended March 31, 2026 and 2025
2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Ended March 31, 2026 and 2025
3
Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2026 and 2025
4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 4.
Controls and Procedures
Part II.
Other Information
37
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Default Upon Senior Securities
Mine Safety Disclosures
Item 5.
38
Item 6.
Exhibits
39
i
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
March 31, 2026
December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents
$
38,721
68,934
Restricted cash
36,711
24,182
Receivables:
Trade, net of allowance for credit loss of $4,195 and $4,135 as of March 31, 2026 and December 31, 2025, respectively
69,200
64,522
Other
4,897
3,965
Inventories
2,746
2,196
Prepaid expenses and other
6,007
5,173
Assets held for sale
13,376
10,812
Total current assets
171,658
179,784
Property and Equipment:
Historical cost
752,640
776,833
Accumulated depreciation
(341,790
)
(348,812
410,850
428,021
Construction in progress
52,429
47,002
Net property and equipment
463,279
475,023
Right-of-use asset - operating leases
929
982
Right-of-use asset - finance leases
17
Investments, at equity, and advances to 50% or less owned companies
2,951
2,938
Other assets
1,913
1,855
Total assets
640,747
660,601
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities
481
405
Current portion of finance lease liabilities
12
Current portion of long-term debt
30,350
30,000
Accounts payable
16,355
21,268
Accrued wages and benefits
1,798
5,357
Accrued interest
5,211
—
Accrued capital, repair and maintenance expenditures
7,192
2,870
Unearned revenue
922
1,096
Accrued insurance deductibles and premiums
3,525
3,371
Other current liabilities
6,828
6,350
Total current liabilities
72,674
70,729
Long-term operating lease liabilities
470
607
Long-term finance lease liabilities
8
Long-term debt
297,072
304,644
Deferred income taxes
18,894
19,376
Deferred gains and other liabilities
3,794
565
Total liabilities
392,909
395,929
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $.01 par value, 60,000,000 shares authorized; 28,387,920 and 28,049,242 shares issued as of March 31, 2026 and December 31, 2025, respectively
284
280
Additional paid-in capital
473,241
471,862
Accumulated deficit
(224,249
(208,444
Shares held in treasury of 1,325,643 and 1,097,456 as of March 31, 2026 and December 31, 2025, respectively, at cost
(11,428
(9,691
Accumulated other comprehensive income, net of tax
9,669
10,344
247,517
264,351
Noncontrolling interests in subsidiaries
321
Total equity
247,838
264,672
Total liabilities and equity
The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Three Months Ended March 31,
2026
2025
Operating Revenues
44,282
55,499
Costs and Expenses:
Operating
37,573
41,928
Administrative and general
9,954
11,486
Lease expense
250
337
Depreciation and amortization
10,330
12,810
58,107
66,561
Gains on Asset Dispositions and Impairments, Net
7,448
5,809
Operating Loss
(6,377
(5,253
Other Income (Expense):
Interest income
491
436
Interest expense
(8,239
(9,586
Derivative gains, net
125
Foreign currency gains (losses), net
478
(1,196
(7,270
(10,221
Loss Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies
(13,647
(15,474
Income Tax Expense
2,208
904
Loss Before Equity in Earnings of 50% or Less Owned Companies
(15,855
(16,378
Equity in Earnings of 50% or Less Owned Companies
50
889
Net Loss
(15,805
(15,489
Net Loss Per Share:
Basic
(0.61
(0.56
Diluted
Weighted Average Common Stock and Warrants Outstanding:
25,784,915
27,908,297
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended
March 31,
Other Comprehensive (Loss) Income:
Foreign currency translation (losses) gains
(675
1,093
Comprehensive Loss
(16,480
(14,396
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Shares ofCommonStockOutstanding
CommonStock
AdditionalPaid-InCapital
SharesHeld in Treasury
TreasuryStock
AccumulatedDeficit
AccumulatedOtherComprehensiveIncome
Non-ControllingInterests InSubsidiaries
TotalEquity
For the Three Months Ended March 31, 2026
26,951,786
1,097,456
Employee restricted stock grants
307,755
Amortization of share awards
1,379
Employee restricted stock vesting
(215,466
215,466
(1,644
Performance restricted stock vesting
18,202
12,721
(93
Net loss
Other comprehensive loss
27,062,277
1,325,643
For the Three Months Ended March 31, 2025
December 31, 2024
27,669,361
287
479,283
796,965
(8,110
(180,600
7,141
298,322
644,880
1,621
(216,874
216,874
(1,141
110,741
74,189
(377
Other comprehensive income
March 31, 2025
28,208,108
293
480,904
1,088,028
(9,628
(196,089
8,234
284,035
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred financing costs amortization
42
43
Stock-based compensation expense
1,383
1,627
Debt discount amortization
236
226
Allowance for credit losses
57
(407
Gains from equipment sales, retirements or impairments
(7,448
(5,809
Derivative gains
(125
Interest on finance leases
Settlements on derivative transactions, net
(373
Currency (gains) losses
(478
1,196
(482
(1,725
Equity earnings
(50
(889
Changes in Operating Assets and Liabilities:
Accounts receivables
(5,735
5,333
(1,306
(1,681
Accounts payable and accrued liabilities
4,122
(6,204
Net cash used in operating activities
(15,133
(11,466
Cash Flows from Investing Activities:
Purchases of property and equipment
(6,088
(20,795
Proceeds from disposition of property and equipment
12,778
8,472
Net cash provided by (used in) investing activities
6,690
(12,323
Cash Flows from Financing Activities:
Payments on long-term debt
(7,500
(5,000
Payments on long-term debt issuance costs
(396
Payments on finance leases
(3
(9
Tax withholdings on restricted stock vesting and director share awards
(1,737
(1,518
Net cash used in financing activities
(9,240
(6,923
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents
(1
Net Change in Cash, Restricted Cash and Cash Equivalents
(17,684
(30,712
Cash, Restricted Cash and Cash Equivalents, Beginning of Period
93,116
76,140
Cash, Restricted Cash and Cash Equivalents, End of Period
75,432
45,428
Supplemental disclosures:
Cash paid for interest, excluding capitalized interest
2,750
10,935
Noncash Investing and Financing Activities:
Increase (decrease) in capital expenditures in accounts payable and accrued liabilities
348
(5,182
Recognition of a new right-of-use asset - operating leases
83
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The condensed consolidated financial statements include the accounts of SEACOR Marine Holdings Inc. and its consolidated subsidiaries (the “Company”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the unaudited condensed consolidated financial statements for the periods indicated. Results of operations for the interim periods presented are not necessarily indicative of operating results for the full year or any future periods.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”).
Unless the context otherwise indicates, any reference in this Quarterly Report on Form 10-Q to the “Company” refers to SEACOR Marine Holdings Inc. and its consolidated subsidiaries, and any reference in this Quarterly Report on Form 10-Q to “SEACOR Marine” refers to SEACOR Marine Holdings Inc. without its consolidated subsidiaries.
Recently Adopted Accounting Standards.
On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose, on an annual basis, information about their effective tax rate reconciliation and information on income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended December 31, 2025, which only affected the disclosures and did not impact the Company’s consolidated financial position or results of operations.
Recently Issued Accounting Standards.
On December 18, 2025, the FASB issued ASU 2025-12, Codification Improvements, which clarify, correct errors in and make improvements related to various topics in the FASB Accounting Standards Codification (“ASC”). The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2026. While early adoption is permitted on an issue-by-issue basis, the Company has determined it will not early adopt the standard. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.
On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements, which clarifies interim financial reporting requirements by improving the navigability of the guidance and more clearly specifies what disclosures are required in an interim reporting period. The guidance is effective for interim periods in fiscal years beginning after December 15, 2027. While early adoption is permitted, the Company has determined it will not early adopt the standard. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.
On September 29, 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which addresses two issues: (1) refines the scope of the guidance on derivatives in ASC 815 (Issue 1) and (2) clarifies the guidance on
share-based payments from a customer in ASC 606 (Issue 2). The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2026. While early adoption is permitted, the Company has determined it will not early adopt the standards. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.
On November 4, 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregation of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within the fiscal years beginning after December 15, 2027. While early adoption is permitted, the Company has determined it will not early adopt the standard. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.
On October 9, 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the United States Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The effective date is contingent on when the SEC removes the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position, results of operations or disclosures.
Accounting Policies.
Basis of Consolidation. The consolidated financial statements include the accounts of SEACOR Marine and its controlled subsidiaries. Control is generally deemed to exist if the Company has greater than 50% of the voting rights of a subsidiary. All significant intercompany accounts and transactions are eliminated in the consolidation.
Noncontrolling interests in consolidated subsidiaries are included in the consolidated balance sheets as a separate component of equity. The Company reports consolidated net income (loss) inclusive of both the Company’s and the noncontrolling interests’ share, as well as the amounts of consolidated net income (loss) attributable to each of the Company and the noncontrolling interests. If a subsidiary is deconsolidated upon a change in control, any retained noncontrolling equity investment in the former controlled subsidiary is measured at fair value and a gain or loss is recognized in net income (loss) based on such fair value. If a subsidiary is consolidated upon the business acquisition of controlling interests by the Company, any previous noncontrolled equity investment in the subsidiary is measured at fair value and a gain or loss is recognized in net income (loss) based on such fair value.
The Company employs the equity method of accounting for investments in 50% or less owned companies that it does not control but has the ability to exercise significant influence over the operating and financial policies of the business venture. Significant influence is generally deemed to exist if the Company has between 20% and 50% of the voting rights of a business venture but may exist when the Company’s ownership percentage is less than 20%. In certain circumstances, the Company may have an economic interest in excess of 50% but may not control and consolidate the business venture. Conversely, the Company may have an economic interest less than 50% but may control and consolidate the business venture. The Company reports its investments in and advances to these business ventures in the accompanying consolidated balance sheets as investments, at equity, and advances to 50% or less owned companies. The Company reports its share of earnings from investments in 50% or less owned companies in the accompanying consolidated statements of income (loss) as equity in earnings of 50% or less owned companies.
Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current period presentation.
7
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates and those differences may be material.
Revenue Recognition. Revenue is recognized when (or as) the Company transfers promised goods or services to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers control of the promised goods or services to its customers. The Company recognizes revenue, net of sales taxes, based on its estimates of the consideration the Company expects to receive. Costs to obtain or fulfill a contract are expensed as incurred.
The Company earns revenue primarily from the time charter and bareboat charter of vessels to customers. Since the Company charges customers based upon daily rates of hire, vessel revenues are recognized on a daily basis throughout the contract period. Under a time charter, the Company provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, the Company provides a vessel to a customer and the customer assumes responsibility for all operating expenses and assumes all risks of operation. In the Gulf of America, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.
In the Company’s operating areas, contracts or charters vary in length from several days to multi-year periods. Many of the Company’s contracts and charters include cancellation clauses without early termination penalties. As a result of cancellations, options and frequent renewals, the stated duration of charters may not correlate with the length of time the vessel is contracted for to provide services to a particular customer.
The Company contracts with various customers to carry out management services for vessels as agents for and on behalf of ship owners. These services include crew management, technical management, commercial management, insurance arrangements, sale and purchase of vessels, provisions and bunkering. As the manager of the vessels, the Company undertakes to use its best endeavors to provide the agreed management services as agents for and on behalf of the owners in accordance with sound ship management practice and to protect and promote the interest of the owners in all matters relating to the provision of services thereunder. The vast majority of the ship management agreements span one to three years and are typically billed on a monthly basis. The Company transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognizes revenue over the term of the contract while related costs are expensed as incurred.
Revenue that does not meet these criteria is deferred and is considered a contract liability and is recognized as such until the criteria are met. Contract liabilities, which are included in unearned revenue in the accompanying consolidated balance sheets, as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
Balance at beginning of period
2,534
Unearned revenues during the period
6,935
Revenues recognized during the period
(180
(8,373
Balance at end of period
As of March 31, 2026 and December 31, 2025, the Company had unearned revenue of $0.9 million and $1.1 million, respectively, primarily related to mobilization of vessels.
Direct Operating Expenses. Direct operating costs and expenses that are considered significant, other than leased-in equipment expense, consist primarily of costs and expenses such as: personnel; repairs and maintenance; drydocking; insurance and loss reserves; and fuel, lubes and supplies. Other direct operating
expenses consist of costs such as brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, and customs and importation duties. Direct operating costs are expensed as incurred.
Cash and Cash Equivalents. The Company considers all highly liquid investments, with an original maturity of three months or less from the date purchased, to be cash equivalents.
Restricted Cash. Restricted cash primarily relates to banking and credit facility requirements.
Trade and Other Receivables and Allowance for Credit Losses. Customers are primarily major integrated national and international oil companies, large independent oil and natural gas exploration and production companies and established wind farm construction companies. Customers are granted credit on a short-term basis and the related credit risks are minimal. Other receivables consist primarily of operating expenses the Company incurs in relation to vessels it manages for other entities, as well as insurance and income tax receivables. The Company routinely reviews its receivables and makes provisions for expected credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. However, those provisions are estimates and actual results may materially differ from those estimates. After collection efforts have been exhausted, trade receivables that are deemed uncollectible are removed from both accounts receivable and the allowance for credit losses.
Property and Equipment. Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is based upon a newly built asset being placed into service and represents the time period beyond which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older vessels that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of the asset’s remaining useful life, typically the period until the next survey or certification date. As of March 31, 2026, the estimated useful life of the Company’s new offshore support vessels was 20 years.
Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.
Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. There was $1.0 million of capitalized interest recognized during the three months ended March 31, 2026 and no capitalized interest recognized during the three months ended March 31, 2025.
Assets Held for Sale. As of March 31, 2026, one platform supply vessel (“PSV”) and two liftboats previously included in the United States (“U.S.”), primarily Gulf of America segment, with carrying values of $5.5 million, $3.2 million and $3.2 million, respectively, one fast support vessel (“FSV”) previously included in the Africa and Europe segment, with a carrying value of $0.9 million, and one PSV previously included in the Middle East and Asia segment, with a carrying value of $0.5 million, were classified as assets held for sale as the Company expects to sell the vessels within one year.
Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations when indicators of impairment are present. These indicators may include a significant decrease in the market price of a long-lived asset or asset group, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If the carrying values of the assets are not
9
recoverable, as determined by their estimated future undiscounted cash flows, the estimated fair value of the assets or asset groups are compared to their current carrying values and impairment charges are recorded if the carrying value exceeds fair value.
During the three months ended March 31, 2026 and 2025, the Company did not record impairment charges on any owned vessels. Impairment charges are included in gains (losses) on asset dispositions and impairments in the accompanying consolidated statements of income (loss). Estimated fair values for the Company-owned vessels were established by independent appraisers based on researched market information, replacement cost information and other data.
For vessel classes and individual vessels with indicators of impairment as of March 31, 2026, the Company assessed that their estimated fair value exceeds their current carrying values. For any vessel or vessel class that has indicators of impairment and is deemed not recoverable through future operations, the Company determines the fair value of the vessel or vessel class. If the fair value determination is less than the carrying value of the vessel or vessel class, an impairment is recognized to reduce the carrying value to fair value. Fair value determination is primarily accomplished by obtaining independent valuations of vessel or vessel classes from qualified third-party appraisers and other market data such as recent sales of similar vessels.
Impairment of 50% or Less Owned Companies. Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the carrying value of the investment. In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee. When the Company determines the estimated fair value of an investment is below carrying value and the decline is other-than-temporary, the investment is written down to its estimated fair value. Actual results may vary from the Company’s estimates due to the uncertainty regarding projected financial performance, the severity and expected duration of declines in value and the available liquidity in the capital markets to support the continuing operations of the investee, among other factors. Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and lead to additional impairment charges in future periods. During the three months ended March 31, 2026 and 2025, the Company did not recognize any impairment charges related to its 50% or less owned companies.
Income Taxes. During the three months ended March 31, 2026, the Company’s effective income tax rate of 16.2% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.
Earnings (Loss) Per Share. Basic earnings/loss per share of Common Stock of SEACOR Marine is computed based on the weighted average number of shares of Common Stock and warrants to purchase Common Stock at an exercise price of $0.01 per share (“Warrants”) issued and outstanding during the relevant periods. The Warrants are included in the basic earnings/loss per share of Common Stock because the shares issuable upon exercise of the Warrants are issuable for de minimis cash consideration and therefore not anti-dilutive. Diluted earnings/loss per share of Common Stock is computed based on the weighted average number of shares of Common Stock and Warrants issued and outstanding plus the effect of other potentially dilutive securities through the application of the treasury stock method and the if-converted method that assumes all shares of Common Stock have been issued and outstanding during the relevant periods pursuant to the conversion of the New Convertible Notes unless anti-dilutive. As of June 30, 2025, the Company no longer had any warrants to purchase Common Stock outstanding as a result of the completion of the Securities Repurchase as previously described in the 2025 Annual Report.
For the three months ended March 31, 2026 and 2025, diluted loss per share of Common Stock excluded 1,027,186 and 1,266,954 shares of restricted stock, respectively, and 1,006,365 and 1,008,865 shares of Common Stock, respectively, issuable upon exercise of outstanding stock options, as the effect of their inclusion in the computation would be anti-dilutive.
10
During the three months ended March 31, 2026, capital expenditures were $6.1 million and there were no equipment deliveries. During the three months ended March 31, 2026, the Company sold one PSV, previously classified as held for sale, and other equipment for net cash proceeds of $12.8 million, after transaction costs, for a gain of $7.4 million. During the three months ended March 31, 2025, the Company sold one liftboat and other equipment for net cash proceeds of $8.5 million, after transaction costs, for a gain of $5.8 million.
Investments, at equity, and advances to 50% or less owned companies as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
Ownership
Seabulk Angola
49.0
%
971
1,058
SEACOR Marine Arabia
45.0
1,912
1,809
20.0% - 50.0%
68
71
The Company’s long-term debt obligations as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
2024 SMFH Credit Facility
331,400
338,900
Current portion due within one year
(30,350
(30,000
Unamortized debt discount
(3,371
(3,607
Deferred financing costs
(607
(649
Long-term debt, less current portion
As of March 31, 2026, the Company was in compliance with all debt covenants and lender requirements.
Letters of Credit. As of March 31, 2026 and December 31, 2025, the Company had outstanding letters of credit of $0.4 million securing lease obligations, labor and performance guaranties.
As of March 31, 2026, the Company leased-in certain facilities and other equipment but did not lease-in any vessels. The leases typically contain purchase and renewal options or rights of first refusal with respect to the sale or lease of the equipment. The lease terms of certain facilities and other equipment had a duration ranging from six to 249 months.
11
As of March 31, 2026, future minimum payments for leases for the remainder of 2026 and the years ended December 31, noted below, were as follows (in thousands):
Operating Leases
Finance Leases
Remainder of 2026
380
2027
323
2028
30
2029
2030
Years subsequent to 2030
480
1,273
Interest component
(322
(2
951
Current portion of long-term lease liabilities
Long-term lease liabilities
For the three months ended March 31, 2026 and 2025 the components of lease expense were as follows (in thousands):
Operating lease costs
160
200
Finance lease costs:
Amortization of finance lease assets (1)
Interest on finance lease liabilities (2)
Short-term lease costs
90
137
254
349
For the three months ended March 31, 2026 supplemental cash flow information related to leases was as follows (in thousands):
Operating cash outflows from operating leases
164
178
Financing cash outflows from finance leases
Right-of-use assets obtained for operating lease liabilities
For the three months ended March 31, 2026 other information related to leases was as follows:
Weighted average remaining lease term, in years - operating leases
11.5
Weighted average remaining lease term, in years - finance leases
1.5
2.4
Weighted average discount rate - operating leases
12.1
6.1
Weighted average discount rate - finance leases
11.0
10.8
The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the three months ended March 31, 2026:
Statutory rate
(21.0
)%
Foreign taxes
17.5
Income (loss) of foreign subsidiaries not includable in U.S. return
15.4
162(m) - executive compensation
3.1
Subpart F Income and GILTI
1.1
Share award plans
0.8
(0.7
Effective income tax rate
16.2
Derivative instruments are classified as either assets, which are included in other receivables in the accompanying consolidated balance sheets, or liabilities based on their individual fair values. As of March 31, 2026 and December 31, 2025, the Company had no outstanding derivative instruments.
Economic Hedges. The Company may enter into and settle forward currency exchange, option and future contracts with respect to various foreign currencies. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in currency exchange rates with respect to the Company’s business conducted outside of the U.S. The Company generally does not enter into contracts with forward settlement dates beyond 12 to 18 months. During the fourth quarter of 2023, the Company entered into a forward currency exchange contract related to the purchase of four hybrid battery power systems, the purchase price for which is denominated in Norwegian Kroner. The Company recognized gains of $0.1 million during the three months ended March 31, 2025 on this contract, which were recognized in earnings. As of March 31, 2026 and December 31, 2025, the Company had no outstanding forward currency exchange contract.
Cash Flow Hedges. The Company may from time to time enter into interest rate swap agreements designated as cash flow hedges. By entering into interest rate swap agreements, the Company can convert the variable interest component of certain of their outstanding borrowings to a fixed interest rate. As of March 31, 2026 and December 31, 2025, there were no interest rate swaps held by the Company.
Other Derivative Instruments. The Company had no derivative instruments not designated as hedging instruments for the three months ended March 31, 2026 and recognized gains on derivative instruments not designated as hedging instruments for the three months ended March 31, 2025 as follows (in thousands):
Forward currency exchange, option, and future contracts
The forward currency exchange contract relates to the purchase of four hybrid battery power systems discussed in “—Economic Hedges” above. As of March 31, 2026, the Company had no outstanding foreign currency exchange contract.
The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets
13
for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Company had no financial assets and liabilities as of March 31, 2026 and December 31, 2025 that are measured at fair value on a recurring basis.
The estimated fair values of the Company’s other financial assets and liabilities as of March 31, 2026 and December 31, 2025 were as follows (in thousands):
Estimated Fair Value
CarryingAmount
Level 1
Level 2
Level 3
LIABILITIES
Long-term debt, including current portion
327,422
337,201
334,644
346,257
The carrying value of cash, cash equivalents, restricted cash and trade receivables approximates fair value. The fair value of the Company’s long-term debt was estimated based upon quoted market prices or by using discounted cash flow analysis based on estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Property and equipment. As of March 31, 2026 and December 31, 2025, the Company recognized no impairment charges on any owned vessels.
As of March 31, 2026, the Company had unfunded capital commitments of $44.3 million consisting of $42.3 million in respect of the construction of two PSVs, $1.7 million in respect of two hybrid battery power systems and $0.3 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $26.1 million is payable during the remainder of 2026 and the remainder is payable during 2027. As of March 31, 2026, $30.9 million remained in a restricted account designated to make payments on the construction of the two PSVs, of which $11.3 million was deposited during the first quarter of 2026 from the sale of one PSV, and the remainder from prior vessel sales, in accordance with the terms of the 2024 SMFH Credit Facility as previously described in the 2025 Annual Report. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. $16.4 million of this tranche was drawn as of March 31, 2026, with the remaining $24.6 million of this tranche remaining undrawn and available.
In December 2015, the Brazilian Federal Revenue Office issued a tax-deficiency notice to Seabulk Offshore do Brasil Ltda., an indirect wholly-owned subsidiary of SEACOR Marine (“Seabulk Offshore do Brasil”), with respect to certain profit participation contributions (also known as “PIS”) and social security financing contributions (also known as “COFINS”) requirements alleged to be due from Seabulk Offshore do Brasil (“Deficiency Notice”) in respect of the period of January 2011 until December 2012. In January 2016, the Company administratively appealed the Deficiency Notice on the basis that, among other arguments, (i) such contributions were not applicable in the circumstances of a 70%/30% cost allocation structure, and (ii) the tax inspector had incorrectly determined that values received from outside of Brazil could not be classified as expense refunds. The initial appeal was dismissed by the Brazilian Federal Revenue Office and the Company appealed such dismissal and is currently awaiting an administrative trial. A local Brazilian law has been enacted that
14
supports the Company’s position that such contribution requirements are not applicable, but it is uncertain whether such law will be taken into consideration with respect to administrative proceedings commenced prior to the enactment of the law. Accordingly, the success of Seabulk Offshore do Brasil in the administrative proceedings cannot be assured and the matter may need to be addressed through judicial court proceedings. The potential levy arising from the Deficiency Notice is R$30.5 million based on a historical potential levy of R$12.87 million (USD $5.8 million and USD $2.5 million, respectively, based on the exchange rate as of March 31, 2026).
In the normal course of its business, the Company becomes involved in various other litigation matters including, among others, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect that such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the United Kingdom: the U.K Merchant Navy Officers Pension Fund (“MNOPF”) and the U.K. Merchant Navy Ratings Pension Fund (“MNRPF”). The Company’s participation in the MNOPF began with the acquisition of the Stirling group of companies (the “Stirling Group”) in 2001 and relates to certain officers employed between 1978 and 2002 by the Stirling Group and/or its predecessors. The Company’s participation in the MNRPF also began with the acquisition of the Stirling Group in 2001 and relates to ratings employed by the Stirling Group and/or its predecessors through today. Both of these plans are in deficit positions and, depending upon the results of future actuarial valuations, it is possible that the plans could experience funding deficits that will require the Company to recognize payroll related operating expenses in the periods invoices are received. As of March 31, 2026, all invoices received related to MNOPF and MNRPF have been settled in full.
Transactions in connection with the Company’s Equity Incentive Plans during the three months ended March 31, 2026 were as follows:
Restricted Stock Activity:
Outstanding as of December 31, 2025 (1)
1,304,145
Granted
Vested (2)
(584,714
Forfeited
Outstanding as of March 31, 2026 (3)
1,027,186
Stock Option Activity:
Outstanding as of December 31, 2025
1,008,865
Exercised
(2,500
Outstanding as of March 31, 2026
1,006,365
15
For the three months ended March 31, 2026, the Company acquired for treasury (i) 215,466 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of restricted share awards for an aggregate purchase price of $1.6 million, and (ii) 12,721 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of performance-based restricted stock units for an aggregate purchase price of $0.1 million. These shares were purchased in accordance with the terms of the Company’s 2022 Equity Incentive Plan.
The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the 2025 Annual Report. The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments for the periods indicated (in thousands):
UnitedStates(primarilyGulf ofAmerica)
Africaand Europe
MiddleEastand Asia
LatinAmerica
Total
Operating Revenues:
Time charter
2,093
22,534
9,580
7,750
41,957
Bareboat charter
828
Other marine services
201
577
638
81
1,497
2,294
23,111
10,218
8,659
Direct Costs and Expenses:
Operating:
Personnel
2,275
4,982
4,433
3,732
15,422
Repairs and maintenance
388
2,957
5,999
1,256
10,600
Drydocking
363
176
636
77
1,252
Insurance and loss reserves
131
330
1,039
292
1,792
Fuel, lubes and supplies
274
1,334
899
801
3,308
3,192
623
1,374
5,199
3,441
12,971
13,629
7,532
Direct Vessel (Loss) Profit
(1,147
10,140
(3,411
1,127
6,709
Other Costs and Expenses:
128
73
49
1,169
4,063
3,101
1,997
20,534
Gains on asset dispositions and impairments, net
Operating loss
As of March 31, 2026
Historical Cost
57,898
304,919
243,319
146,504
Accumulated Depreciation
(43,283
(133,802
(115,303
(49,402
14,615
171,117
128,016
97,102
Total Assets (1)
35,398
221,523
195,188
114,981
567,090
16
6,765
20,835
15,710
8,623
51,933
708
235
852
1,479
2,858
7,000
21,687
16,002
10,810
6,486
5,183
4,927
1,941
18,537
3,462
2,505
1,074
8,520
1,066
1,241
1,031
531
3,869
702
594
155
2,153
819
2,180
883
664
4,546
2,727
881
346
4,303
10,901
15,387
10,929
4,711
(3,901
6,300
5,073
6,099
13,571
136
63
55
3,705
4,402
3,230
1,473
24,633
As of March 31, 2025
215,578
325,000
236,337
105,046
881,961
(107,646
(125,722
(98,960
(33,094
(365,422
107,932
199,278
137,377
71,952
516,539
137,600
237,451
186,108
89,247
650,406
The Company’s investments in 50% or less owned companies, which are accounted for under the equity method, also contribute to its consolidated results of operations. As of March 31, 2026, and 2025, the Company’s investments, at equity, and advances to 50% or less owned companies were $3.0 million and $4.5 million, respectively. Equity in earnings of 50% or less owned companies for the three months ended March 31, 2026 and 2025 were $0.1 million and $0.9 million, respectively.
During the fourth quarter of 2025, the Company initiated certain cost reduction measures to better align its operating expenses with the current state of the offshore marine industry, in general, and its business, in particular. These measures include a reduction of workforce, reorganization of the management structure and streamlining of operations. As a result of the cost reduction measures taken in the fourth quarter of 2025, the Company recognized savings of $1.0 million in wages and benefits expenses for the first quarter of 2026. Management continues to focus on optimizing the cost structure and regional footprint of the business to help maintain the Company’s competitiveness in the industry, improve its operating leverage and position itself to take advantage of market opportunities.
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no material events that have occurred that are not properly recognized and/or disclosed in the consolidated financial statements.
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters and involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Certain of these risks, uncertainties and other important factors are discussed in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2025 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q. However, it should be understood that it is not possible to identify or predict all such risks, uncertainties and factors, and others may arise from time to time. All of these forward-looking statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the United States Securities and Exchange Commission.
The following Management’s Discussion and Analysis (the “MD&A”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to and should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the 2025 Annual Report.
Overview
The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of March 31, 2026, the Company operated a fleet of 43 support vessels, of which all were owned. The primary users of the Company’s services are major integrated national and international oil companies, independent oil and natural gas exploration and production companies, oil field service and construction companies, as well as offshore wind farm operators and offshore wind farm installation and maintenance companies.
The Company operates and manages a diverse fleet of offshore support vessels that (i) deliver cargo and personnel to offshore installations, including offshore wind farms, (ii) assist offshore operations for production and storage facilities, (iii) provide construction, well work-over, offshore wind farm installation and decommissioning support and (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair. Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists.
The Company operates its fleet in four principal geographic regions: the United States (“U.S.”), primarily Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Brazil, Mexico, Guyana, and Central and South America. The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region. In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate.
Significant items affecting our results of operations
The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of the Company’s operating results and cash flows. Unless a vessel is cold-stacked, there is little reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization. The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel.
Offshore oil and natural gas market conditions are highly volatile. For example, oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, with the price per barrel going negative for a short period of time. Oil prices steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but subsequently decreased to pre-conflict levels. During the three months ended March 31, 2026, WTI oil prices reached a high of $105 per barrel and a low of $56 per barrel, ending the period at $102 per barrel. Volatility of oil prices has increased with the onset of the conflict with Iran.
While the Company has experienced difficult market conditions over the past few years due to volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital discipline, the increases since the lows experienced during the COVID-19 pandemic in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about new projects.
The Company closely monitors the availability of vessels in the offshore support vessel market as the utilization and day rates of the Company’s fleet is dependent on the supply and demand dynamics for its vessels. For example, low oil and natural gas prices and a corresponding decline in offshore exploration may reduce demand for the Company’s vessels and in the past such declines have forced many operators in the industry to restructure, liquidate assets or consolidate with other operators. Additionally, the delivery of newly built offshore support vessels to the industry-wide fleet has in the past contributed to an oversupply of vessels in the market, thereby further decreasing the demand for the Company’s existing offshore support vessel fleet. A combination of low customer exploration and drilling activity levels, and excess supply of offshore support vessels whether from laid up fleets or newly built vessels could, in isolation or together, have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and growth prospects. Alternatively, increasing activity levels and a stable supply of offshore support vessels could support higher utilization and day rates and improved financial performance of the Company’s business.
Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and natural gas producers over the last five to ten years leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farm support as the industry grows. While the Company expects that alternative forms of energy will continue to develop and add to the world’s energy mix, especially as certain governments, supranational groups, institutional investors, and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for natural gas, particularly in the context of expanded power generation demand worldwide. Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase to the extent that development of these forms of renewable energy expands.
The Company adheres to a strategy of cold-stacking vessels (removing from active service) during periods of weak utilization in order to reduce the daily running costs of operating the fleet, primarily personnel, repairs and maintenance costs, as well as to defer some drydocking costs into future periods. The Company considers various factors in determining which vessels to cold-stack, including upcoming dates for regulatory vessel
20
inspections and related drydocking requirements. The Company may maintain class certification on certain cold-stacked vessels, thereby incurring some drydocking costs while cold-stacked. Cold-stacked vessels are returned to active service when market conditions improve, or management anticipates improvement, typically leading to increased costs for drydocking, personnel, repair and maintenance in the periods immediately preceding the vessels’ return to active service. Depending on market conditions, vessels with similar characteristics and capabilities may be rotated between active service and cold-stack. On an ongoing basis, the Company reviews its cold-stacked vessels to determine if any should be designated as retired and removed from service based on the vessel’s physical condition, the expected costs to reactivate and restore class certification, if any, and its viability to operate within current and projected market conditions. As of March 31, 2026, none of the Company’s 43 owned vessels were cold-stacked worldwide. In addition, the Company had five vessel classified as held for sale as of March 31, 2026.
Recent Developments
Cost Reduction Measures
During the fourth quarter of 2025, the Company initiated certain cost reduction measures to better align its operating expenses with the current state of the offshore marine industry, in general, and its business, in particular. These measures include a reduction of workforce, reorganization of the management structure and streamlining of operations. For the year ended December 31, 2025, the Company incurred one-time charges totaling $1.2 million related to severance charges arising from a reduction in workforce resulting in a decrease in annualized wages and benefits expenses of at least $3.9 million. Management continues to focus on optimizing the cost structure and regional footprint of the business to help maintain the Company’s competitiveness in the industry, improve its operating leverage and position itself to take advantage of market opportunities.
Vessel Sales
On February 24, 2026, the Company completed the sale of one 201 foot, DP-2 platform supply vessel (“PSV”) built in 2015 for total proceeds of $14.6 million for a gain of approximately $7.3 million. Approximately $11.3 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in a restricted account.
On December 19, 2025, the Company completed the sale of one 201 foot, DP-2 platform supply vessel (“PSV”) built in 2013 for total proceeds of $13.4 million for a gain of approximately $8.1 million. Approximately $11.0 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in a restricted account.
On September 29, 2025, the Company completed the sale of the U.S. flag liftboat LB Jill and the U.S. flag liftboat LB Robert (together, the “Liftboat Sales”) for total proceeds of $76.0 million. In addition, concurrently with the closing of the Liftboat Sales, the Company sold certain uninstalled vessel equipment for total proceeds of $1.0 million (the “Equipment Sale”). After deducting transaction costs and expenses, the Company received net cash proceeds of $74.7 million and recognized a gain of $30.5 million for the Liftboat Sales and the Equipment Sale. None of the sale proceeds from the Liftboat Sales and the Equipment Sale are encumbered by the Company’s 2024 SMFH Credit Facility or required to be used to repay such facility.
21
Consolidated Results of Operations
The sections below provide an analysis of the Company’s results of operations for the three months (“Current Year Quarter”) ended March 31, 2026 compared with the three months (“Prior Year Quarter”) ended March 31, 2025. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2025, in the Company’s results of operations. For the periods indicated, the Company’s consolidated results of operations were as follows (in thousands, except statistics):
Time Charter Statistics:
Average Rates Per Day
18,199
18,825
Fleet Utilization
59
60
Fleet Available Days
3,897
4,583
95
94
100
35
34
24
85
76
Lease expense - operating
22
23
120
(14
Other Expense, Net
(16
(18
(31
(28
(36
(30
0
Direct Vessel Profit. Direct vessel profit (defined as operating revenues less operating expenses excluding leased-in equipment, “DVP”) is the Company’s measure of segment profitability. DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its regions, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for leased-in vessels). See “Note 11. Segment Information” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
The following tables summarize the operating results and property and equipment for the Company’s reportable segments for the periods indicated (in thousands, except statistics):
15,587
18,711
15,400
22,477
78
562
1,538
990
807
23,874
17,294
17,848
22,084
25
70
75
67
1,121
1,710
1,170
582
For additional information, the following tables summarize the worldwide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):
AHTS (1)
FSV (2)
PSV (3)
Liftboats
Otheractivity
13,833
25,352
16,420
54
1,862
1,585
450
18,929
21,688
1,340
471
811
19,400
23,327
1,518
5,166
7,348
2,897
3,179
2,801
4,594
26
576
133
543
663
448
943
(262
1,503
1,201
600
1,683
3,292
182
12,770
15,223
9,759
(179
4,719
3,574
2,027
338,427
273,809
120,755
19,649
(181,256
(77,879
(63,334
(19,321
157,171
195,930
57,421
328
AHTS
FSV
PSV
13,786
19,424
39,559
44
1,980
1,890
713
19,357
20,286
12,275
762
508
1,289
290
20,119
21,502
13,564
4,933
8,351
5,247
2,983
3,949
1,571
(21
353
2,513
1,003
517
631
(236
66
1,173
2,594
712
1,782
2,018
482
117
11,741
20,056
10,256
(242
4,932
4,133
3,719
948
341,102
290,765
230,181
18,965
(829
(164,077
(70,415
(111,390
(18,711
119
177,025
220,350
118,791
Fleet Counts. The Company’s fleet count as of March 31, 2026 and December 31, 2025 was as follows:
Owned
Operating Income (Loss)
United States, primarily Gulf of America. For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel loss in the U.S. were as follows (in thousands, except statistics):
For the Three Months Ended March 31,
Rates Per Day Worked:
10,782
14,291
14,221
16,422
36,836
Overall
Utilization:
Available Days:
270
202
350
501
Operating revenues:
91
97
Direct operating expenses:
99
93
150
156
Direct Vessel Loss
(56
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $4.7 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.6 million lower due to net asset dispositions and $1.0 million lower due to the repositioning of two vessels out of the region subsequent to the Prior Year Quarter. Charter revenues were $0.9 million higher for the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”), which consists of three vessels, due to higher average day rates of $15,323 in the Current Year Quarter compared to $12,375 in the Prior Year Quarter and higher utilization of 31% in the Current Year Quarter compared to 9% in the Prior Year Quarter. As of March 31, 2026, the Company had no vessels cold-stacked in this region compared with one of 12 owned vessels (one FSV) as of March 31, 2025.
Direct Operating Expenses. Direct operating expenses were $7.5 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $5.6 million lower due to net asset dispositions, $1.4 million lower due to the repositioning of vessels between geographic regions and $0.5 million lower for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures.
27
Africa and Europe. For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel profit in Africa and Europe were as follows (in thousands, except statistics):
15,163
16,121
24,397
19,606
56
965
573
720
98
96
Direct Vessel Profit
29
Operating Revenues. Charter revenues were $1.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.5 million higher for the Regional Core Fleet, which consists of 16 vessels, primarily due to higher average day rates of $18,841 in the Current Year Quarter compared to $17,931 in the Prior Year Quarter and higher utilization of 82% in the Current Year Quarter compared to 76% in the Prior Year Quarter. Charter revenues were $0.8 million lower due to the repositioning of two vessels out of the region subsequent to the Prior Year Quarter. Other marine services were $0.3 million lower primarily due to lower catering revenues. As of March 31, 2026 and 2025, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $2.4 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.4 million lower due to the repositioning of vessels between geographic regions and $1.0 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.
28
Middle East and Asia. For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel (loss) profit in the Middle East and Asia were as follows (in thousands, except statistics):
11,019
8,508
26,160
15,165
41,600
82
540
180
31
(33
32
Operating Revenues. Charter revenues were $6.1 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.4 million lower for the Regional Core Fleet, which consists of ten vessels, due to lower utilization of 61% in the Current Year Quarter compared to 80% in the Prior Year Quarter and lower average day rates of $15,994 in the Current Year Quarter compared to $18,413 in the Prior Year Quarter. Charter revenues were $2.3 million lower due to the disposition of three vessels subsequent to the Prior Year Quarter and $0.6 million higher due to the repositioning of one vessel into the region subsequent to the Prior Year Quarter. Other marine services were $0.3 million higher primarily due to higher catering revenues. As of March 31, 2026 and 2025, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $2.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $3.7 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, $0.5 million higher due to the repositioning of vessels between geographic regions and $1.5 million lower due to net asset dispositions.
Latin America (Brazil, Mexico, Guyana, and Central and South America). For the three months ended March 31, 2026 and 2025 the Company’s time charter statistics and direct vessel profit in Latin America were as follows (in thousands, except statistics):
15,229
14,948
30,845
28,198
69
267
370
80
87
Operating Revenues. Charter revenues were $0.8 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $1.6 million lower for the Regional Core Fleet, which consists of six vessels, primarily due to lower utilization of 60% in the Current Year Quarter compared to 70% in the Prior Year Quarter and lower average day rates of $21,255 in the Current Year Quarter compared to $22,686 in the Prior Year Quarter. Charter revenues were $0.8 million higher due to the repositioning of two vessels into the region subsequent to the Prior Year Quarter. Other marine services were $1.4 million lower primarily due to lower mobilization revenues. As of March 31, 2026 and 2025, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $2.8 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $2.5 million higher due to the repositioning of vessels between geographic regions and $0.3 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures.
Other Operating Expenses
Lease expense. Leased-in equipment expense for the Current Year Quarter was nearly flat compared to the Prior Year Quarter.
Administrative and general. Administrative and general expenses for the Current Year Quarter were $1.5 million lower compared to the Prior Year Quarter primarily due to decreases in wages and benefits expenses partially offset by increases in allowance for credit losses.
Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter were $2.5 million lower compared to the Prior Year Quarter due to net fleet changes.
Gains (Losses) on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold one PSV, previously classified as held for sale, and other equipment for net cash proceeds of $12.8 million, after transaction costs, for a gain of $7.4 million. During the Prior Year Quarter, the Company sold one liftboat and other equipment for net cash proceeds of $8.5 million, after transaction costs, for a gain of $5.8 million.
Other Income (Expense), Net
For the three months ended March 31, 2026 and 2025, the Company’s other income (expense) was as follows (in thousands):
Interest income. Interest income for the Current Year Quarter compared with the Prior Year Quarter was nearly flat.
Interest expense. Interest expense was lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to lower outstanding debt obligations on the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30% per annum).
Derivative gains (losses), net. Net derivative gains for the Current Year Quarter compared with the Prior Year Quarter decreased due to the Company no longer having an open forward currency exchange contract.
Foreign currency gains (losses), net. Net foreign currency gains for the Current Year Quarter compared with foreign currency losses in the Prior Year Quarter were primarily due to the strengthening of the U.S. dollar in relation to the pound sterling and the euro.
During the three months ended March 31, 2026, the Company’s effective income tax rate of 16.2% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.
Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were $0.8 million lower due to the following changes in equity earnings (in thousands):
709
(86
Liquidity and Capital Resources
General
The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its 2024 SMFH Credit Facility. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments. Sources of liquidity are cash balances, cash flows from operations and sales under the Company’s at-the-market offering program entered into on February 7, 2025 (the “ATM Program”), which has approximately $25.0 million of remaining sales capacity as of March 31, 2026. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.
As of March 31, 2026 and March 31, 2025, the Company held balances of cash, cash equivalents and restricted cash totaling $75.4 million and $45.4 million, respectively.
As of March 31, 2026, the Company had outstanding debt of $327.4 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of March 31, 2026, are as follows (in thousands):
Actual
Remainder 2026
22,500
31,397
246,106
As of March 31, 2026, the Company had unfunded capital commitments of $44.3 million consisting of $42.3 million in respect of the construction of two PSVs, $1.7 million in respect of two hybrid battery power systems and $0.3 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $26.1 million is payable during 2026 and the remainder is payable during 2027. As of March 31, 2026, $30.9 million remained in a restricted account designated to make payments on the construction of the two PSVs, of which $11.3 million were deposited during the first quarter of 2026 from the sale of one PSV, and the remainder from prior vessel sales, in accordance with the terms of the 2024 SMFH Credit Facility as previously described in the 2025 Annual Report. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. $16.4 million of this tranche was drawn as of March 31, 2026, with the remaining $24.6 million of this tranche remaining undrawn and available.
Summary of Cash Flows
The following is a summary of the Company’s cash flows for the three months ended March 31, 2026 and 2025 (in thousands):
Cash flows provided by or (used in):
Operating Activities
Investing Activities
Financing Activities
Cash flows used in operating activities was $15.1 million in the Current Year Quarter, an increase of $3.6 million compared to $11.5 million in the Prior Year Quarter due to changes in working capital and a decrease in days worked primarily due to net fleet changes. The components of cash flows provided by and/or used in operating activities during the Current Year Quarter and Prior Year Quarter were as follows (in thousands):
DVP:
United States, primarily Gulf of America
Africa and Europe
Middle East and Asia
Latin America
Operating, leased-in equipment
(178
Administrative and general (excluding provisions for bad debts and amortization of share awards)
(8,514
(10,266
(1,722
3,127
Changes in operating assets and liabilities before interest and income taxes
(11,152
(3,721
Cash settlements on derivative transactions, net
Interest paid, excluding capitalized interest (1)
(2,750
(10,935
Interest received
Total cash flows used in operating activities
For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above. Changes in operating assets and liabilities before interest and income taxes are the result of the Company’s working capital requirements.
During the Current Year Quarter, net cash provided by investing activities was $6.7 million, primarily as a result of the following:
33
During the Prior Year Quarter, net cash used in investing activities was $12.3 million, primarily as a result of the following:
During the Current Year Quarter, net cash used in financing activities was $9.2 million, primarily as a result of the following:
During the Prior Year Quarter, net cash used in financing activities was $6.9 million primarily as a result of the following:
Short and Long-Term Liquidity Requirements
The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $25.0 million in remaining sales capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures, working capital needs, debt service requirements and covenant compliance over the short to long term. With respect to the remaining $42.3 million in capital expenditures related to the construction of two PSVs, up to $24.6 million remains available under Tranche B of the 2024 SMFH Credit Facility and $30.9 million of proceeds from vessel sales remained in a restricted account designated for these capital expenditures as of March 31, 2026. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to or the availability of the credit and capital markets on acceptable terms. Management continuously monitors the Company’s liquidity and compliance with covenants in its 2024 SMFH Credit Facility.
Debt Securities and Credit Agreements
For a discussion of the Company’s debt securities and credit agreements, see “Note 4. Long-Term Debt” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q and in “Note 5. Long-Term Debt” in the Company’s audited consolidated financial statements included in its 2025 Annual Report. There have been no material changes to the Company’s long-term debt during the period.
Future Cash Requirements
For a discussion of the Company’s future cash requirements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in the Company’s 2025 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2025, except as described in “Results of Operations - Liquidity and Capital Resources” in this Quarterly Report on Form 10-Q.
Contingencies
For a discussion of the Company’s contingencies, see “Note 9. Commitments and Contingencies” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of the Company’s exposure to market risk, refer to “Quantitative and Qualitative Disclosures About Market Risk” included in the Company’s 2025 Annual Report. There has been no material change in the Company’s exposure to market risk during the three months ended March 31, 2026.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2026. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s (“SEC”) rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The Company’s disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported to the Company’s management, including its principal executive and principal financial officers, within the time periods specified in the SEC’s rules and forms to allow timely decisions regarding required disclosures. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Current Year Quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of developments with respect to pending legal proceedings described in the Company’s 2025 Annual Report, see “Note 9. Commitments and Contingencies” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
For a discussion of the Company’s risk factors, refer to “Risk Factors” included in the Company’s 2025 Annual Report. There have been no material changes in the Company’s risk factors during the Current Year Quarter.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a), (b) None.
(c) This table provides information with respect to purchases by the Company of shares of its Common Stock during the Current Year Quarter:
Total Number ofShares Purchased
Average Price perShare
Total Number ofShares Purchasedas Part of a PubliclyAnnounced Plan
Maximum Numberof Shares that maybe Purchased Underthe Plan
January 1, 2026 to January 31, 2026
February 1, 2026 to February 28, 2026
March 1, 2026 to March 31, 2026
228,187
7.47
For the three months ended March 31, 2026, the Company acquired for treasury (i) 215,466 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of restricted share awards for an aggregate purchase price of $1,644,006 and (ii) 12,721 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of performance-based restricted stock units for an aggregate purchase price of $92,991. These shares were purchased in accordance with the terms of the Company’s 2022 Equity Incentive Plan.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the first quarter of 2026, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K), except as set forth in the table below:
Name and Title
Action
Date
Type of Trading Arrangement(1)
Duration of Trading Arrangement(2)
Aggregate Number of Securities to be Sold pursuant to Trading Arrangement
Andrew H. Everett II, Senior Vice President, General Counsel and Secretary
Adoption
March 9, 2026
Rule 10b5-1 trading arrangement
June 15, 2027
Up to 145,000 shares of Common Stock
John Gellert, President and Chief Executive Officer
March 10, 2026
Up to 224,362 shares of Common Stock(3)
Jesús Llorca, Executive Vice President and Chief Financial Officer
March 12, 2026
Up to 399,113 shares of Common Stock(4)
Gregory Rossmiller, Senior Vice President and Chief Accounting Officer
March 13, 2026
Up to 121,329 shares of Common Stock
ITEM 6. EXHIBITS
10.1+
Form of Restricted Stock Grant Agreement under the SEACOR Marine Holdings Inc. 2025 Equity Incentive Plan.
10.2+
Form of Performance Restricted Stock Unit Grant Agreement under the SEACOR Marine Holdings Inc. 2025 Equity Incentive Plan.
31.1
Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2
Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1
Certification by the Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, has been formatted in Inline XBRL.
+ Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
April 29, 2026
By:
/s/ John Gellert
John Gellert, President,
Chief Executive Officer
(Principal Executive Officer)
/s/ Jesús Llorca
Jesús Llorca, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Gregory S. Rossmiller
Gregory S. Rossmiller,
Senior Vice President
and Chief Accounting Officer
(Principal Accounting Officer)
40