Tidewater TDW Form 10-Q filing Q1 FY2026

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EXECUTIVE SUMMARY AND CURRENT BUSINESS OUTLOOK

Tidewater

We are one of the most experienced international operators in the offshore energy industry with a history spanning 70 years. Our vessels and associated services support all phases of offshore crude oil and natural gas (also referred to as oil and gas) exploration activities, field development, production and maintenance, as well as windfarm development and maintenance. Our services include towing and anchor handling for mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover and production activities; providing offshore construction and seismic and subsea support; delivering geotechnical survey support for windfarm construction, and offering a variety of other specialized services such as pipe laying and cable laying. In addition, we believe we have the broadest geographic operating footprint in the offshore vessel industry. Our global operating footprint allows us to react quickly to changing local market conditions and to be responsive to the changing requirements of the many customers with which we believe we have strong relationships.

On February 22, 2026, we entered into a definitive agreement to acquire all outstanding shares of Wilson Sons Ultratug Participações S.A and its affiliate Atlantic Offshore Services S.A. (collectively, the Wilson Companies) from Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada (collectively, the Wilson Sellers). The Wilson Companies own 22 platform supply vessels operating in Brazil. We will pay the Wilson Sellers an aggregate cash purchase price of $500.0 million on a debt free, cash free basis, subject to adjustments, including a reduction for the assumption of the Wilson Companies’ debt which was approximately $239.7 million as of March 31, 2026. The final debt amount will be determined upon completion of this transaction. The transaction is subject to customary closing conditions, including approval from the Brazilian Antitrust Authority and the consent of the lenders to the Wilson Companies, and is expected to close late second quarter of 2026.

At March 31, 2026, we owned 206 vessels with an average age of 13.4 years available to serve the global offshore energy industry.

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MD&A Objective and Principal Factors That Drive Our Results, Cash Flows and Liquidity

Our MD&A is designed to provide information about our financial condition and results of operations from management’s perspective.

Our revenues, net earnings and cash flows from operations are largely dependent upon the activity level of our offshore marine vessel fleet. Our business activity is largely dependent on the level of exploration, field development and production activity of our customers. Our customers’ business activity, in turn, is dependent on current and expected crude oil and natural gas prices, which fluctuate depending on expected future levels of supply and demand for crude oil and natural gas, and on estimates of the cost to find, develop and produce crude oil and natural gas reserves. Our objective throughout the MD&A is to discuss how these factors affected our historical results and where applicable, how we expect these factors to impact our future results and future liquidity.

Our revenues in all segments are driven primarily by our active fleet size, active vessel utilization and day rates. Because a sizeable portion of our vessel operating and depreciation costs do not change proportionally with changes in revenue, our operating profit is largely dependent on revenue levels.

Operating costs consist primarily of crew costs; repair and maintenance costs; insurance costs; fuel, lube oil and supplies costs; and other vessel operating costs. Fleet size, fleet composition, geographic areas of operation, supply and demand for marine personnel, and local labor requirements are the major factors impacting overall crew costs in all segments. In addition, the more technologically sophisticated vessels generally require a greater number of specially trained and more highly compensated fleet personnel. Crew costs may increase if competition for skilled personnel intensifies.

Costs related to the recertification of vessels are deferred and amortized over 30 months on a straight-line basis. Maintenance costs incurred at the time of the recertification drydocking not related to the recertification of the vessel are expensed as incurred. Costs related to vessel improvements that either extend the vessel’s useful life or increase the vessel’s functionality are capitalized and depreciated.

Insurance costs are dependent on a variety of factors, including our safety record and pricing in the insurance markets, and can fluctuate over time. Our vessels are generally insured for up to their estimated fair market value in order to cover damage or loss. We also purchase coverage for potential liabilities stemming from third-party losses and cyber security breaches with limits that we believe are reasonable for our business and operations, but do not generally purchase business interruption insurance or similar coverage. During the past three years, we have not incurred any material costs, fines or penalties due to a direct or third-party vendor cybersecurity breach. Insurance limits are reviewed annually, and third-party coverage is purchased based on the expected scope of ongoing operations and the cost of third-party coverage.

Fuel and lube costs can fluctuate in any given period depending on the number and distance of vessel mobilizations, the number of active vessels off-hire, drydockings, and changes in fuel prices. Generally, our customers are responsible for fuel costs when our vessels are on-hire, and we are responsible for fuel costs when our vessels are off-hire or in drydock. We also incur vessel operating costs aggregated as “other” vessel operating costs. These costs consist of brokers’ commissions, training costs, satellite communication fees, agent fees, port fees, freight and other miscellaneous costs. Brokers’ commissions are incurred primarily in our non-U.S. operations where brokers sometimes assist in obtaining work. Brokers generally are paid a percentage of day rates and, accordingly, commissions paid to brokers generally fluctuate in accordance with vessel revenue.

We discuss our liquidity in terms of cash flow that we generate from our operations. Our primary sources of capital have been our cash on hand, internally generated funds including operating cash flow, vessel sales and long-term debt financing. From time to time, we also issue stock or stock-based financial instruments either in the open market or as currency in acquisitions. This ability is impacted by existing market conditions.

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Industry Conditions and Outlook

Our business is exposed to numerous macro factors that influence our outlook and expectations. Our outlook and expectations described herein are based solely on the market as we see it today, and therefore, subject to various changing conditions that impact the oil and gas industry.

Our outlook is largely driven by expectations for the worldwide demand for hydrocarbons, and expectations surrounding the demand for and the global supply of vessels that support the offshore energy industry. Our business is directly impacted by the level of activity in worldwide offshore oil and gas exploration, development and production, which in turn is influenced by trends in oil and gas prices and the condition of the energy markets, and in particular, the willingness of energy companies to spend on offshore operational activities and capital projects. This activity includes demand for offshore drilling rigs, which also directly impacts our industry. Oil and gas prices are affected by geopolitical and economic forces, including the fundamental principles of supply and demand. Offshore oil and gas exploration and development activities generally require higher oil or gas prices to justify the expenditure levels of offshore activities. Oil and gas prices are subject to significant uncertainty and, as a result, tend to be extremely volatile.

Over the past several years, oil and gas commodity pricing and the overall supply of and demand for oil and gas have been affected by (i) a global pandemic, which included lock downs by major oil consuming nations; (ii) ongoing global conflicts, notably in eastern Europe between Russia and Ukraine, in Venezuela, and numerous conflicts in the Middle East; (iii) Organization of Petroleum Exporting Countries Plus (OPEC+) production quotas, market share expectations and pricing considerations; (iv) resource growth in non-OPEC+ nations; (v) a capital allocation focus on returning capital to shareholders within the major oil and gas companies, thereby limiting funds previously available for resource development; (vi) economies of and monetary policies in major consuming nations; (vii) increased activism related to the perceived responsibility of the oil and gas sector for climate change; and (viii) U.S. trade policies that include substantial tariffs, causing increased market uncertainty and volatility. Recently, the United Arab Emirates (UAE), one of the key OPEC members and its third largest producer, announced that it would be leaving the organization effective May 1, 2026. This announcement comes when the market is already fragile due to the conflict in Iran (see below) and may increase market uncertainty.

On February 28, 2026, the United States and Israel initiated a military conflict with Iran that has caused significant damage to Iranian infrastructure and has resulted in the partial closure of the Strait of Hormuz (Strait) in the Middle East. The Strait is the transit route for approximately 20% of global crude oil and a significant percentage of LNG supplies. Iran has not only targeted United States and Israeli assets in the region, but also a number of Middle Eastern countries including Saudi Arabia, Qatar, Dubai, Kuwait and Bahrain. The disruption of production from the Middle East has resulted in the crude oil futures prices spiking to over $100 per barrel. There is currently a tentative cease fire in effect, and negotiations are seeking to end the conflict and open the Strait.

The impact of the conflict in Iran has been borne primarily by our Middle East segment. To date, there have been no contract cancellations, but we incurred increased insurance rates, higher crew wages and travel costs and higher fuel costs for vessels operating near the conflict. Specifically, in March, our Middle East segment experienced increased crew wages and travel costs of approximately $1.3 million, increased vessel insurance of approximately $0.3 million and increased fuel cost of approximately $0.3 million. Should the conflict continue, we anticipate similar increases in future costs. In addition, we also expect our fuel costs when our vessels are not under contract, typically during drydocks, mobilizations, and idle time, to increase significantly worldwide. We cannot estimate the duration of this conflict nor can we predict all impacts of this conflict, however many observers expect elevated oil and gas pricing and a strained supply chain to result in higher costs in the near future.

With the demand for oil and gas at an all-time high, we continue to have a positive outlook for a sustained upcycle in the offshore energy industry. Although the ongoing conflict in the Middle East has introduced near‑term uncertainty, we believe it underscores the strategic importance of energy security and the need for sustained upstream investment to support reliable and affordable global energy supply. We expect offshore developments, given their scale, long reserve lives, and attractive economics, to play an important role and we believe these dynamics bode well for us, given our global operating footprint, high‑specification fleet, and disciplined strategy.

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RESULTS OF OPERATIONS

Each of our five operating segments is led by senior management, the results are reviewed and resources are allocated by our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the results of each of the operating segments for resource allocation and performance evaluation.

The results of operations tables included below for the total company and the individual segments disclose financial results supplemented with average vessels, vessel utilization and average day rates.

Total vessel utilization is calculated on all vessels in service (which includes stacked vessels, vessels held for sale and vessels in drydock or down for repair). Active utilization is calculated on all owned and bareboat chartered vessels except vessels held for sale and stacked vessels. Vessel utilization rates are calculated by dividing the number of days a vessel works during a reporting period by the number of days the vessel is available to work in the reporting period. We consider a vessel to be stacked if the vessel crew is furloughed or substantially reduced and limited maintenance is performed on the vessel. Although not currently fulfilling charters, stacked vessels are considered in service and included in the calculation of our utilization statistics. As such, stacked vessels depress utilization rates because stacked vessels are considered available to work and are included in the calculation of utilization rates. We had six stacked vessels at March 31, 2026 and eight stacked vessel at December 31, 2025.

Vessel day rates are determined by the demand created largely through the level of offshore exploration, field development and production spending by energy companies relative to the supply of offshore support vessels. Specifications of available equipment and the scope of service provided may also influence vessel day rates. Average day rates are calculated by dividing the revenue a vessel earns during a reporting period by the number of days the vessel worked in the reporting period. Vessel operating cost per active days is calculated based on total available days less stacked days.

Total vessels in service include vessels not owned by us and under bareboat charter agreements. We had two such vessels to begin the year, but purchased both of the vessels in the first quarter of 2026 and are now included in our owned vessel count.

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Consolidated Results – Three Months Ended March 31, 2026 compared to December 31, 2025

Revenue:

• Decrease primarily due to lower utilization and a lower vessel count, partially offset by higher day rates.

• Increase in day rates was due to increases in demand in Asia Pacific and Europe/Mediterranean.

• We sold two older vessels during the first quarter of 2026.

Vessel operating costs*:*

• Decrease primarily due to significantly lower repair and maintenance costs, lower crew and other costs. Crew costs decreased in the Americas and West Africa as a result of lower vessel counts partially offset by an incremental $1.3 million in war premium bonuses and crew travel costs in the Middle East related to the Iran conflict. The decrease in repair costs is primarily from the Middle East associated with deferred repair activities.

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General and administrative:

• Decrease primarily due to higher professional fees in the fourth quarter of 2025 associated with the pending Wilson acquisition and the strategic internal restructuring of our vessel ownership (Vessel Realignment).

Depreciation and amortization:

• Increase primarily due to higher capitalized software expenditure.

Loss (gain) on asset dispositions, net:

• During the first quarter of 2026, we sold two vessels for approximately $3.3 million in proceeds and recognized a net loss of $0.1 million on the dispositions. During the fourth quarter of 2025, we sold two vessels for approximately $5.3 million in proceeds and recognized a net gain of $5.1 million on the dispositions.

Interest income and other, net:

• Decrease due to lower cash balances.

Interest expense:

• No significant variances.

Foreign exchange gains (losses):

• Our foreign exchange losses in the first quarter of 2026 and gains in the fourth quarter of 2025 were primarily the result of the settlement and revaluation of various foreign currency balances due to the strengthening or weakening, respectively, of the U.S. Dollar against the Central and West African Franc, Norwegian Kroner, Brazilian Real, Angola Kwanza, British Pound and Euro.

Income tax expense:

• We are subject to taxes on our income in many jurisdictions worldwide and our actual tax expense can vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax jurisdictions. During the three months ended March 31, 2026, a gain on sale of a vessel was recognized in connection with an internal restructuring to reposition the vessel for strategic opportunities. This transaction resulted in $2.9 million of Pillar Two top-up tax and was included as Subpart F income and subject to U.S. taxation. Due to the internal nature of this transaction, this gain is not reflected in the consolidated financial statements leading to a higher effective tax rate. Our tax benefit for the fourth quarter of 2025 is primarily related to the effect of the Vessel Realignment and release of valuation allowance against certain U.S. deferred tax assets.

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Segment results for three months ended March 31, 2026 compared to December 31, 2025

Americas Segment Operations.

Revenue:

• Decrease primarily driven by lower active utilization, lower average day rates and lower vessel count.

• Utilization decreased as drydock days and repair days increased.

Vessel operating costs:

• Decrease primarily due to the decrease in vessels within the segment.

General and administrative expense:

• No significant variances.

Depreciation and amortization expense:

• Decrease primarily due to fewer vessels in the segment.

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Asia Pacific Segment Operations**.**

Revenue:

• Increase primarily driven by higher utilization, higher average day rates and a higher number of vessels. In addition, there was a $1.5 million fee for early manning of a vessel chartered for a research project.
• Utilization increased due to lower idle and repair days.

Vessel operating costs:

• Increase primarily due to higher crew costs associated with increased vessel count and the incremental costs associated with the research vessel.

General and administrative expense:

• No significant variances.

Depreciation and amortization expense:

• Increase primarily due to higher vessels.

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Middle East Segment Operations.

Revenue:

• Decrease primarily driven by lower average day rates.
• Even with the ongoing Iran conflict, all vessels in the segment remain under contract. As a result, revenue was not negatively affected to any significant degree.

Vessel operating costs:

• Decrease primarily due to lower repair costs partially offset by higher crew costs which increased by $1.3 million from war risk bonuses and crew travel costs. In addition, the increase in vessel insurance of $0.3 million was all in the month of March and directly related to the Iran conflict. The decrease in repair costs more than offset the incremental costs in the first quarter associated with the Iran conflict.

General and administrative expense:

• Decrease primarily due to higher shore based personnel costs in the fourth quarter of 2025.

Depreciation and amortization expense:

• No significant variances.

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Europe/Mediterranean Segment Operations.

Revenue:

• Increase primarily driven by higher day rates and an increase in the vessel count as we had vessels transfer into the segment. This was partially offset by a substantial decrease in utilization.

• Active utilization decreased due to higher drydock and idle days. The first quarter is seasonally the least active quarter in the North Sea.

Vessel operating costs:

• Increase primarily due to higher crew costs as a result of increased vessel count and higher fuel costs largely related to greater idle and drydock days. Fuel costs in this segment have also been affected by significantly higher fuel prices resulting from the Iran conflict.

General and administrative expense:

• No significant variances.

Depreciation and amortization expense:

• Increase primarily due to higher depreciation from higher number of vessels during the first quarter of 2026 and increased amortization as a result of higher drydock activity.

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West Africa Segment Operations.

Revenue:

• Decrease primarily driven by lower vessel count and slightly lower day rates, partially offset by much higher utilization.
• Increase in utilization primarily due to lower idle days.

Vessel operating costs:

• Decrease primarily due to lower crew, repair and fuel costs related to the lower vessel count.

General and administrative expense:

• No significant variances.

Depreciation and amortization expense:

• Decrease due to lower amortization of drydock costs largely related to lower vessel count.

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Liquidity, Capital Resources and Other Matters

Our objective in financing our business is to maintain and preserve adequate financial resources and sufficient levels of liquidity. As of March 31, 2026, we had $555.1 million in cash and cash equivalents, and a borrowing capacity under our Revolving Credit Facility of $250.0 million for which any future borrowings would be due April 2030. On July 7, 2025, we issued $650.0 million in 9.125% Senior Notes that mature in July 2030 (2030 Notes). With the proceeds of the offering, we redeemed most of our outstanding debt as of June 30, 2025, including accrued interest and early redemption premiums. Also on July 7, 2025, we executed the $250.0 million Revolving Credit Facility that replaced our previous $25.0 million credit facility. As of the date of this filing, no amounts have been drawn under the Revolving Credit Facility. Please refer to Note (8) - “Debt” to the accompanying Condensed Consolidated Financial Statements for further details on our indebtedness. Working capital, which includes cash on hand, was $629.7 million at March 31, 2026, and includes $5.8 million of current maturities on long term debt.

In addition, on February 22, 2026, we entered into a definitive agreement to acquire all outstanding shares of Wilson Sons Ultratug Participações S.A and its affiliate Atlantic Offshore Services S.A. (collectively, the Wilson Companies) from Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada (collectively, the Wilson Sellers). The Wilson Companies own 22 platform supply vessels operating in Brazil. We will pay the Wilson Sellers an aggregate cash purchase price of $500.0 million on a debt free, cash free basis, subject to adjustments, including a reduction for the assumption of the Wilson Companies’ debt which was approximately $239.7 million as of March 31, 2026. The final debt amount will be determined upon completion of this transaction. The transaction is subject to customary closing conditions, including approval from the Brazilian Antitrust Authority and the consent of the lenders to the Wilson Companies, and is expected to close late second quarter of 2026.

We believe cash and cash equivalents and net cash provided by operating activities, supplemented with our revolving credit capacity, provides us with sufficient liquidity to fund our obligations and meet our liquidity requirements, including the acquisition of the Wilson Companies. We do not expect any significant liquidity issues to arise from the Iran conflict, but we will continue to monitor this situation.

Our cash and cash equivalents include restricted cash and other amounts held by foreign subsidiaries, the majority of which is available to us without adverse tax consequences. As of March 31, 2026, approximately 27% of our cash balance held in foreign subsidiaries is awaiting U.S. dollar conversion.

We currently expect earnings by our foreign subsidiaries will be indefinitely reinvested in foreign jurisdictions to fund strategic initiatives (such as investment, expansion and acquisitions), fund working capital requirements and repay intercompany liabilities of our foreign subsidiaries in the normal course of business. Moreover, we do not currently intend to repatriate earnings of our foreign subsidiaries to the U.S. because cash generated from our domestic businesses and the repayment of intercompany liabilities from foreign subsidiaries are currently sufficient to fund the cash needs of our U.S. operations.

A key component of our growth strategy is expanding our business and fleet through acquisitions, joint ventures and other strategic transactions. We would expect to finance any strategic transactions through cash on hand or the sale of our securities or through debt financing.

The Revolving Credit Facility contains customary affirmative and negative covenants, representations and warranties, and events of default, along with the following three financial covenants: (i) a minimum liquidity test that the sum of consolidated cash and available commitments under the Revolving Credit Facility shall not be less than the greater of $20.0 million or 10% of net interest-bearing debt as defined in the agreement; (ii) the ratio of net interest bearing debt as defined in the agreement to consolidated earnings before depreciation and amortization, interest and other debt costs, net and income tax expense shall be equal to or less than 3 to 1; and (iii) the aggregate fair market value of the collateral vessels divided by the total outstanding debt shall be at least 2.5 to 1. We are currently in compliance and anticipate maintaining ongoing compliance with these financial covenants.

During the three months ended March 31, 2026, we generated $6.0 million in net income and $19.2 million in cash flow from operating activities, which includes our interest payments and drydock costs.

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Share Repurchases

On February 27, 2025, our Board of Directors (Board) approved a $90.3 million share repurchase program, and then on August 1, 2025, our Board approved a new $500.0 million share repurchase program. No shares were repurchased during the three months ended March 31, 2026. During the three months ended March 31, 2025, we repurchased and retired 910,481 shares for approximately $39.3 million, excluding commissions and a 1% excise tax. Please refer to Item 5 of our 2025 Annual Report - Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities for additional information regarding repurchases of our common stock.

Dividends

No dividends were declared for the three months ended March 31, 2026 and 2025. See also Note (5) - “Stockholders’ Equity and Dilutive Equity Instruments” to the accompanying Condensed Consolidated Financial Statements.

Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $19.2 million and $80.4 million, respectively.

Net cash provided by operating activities for the three months ended March 31, 2026 reflects net income of $6.0 million, which includes non-cash depreciation and amortization of $66.6 million and net losses on asset dispositions of $0.1 million. Combined changes in operating assets and liabilities used $34.0 million in cash, and cash paid for deferred drydock and survey costs was $36.4 million.

Net cash provided by operating activities for the three months ended March 31, 2025 reflects net income of $42.3 million, which includes non-cash depreciation and amortization of $65.4 million, unrealized foreign exchange gain of $9.6 million and net gains on asset dispositions of $2.5 million. Combined changes in operating assets and liabilities provided $21.1 million in cash, and cash paid for deferred drydock and survey costs was $43.3 million.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $11.6 million and $5.9 million, respectively.

Net cash used in investing activities for the three months ended March 31, 2026 reflects receipt of $3.3 million primarily related to the sale of two vessels. Additions to properties and equipment were comprised of approximately $13.3 million in capitalized upgrades to existing vessels and equipment and $1.6 million primarily for other property and information technology equipment purchases and development work.

Net cash used in investing activities for the three months ended March 31, 2025 reflects receipt of $4.4 million primarily related to the sale of two vessels. Additions to properties and equipment were comprised of approximately $8.4 million in capitalized upgrades to existing vessels and equipment and $1.9 million primarily for other property and information technology equipment purchases and development work.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2026 and 2025 was $32.3 million and $59.2 million, respectively.

Net cash used in financing activities for the three months ended March 31, 2026 included payments of long-term debt of $1.1 million, debt issuance costs of $0.1 million, finance lease payments of $24.9 million related to the acquisition of two vessels previously under bareboat charters and the acquisition of $6.2 million in shares to pay employee taxes on share-based awards.

Net cash used in financing activities for the three months ended March 31, 2025 included payments of long-term debt of $12.5 million, the purchase of 910,481 shares of our common stock for $39.3 million and $7.5 million in shares acquired to pay taxes on share-based awards.

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Application of Critical Accounting Policies and Estimates

Our 2025 Annual Report filed with the SEC on March 2, 2026, describes the accounting policies that are critical to reporting our financial position and operating results and that require management’s most difficult, subjective or complex judgments. This Quarterly Report on Form 10-Q should be read in conjunction with the discussion contained in our 2025 Annual Report regarding these critical accounting policies.

New Accounting Pronouncements

For information regarding the effect of new accounting pronouncements, see “Note (2) - Recently Issued or Adopted Accounting Pronouncements” of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk affecting us, see Item 7A. “Quantitative and Qualitative Disclosures about Market Risk,” in our 2025 Annual Report. Our exposure to market risk has not changed materially since December 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, any control system, no matter how well conceived and followed, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met.

We evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Controls Over Financial Reporting

There has been no change in our internal controls over financial reporting that occurred during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See discussion of legal proceedings in (i) “Note (9) - Commitments and Contingencies” of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report; (ii) Item 3 of Part I of our 2025 Annual Report; and (iii) “Note (11) – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Item 8 of our 2025 Annual Report.

ITEM 1A. RISK FACTORS

There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to 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, and “Item 1A. Risk Factors” in Part II of our Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2026, 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.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

On February 27, 2025, our Board of Directors (Board) approved a $90.3 million share repurchase program, and then on August 1, 2025, our Board approved an additional $500.0 million share repurchase program. Share repurchases may take place from time to time on the open market or through privately negotiated transactions. The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.

Common stock repurchase activity for the three months ended March 31, 2026 was as follows:

ITEM 5. OTHER INFORMATION

On March 17, 2026, Daniel A. Hudson, Executive Vice President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), to sell up to 25,000 shares, which shall expire on the earlier of when all shares under the plan are sold and June 16, 2027.

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ITEM 6. EXHIBITS

* Filed with this quarterly report on Form 10-Q.

** Furnished with this quarterly report on Form 10-Q.

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SIGNATURES

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