ODYSSEY MARINE EXPLORATION INC Income Taxes Disclosure

NOTE 14 – INCOME TAXES

The Company’s effective tax rate for each year ended December 31, 2025 and 2024 was 0.00%.

For the year ended December 31, 2025, the primary drivers of the variance from the statutory rate were changes in the fair value of derivative liabilities, the foreign rate differential, changes in the domestic and foreign valuation allowances, and state income taxes. The Company’s state income taxes relate primarily to the State of Florida.

For the year ended December 31, 2024, the primary drivers of the variance from the statutory rate were related to changes in the fair value of derivative liabilities, SubPart F income, the foreign rate differential, changes in the domestic and foreign valuation allowances, and state income taxes. The Company’s state income taxes relate primarily to the State of Florida.

For the year ended December 31, 2025, the Company had federal, state post-apportioned, and foreign net operating loss carryforwards of $212.1 million, $79.6 million and $29.1 million, respectively. Of the federal amount, $154.4 million has a limited carryforward period and will begin to expire in 2026; the remaining $57.7 million will have an indefinite carryforward period. Of the state post-apportioned amount, $35.5 million has a limited carryforward period and will begin to expire in 2028; the remaining $44.0 million will have an indefinite carryforward period. Of the foreign amount, $29.1 million has a limited carryforward period and will begin to expire in 2026.

For the year ended December 31, 2025, the Company has federal tax credit carryforwards of $34,855. The company does not have any state or foreign related tax credit carryforwards. Of the federal amount, $34,855 has a limited carryforward period and will begin to expire in 2031.

In accordance with Section 382 and Section 383 of the IRC, utilization of the net operating loss and tax credit carryforwards may be subject to limitations based on prior or future ownership changes. The Company has determined that the cumulative shifts in ownership of its common stock from 2022 to 2025 have resulted in a limitation on its use of the net operating loss and tax credit carryforwards. The Company is currently evaluating the amount of the limitation in accordance with Section 382 and Section 383.

In assessing the realizability of deferred tax assets under ASC 740, management evaluated all available positive and negative evidence, with greater weight placed on evidence that is objectively verifiable. The negative evidence management considered included the Company’s history of cumulative losses in recent years, current‑year operating losses, and forecasted future losses, as well as the magnitude of net operating loss and other tax credit carryforwards relative to projected taxable income. Management also considered the limited ability to carry back losses, the timing of reversals of deferred tax assets, and the impact of applicable utilization limitations. Positive evidence evaluated included the nature and timing of future taxable income projections, the existence of taxable temporary differences, and the availability of feasible tax planning strategies. After weighing this evidence, management concluded that the negative evidence outweighed the positive evidence and that it is more likely than not that the Company’s deferred tax assets will not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income. Accordingly, a valuation allowance of $58.9 million was recorded against the deferred tax assets as of December 31, 2025.

For the year ended December 31, 2025, the Company considers all foreign earnings to be permanently reinvested.

The Company is subject to income tax in multiple jurisdictions, including federal, state, and foreign jurisdictions. The Company has federal, state, and foreign income tax returns open to examination for 2022 to 2024, 2022 to 2024, and 2020 to 2024 forward, respectively. In addition, the utilization of tax carryforwards, from periods prior to those previously mentioned may also be audited by the taxing authorities once utilized. As a result, the Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions need to be recorded. The Company recognizes the effect of income tax positions only if

those positions are more likely than not to be sustained upon examination. Based on management’s evaluation as of December 31, 2025, the Company has determined that no such positions exist and, therefore, no unrecognized tax benefits have been recorded under ASC 740.

For the year ended December 31, 2025, the Company did not make any income tax payments to federal, state, or foreign taxing authorities. The Company’s operating results for the year, together with management’s current projections, indicate taxable losses, resulting in no income taxes payable or paid during the year.