TIDEWATER INC Stock Compensation Disclosure

(9)	STOCK-BASED COMPENSATION AND INCENTIVE PLANS

 

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

 

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

 

		Year Ended December 31,
		2025				2024				2023
Shares of common stock available for future grants			947,096				1,353,989				1,521,436

 

Restricted Stock Units and Restricted Stock Awards

 

We have granted RSUs to key employees, including officers and non-employee directors, along with RSAs to certain non-employee directors. We have generally awarded time-based units, where each unit represents the right to receive, at the end of a vesting period, one unrestricted share of Tidewater common stock with no exercise price.

 

We have also awarded performance-based RSUs that measure certain performance criteria or market based criteria, where each unit represents the right to receive, at the end of a service period, between zero and two shares of Tidewater common stock, depending on the level of achievement of the performance criteria or defined market condition and the completion of the service requirement, with no exercise price based on various operating and financial metrics. The fair value of the time-based RSUs is based on the market price of our common stock on the date of grant and, in the case of performance based RSUs, on the estimated level of achievement expected to be realized. For the performance based RSUs that contain a market condition, the fair value of the awards are estimated using a lattice based Monte Carlo simulation. The restrictions on the time-based RSUs awarded to key employees lapse over a three-year period from the date of the award. The restrictions on the time-based RSUs awarded to non-employee directors lapse over a one-year period. Time-based RSUs require no goals to be achieved other than the passage of time and continued employment. The restrictions on the performance-based restricted stock units lapse if we meet specific targets as defined. During the restricted period, the RSUs or RSAs  may not be transferred or encumbered, but the recipient has the right to receive dividend equivalents and there are no voting rights until the award vests. If dividends are declared, dividend equivalents are accrued on performance-based restricted shares and ultimately paid only if the performance criteria are achieved. RSU and RSA compensation costs are recognized on a straight-line basis over the vesting period and are net of forfeitures.

 

RSUs granted to officers and employees under the 2021 Plan generally have a vesting period over three years in equal installments from the date of grant, except that (i) the RSUs or RSAs granted to directors vest over one year and (ii) certain RSUs granted to our officers are performance based and vest on the third anniversary of the date of grant, based on our performance as measured.

 

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

 

		Weighted-average				Time				Weight-average
		Grant-Date				Based				Grant Date				Performance
		Fair Value				Units				Fair Value				Based Units
Non-vested balance at December 31, 2022		$	12.33				866,320			$	12.72				126,724
Granted			40.45				247,874				39.91				61,856
Vested			13.08				(393,374	)			—				—
Cancelled/forfeited			21.12				(11,827	)			—				—
Non-vested balance at December 31, 2023		$	21.58				708,993			$	21.64				188,580
Granted			85.48				132,883				90.87				43,685
Vested			21.52				(361,644	)			—				—
Cancelled/forfeited			38.04				(9,664	)			—				—
Non-vested balance at December 31, 2024		$	39.34				470,568			$	34.66				232,265
Granted			41.38				217,915				36.25				232,680
Vested			39.16				(260,269	)			28.41				(253,450	)
Cancelled/forfeited			55.01				(23,898	)			74.67				(23,293	)
Non-vested balance at December 31, 2025		$	39.63				404,316			$	40.09				188,202

 

 

Restrictions on approximately 245,000 time-based units outstanding at December 31, 2025 will lapse during 2026.

 

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

 

(In Thousands)		Year Ended December 31,
		2025				2024				2023
Grant date fair value of restricted stock units and awards vested		$	10,192			$	7,783			$	5,407
Restricted stock unit and awards compensation expense			14,484				13,681				10,755

 

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

 

Stock Options

 

On April 15, 2020, the Board awarded our Chief Executive Officer (CEO) 344,598 options to acquire our common stock for $6.48 per share. The fair value of the options on the grant date was $3.23 per share based on a Black-Scholes calculation that included a volatility measure of 63%, a zero percent yield, a 1.5% discount rate and a market value of the underlying stock on the grant date of $5.81 per share. On March 22, 2021, the Board awarded the CEO an additional 259,158 options to acquire our common stock for $18.09 per share. The fair value of the options on the grant date was $3.69 per share based on a Black-Scholes calculation that included a volatility measure of 47.5%, a 2% yield, a 1.03% discount rate and a market value of the underlying stock on the grant date of $12.72 per share. Both options had terms of ten years vesting in equal amount over three years. All stock options were fully vested and exercised in the first quarter of 2024 and none remained outstanding or exercisable as of December 31, 2025.