Form 4: Tidewater CFO's Equity Transactions Post-PRSU Vesting

Tidewater Inc.'s EVP, CFO & CAO, Samuel R. Rubio, reported significant equity transactions including PRSU vesting, tax-related share disposition, and a new RSU grant.

Summary

• Samuel R. Rubio, EVP, CFO & CAO of Tidewater Inc. (TDW), reported transactions on March 18, 2026.
• Acquired 9,420 shares of common stock at $75.27 per share upon the vesting and settlement of Performance Restricted Stock Units (PRSUs).
• The PRSUs, awarded on March 16, 2023, measured relative Total Shareholder Return (TSR) against a peer group from January 1, 2023, through December 3, 2025.
• The Compensation & Human Capital Committee certified relative TSR performance at 75%, resulting in the PRSUs being earned at 150% of the target amount granted.
• Disposed of 3,771 shares of common stock at $75.27 per share to cover tax obligations related to the PRSU vesting.
• Received a new grant of 6,643 restricted stock units (RSUs) at $75.27 per share, which will vest pro-rata annually on March 22, 2027, 2028, and 2029.
• Following these transactions, Mr. Rubio's direct beneficial ownership of common stock increased to 72,358 shares.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing positively due to the significant 150% payout on performance-based equity, indicating strong executive performance and alignment with shareholder interests, alongside a new RSU grant for future retention.

Positives

• The Performance Restricted Stock Units (PRSUs) were earned at 150% of the target amount, indicating strong relative TSR performance for Tidewater Inc. during the measurement period.
• The net increase in beneficial ownership for the EVP, CFO & CAO aligns management's interests with shareholders.

Negatives

• Shares were withheld for tax payments, which is a standard practice upon equity vesting and not inherently negative.

Future Outlook

The newly granted restricted stock units (RSUs) will vest pro-rata annually on March 22, 2027, 2028, and 2029, indicating future equity compensation realization for the executive.

Management Comments

• Shares were earned upon vesting and settlement of Performance Restricted Stock Units (PRSUs) awarded on March 16, 2023, based on the relative TSR of Tidewater Inc. against a predetermined peer group for the three-year period ending December 3, 2025.
• The Compensation & Human Capital Committee certified the relative TSR performance at 75%, resulting in the PRSUs originally granted becoming earned at 150% of the target amount.
• Shares were withheld for payment of taxes in connection with the vesting and settlement of the PRSUs.
• The new grant represents restricted stock units that vest pro-rata per year on each of March 22, 2027, 2028, and 2029.

Industry Context

StockSavvy.ai notes that executive equity compensation, particularly through performance-based awards like PRSUs, is a common practice in the energy services industry. The successful vesting at 150% of target suggests strong performance relative to peers, which can be a positive signal for investor confidence and management alignment.

Comparison to Industry Standards

• Performance-based equity awards, such as PRSUs tied to relative Total Shareholder Return (TSR), are a standard component of executive compensation packages across many industries, including offshore energy services.
• The 150% payout on PRSUs indicates that Tidewater's TSR performance exceeded the median of its peer group, a strong outcome compared to typical industry performance benchmarks.
• The structure of new RSU grants with multi-year pro-rata vesting is also a common mechanism to ensure long-term executive retention and alignment with shareholder value creation, similar to practices seen at comparable companies like Valaris plc or Noble Corporation.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting of performance-based equity at 150% of target suggests strong company performance relative to peers, potentially signaling effective management and aligning executive incentives with shareholder returns.
• Employees: Executive compensation practices, particularly performance-based awards, can influence overall company culture and motivation, though direct impact on general employees is not detailed.

Next Steps

• The newly granted Restricted Stock Units (RSUs) will vest pro-rata on March 22, 2027, 2028, and 2029.

Key Dates

Keywords

Tidewater Inc., TDW, Form 4, Insider Transaction, Executive Compensation, Performance Restricted Stock Units, Restricted Stock Units, Equity Vesting, Total Shareholder Return