OII insider files Form 144 for 26,053-share sale

Martin Mcdonald filed a Form 144 notice reporting a proposed sale of 26,053 shares of Common Stock on 05/12/2026.

Rhea-AI Filing Summary

Martin Mcdonald filed a Form 144 notice reporting a proposed sale of 26,053 shares of Common Stock on 05/12/2026.

The filing also lists several previously vested restricted stock grants dated 02/24/2020 (3,422 shares), 03/01/2021 (6,975), 02/28/2022 (9,851), 02/27/2023 (11,571), and 02/26/2024 (12,128), each labeled as "Restricted Stock Vesting" and "Compensation."

Insights

Securities Compliance Counsel

Form 144 filed for a sale by an affiliate; vesting history listed.

The notice records a proposed sale of 26,053 shares on 05/12/2026 with a gross proceeds figure of $998,679.77 shown. The excerpt also itemizes multiple prior restricted stock vesting events by date and share count.

Timing and method of sale beyond the date shown are not provided in the excerpt; subsequent filings would disclose completion or changes.

Corporate Finance Specialist

Transaction appears routine for an affiliate selling vested compensation shares.

The schedule of vesting events (2020–2024) shows incremental compensation-related issuances: 3,422, 6,975, 9,851, 11,571, 12,128. These figures are listed as "Restricted Stock Vesting" and tied to "Compensation."

Cash‑flow treatment and any remaining holdings after the reported sale are not disclosed in the provided excerpt.

Key Figures

Proposed sale: 26,053 shares Gross proceeds shown: $998,679.77 Vested grant (02/24/2020): 3,422 shares +4 more

7 metrics

Proposed sale 26,053 shares Proposed sale date <date>05/12/2026</date>

Gross proceeds shown $998,679.77 Amount associated with the 26,053-share sale

Vested grant (02/24/2020) 3,422 shares Restricted Stock Vesting — Compensation

Vested grant (03/01/2021) 6,975 shares Restricted Stock Vesting — Compensation

Vested grant (02/28/2022) 9,851 shares Restricted Stock Vesting — Compensation

Vested grant (02/27/2023) 11,571 shares Restricted Stock Vesting — Compensation

Vested grant (02/26/2024) 12,128 shares Restricted Stock Vesting — Compensation

Key Terms

Form 144, Restricted Stock Vesting, Compensation

3 terms

Form 144 regulatory

"144: Securities Sold During The Past 3 Months"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Restricted Stock Vesting financial

"Common | 02/24/2020 | Restricted Stock Vesting"

Restricted stock vesting is the timetable and conditions under which shares granted to employees or insiders become fully owned and can be sold, typically requiring continued work or meeting performance goals. It matters to investors because large blocks of shares can become tradable at once, which can change share supply and price, and because vesting aligns insiders’ incentives with the company’s long‑term performance—think of it like a timed unlock that both rewards and locks in key people.

Compensation financial

"Restricted Stock Vesting | Issuer | | | 3422 | ... | Compensation"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 04:09 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001661420
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	OCEANEERING INTERNATIONAL INC
SEC File Number	001-10945
Address of Issuer	5875 NORTH SAM HOUSTON PARKWAY WEST SUITE 400 HOUSTON TEXAS 77086
Phone	713-329-4500
Name of Person for Whose Account the Securities are To Be Sold	MCDONALD MARTIN J
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	43947	1691468.69	99745249	05/13/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/24/2020	Restricted Stock Vesting	Issuer			3422	02/24/2020	Compensation
Common	03/01/2021	Restricted Stock Vesting	Issuer			6975	03/01/2021	Compensation
Common	02/28/2022	Restricted Stock Vesting	Issuer			9851	02/28/2022	Compensation
Common	02/27/2023	Restricted Stock Vesting	Issuer			11571	02/27/2023	Compensation
Common	02/26/2024	Restricted Stock Vesting	Issuer			12128	02/26/2024	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Martin Mcdonald 5875 North Sam Houston Parkway West Suite 400 Houston TX 77086	Common	05/12/2026	26053	998679.77

144: Remarks and Signature

Remarks
Date of Notice	05/13/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Emily Navaro, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Martin Mcdonald.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)