Oceaneering (OII) SVP Roedel receives performance and restricted stock units

Rhea-AI Filing Summary

Oceaneering International senior vice president Shaun Roedel reported equity awards consisting of performance stock units and restricted stock units granted on February 20, 2026. He acquired 5,722 performance stock units and 5,722 restricted stock units, both recorded as derivative securities with no cash paid per unit.

Each performance stock unit can convert into between zero and two shares of common stock, depending on achievement of specific performance targets. Each restricted stock unit represents one share of common stock and is scheduled to vest in three equal annual installments on February 20, 2027, 2028 and 2029.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Roedel Shaun

(Last) (First) (Middle)

5875 N. SAM HOUSTON PARKWAY W.

SUITE 400

(Street)

HOUSTON TX 77086

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OCEANEERING INTERNATIONAL INC [ OII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Mfd. Prods.

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	02/20/2026		A		5,722		(1)	12/31/2028	Common Stock	5,722	$0	5,722	D
Restricted Stock Units	(2)	02/20/2026		A		5,722		(3)	(3)	Common Stock	5,722	$0	5,722(4)	D

Explanation of Responses:

1. Each performance stock unit represents a contingent right to receive between zero and two shares of the Company's common stock. The performance stock units vest upon achievement of specific target levels of performance.

2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

3. The restricted stock units vest in three equal annual installments on each of February 20, 2027, 2028 and 2029.

4. The reported transaction involved the receipt of a grant of restricted stock units by the reported person. The total reported in Column 9 excludes unvested restricted stock units that were granted in previous years, as the reporting person has previously reported awards of restricted stock units in Table I of Form 4.

Remarks:

	/s/ Jennifer F. Simons, Attorney-in-Fact for Shaun Roedel	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did OCEANEERING INTERNATIONAL INC (OII) report for Shaun Roedel?

The filing shows equity awards to SVP Shaun Roedel, not market trades. He received 5,722 performance stock units and 5,722 restricted stock units on February 20, 2026, as part of his compensation package.

How do the performance stock units granted to OII executive Shaun Roedel work?

Each performance stock unit is a contingent right that can convert into between zero and two shares of Oceaneering International common stock. The actual number earned depends on meeting specified performance targets set by the company.

What are the vesting terms for Shaun Roedel’s restricted stock units at OII?

The restricted stock units granted to Shaun Roedel vest over three years. They are scheduled to vest in three equal annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, subject to the award terms.

Did Shaun Roedel buy or sell OCEANEERING INTERNATIONAL INC (OII) shares in this Form 4?

This Form 4 reports grants of stock-based awards to Shaun Roedel rather than open-market buys or sells. The awards were recorded at a price of $0.0000 per unit, reflecting compensation grants, not cash transactions in the market.

How many Oceaneering International (OII) stock units does Shaun Roedel hold after these awards?

After the February 20, 2026 grants, the filing shows 5,722 performance stock units and 5,722 restricted stock units for Shaun Roedel in the respective derivative holdings columns, excluding unvested restricted stock units granted in prior years.

Do the reported restricted stock units for OII’s Shaun Roedel include prior-year grants?

The filing explains that the reported total for restricted stock units excludes unvested awards from previous years. Earlier grants were already reported in prior Forms 4, so this report focuses on the newly granted 5,722 restricted stock units.