Oceaneering International (NYSE: OII) SVP discloses insider stock sales

Rhea-AI Filing Summary

Oceaneering International, Inc. (OII) senior executive reports stock transactions. A company officer serving as SVP, CLO and Secretary filed a Form 4 showing multiple transactions in common stock. On 01/02/2026, the insider disposed of 19,578 shares at $24.03 per share, leaving 81,499 shares beneficially owned.

On 01/05/2026, the insider reported two sales: 28,312 shares at a weighted average price of $26.33, and 843 shares at a weighted average price of $26.85. After these transactions, the insider held 52,344 shares of common stock directly. The filing notes that the transactions were effected under a Rule 10b5-1 trading plan adopted on May 1, 2025, and that the prices reflect multiple trades within specified ranges.

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).

X

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^*

Simons Jennifer Fremont

(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, CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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
Common Stock	01/02/2026		F		19,578	D	$24.03	81,499	D
Common Stock	01/05/2026		S(1)		28,312	D	$26.33(2)	53,187	D
Common Stock	01/05/2026		S(1)		843	D	$26.85(3)	52,344	D

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

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 1, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.75 to $26.74, inclusive. The issuer undertakes to provide, upon request by the SEC staff or a security holder of the issuer, full information regarding the number of shares purchased at each separate price within the range set forth in this Footnote to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $26.75 to $26.92, inclusive. The issuer undertakes to provide, upon request by the SEC staff or a security holder of the issuer, full information regarding the number of shares purchased at each separate price within the range set forth in this Footnote to this Form 4.

Remarks:

	/s/ Jennifer F. Simons	01/06/2026
	** 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 transaction did OCEANEERING INTERNATIONAL INC (OII) report on this Form 4?

The Form 4 reports that an officer of OCEANEERING INTERNATIONAL INC, serving as SVP, CLO and Secretary, disposed of common stock in several transactions dated 01/02/2026 and 01/05/2026.

How many OII shares did the insider sell and at what prices?

The insider disposed of 19,578 shares at $24.03 on 01/02/2026, then on 01/05/2026 sold 28,312 shares at a weighted average price of $26.33 and 843 shares at a weighted average price of $26.85.

How many Oceaneering International (OII) shares does the insider own after these transactions?

Following the reported transactions, the officer beneficially owns 52,344 shares of OCEANEERING INTERNATIONAL INC common stock directly.

Were the OII insider stock sales made under a Rule 10b5-1 trading plan?

Yes. The explanation states that the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 1, 2025.

Why are weighted average prices shown for some of the OII transactions?

The filing explains that the reported prices of $26.33 and $26.85 are weighted average prices for multiple trades executed in ranges of $25.75 to $26.74 and $26.75 to $26.92, respectively. Full price-by-trade details are available upon request from the issuer.

What is the role of the reporting person at OCEANEERING INTERNATIONAL INC (OII)?

The reporting person is an officer of OCEANEERING INTERNATIONAL INC, identified with the title SVP, CLO and Secretary, and is not listed as a director or 10% owner.