Oceaneering (NYSE: OII) CEO receives large PSU and RSU equity grants

Filing Impact

(Neutral)

Filing Sentiment

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Form Type

Rhea-AI Filing Summary

LARSON RODERICK A. reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International President and CEO Roderick A. Larson reported awards of performance stock units and restricted stock units dated February 20, 2026. He received 82,672 performance stock units, each representing a contingent right to between zero and two shares of common stock based on achieving specific performance targets.

He also received 82,672 restricted stock units, each representing a contingent right to one share of common stock. These restricted stock units vest in three equal annual installments on February 20 of 2027, 2028, and 2029. The newly reported total excludes unvested restricted stock units granted in prior years.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LARSON RODERICK A.

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	82,672	$0.00	--
Grant/Award	Restricted Stock Units	82,672	$0.00	--

Holdings After Transaction: Performance Stock Units — 82,672 shares (Direct); Restricted Stock Units — 82,672 shares (Direct)

Footnotes (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 level of performance. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units vest in three equal annual installments on each of February 20, 2027, 2028 and 2029. 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.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 05:55 PM

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

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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^*

LARSON RODERICK A.

(Last)

(First)

(Middle)

5875 N. SAM HOUSTON PARKWAY W.

SUITE 400

(Street)

HOUSTON

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽¹⁾	02/20/2026		A		82,672		⁽¹⁾	12/31/2028	Common Stock	82,672	$0	82,672	D
Restricted Stock Units	⁽²⁾	02/20/2026		A		82,672		⁽³⁾	⁽³⁾	Common Stock	82,672	$0	82,672⁽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 level 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 Roderick A. Larson	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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did OII CEO Roderick A. Larson report on this Form 4?

Roderick A. Larson reported grants of 82,672 performance stock units and 82,672 restricted stock units. Both awards are contingent rights to receive common shares, subject to performance conditions or vesting schedules described in the filing’s footnotes.

How do the performance stock units granted to OII’s CEO work?

Each performance stock unit is a contingent right to receive between zero and two Oceaneering common shares. The actual number earned depends on achieving specific performance targets, meaning payout can vary and may result in no shares if targets are not met.

What are the vesting terms for the OII restricted stock units granted to the CEO?

Each restricted stock unit equals a contingent right to one common share. These units vest in three equal annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, subject to the standard conditions associated with such awards.

Did Roderick A. Larson buy OII shares for cash in this Form 4 transaction?

No cash purchase is shown; both awards have a transaction price per unit of $0.0000. The filing describes these as grants or awards of performance stock units and restricted stock units, rather than open-market purchases of existing common shares.

Does this Form 4 include OII equity awards from prior years for the CEO?

The filing states the reported total excludes unvested restricted stock units granted in previous years. Earlier restricted stock unit awards were previously reported in Table I of Form 4, so only the newly granted units are included in the current totals.

What positions does Roderick A. Larson hold at Oceaneering International (OII)?

Roderick A. Larson is identified as both a director and an officer of Oceaneering International. His officer title in the filing is President and CEO, indicating he holds the company’s top executive role alongside his board position.