Oceaneering (NYSE: OII) SVP reports tax-withholding disposal of 4,826 shares

Rhea-AI Filing Summary

Oceaneering International senior executive reports tax-related share disposition

Oceaneering International SVP of Subsea Robotics, Martin J. McDonald, reported a tax-withholding disposition of 4,826 shares of common stock at $37.22 per share. After this Form 4 transaction, he directly holds 119,229 shares of Oceaneering International common stock.

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

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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^*

MCDONALD MARTIN J

(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, Subsea Robotics

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		F		4,826	D	$37.22	119,229	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:

Remarks:

	/s/ Jennifer F. Simons, Attorney-in-Fact for Martin J. McDonald	02/26/2026
	** 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.
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FAQ

What insider transaction did OCEANEERING INTERNATIONAL INC (OII) report?

Oceaneering International reported a Form 4 transaction by SVP Martin J. McDonald. He disposed of 4,826 shares of common stock in a tax-withholding transaction coded “F,” which covers payment of exercise price or tax liability by delivering securities.

Who is the insider involved in the latest OII Form 4 filing?

The insider is Martin J. McDonald, Senior Vice President, Subsea Robotics at Oceaneering International. He reported a tax-withholding disposition of 4,826 shares of common stock and now directly owns 119,229 shares after this reported transaction.

How many OCEANEERING INTERNATIONAL (OII) shares were disposed of in the tax transaction?

The Form 4 shows a tax-withholding disposition of 4,826 shares of Oceaneering International common stock. The shares were valued at $37.22 per share for this transaction, which was coded “F” for payment of exercise price or tax liability.

What was the price per share in Martin J. McDonald’s OII Form 4 transaction?

The reported transaction used a price of $37.22 per share. This price applied to 4,826 shares disposed of in a tax-withholding transaction, meaning shares were delivered to cover tax or exercise obligations rather than sold in an open-market trade.

How many OCEANEERING INTERNATIONAL (OII) shares does the insider hold after the Form 4?

After the reported tax-withholding disposition, Martin J. McDonald directly holds 119,229 shares of Oceaneering International common stock. This post-transaction balance reflects ownership following the 4,826-share disposition coded as a payment of exercise price or tax liability.

What does transaction code “F” mean in the OII Form 4 filing?

Transaction code “F” indicates payment of exercise price or tax liability by delivering securities. In this case, 4,826 Oceaneering International common shares at $37.22 per share were disposed of to satisfy such obligations, rather than through a standard open-market sale.