Oceaneering (NYSE: OII) VP awarded performance and restricted stock units

Rhea-AI Filing Summary

Dunn Catherine E reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International reported that VP and Chief Accounting Officer Catherine E. Dunn received equity-based awards. She was granted 3,317 performance stock units, each representing a contingent right to receive between zero and two shares of common stock based on achieving specific performance targets. She also received 3,317 restricted stock units, each representing a contingent right to one share of common stock, vesting in three equal annual installments on February 20, 2027, 2028 and 2029. These awards were granted at a price of $0.00 per unit and are reported as directly owned.

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
Estimated average burden
hours per response:			0.5

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^*

Dunn Catherine E

(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)
	VP, Chief Accounting Officer

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		3,317		(1)	12/31/2028	Common Stock	3,317	$0	3,317	D
Restricted Stock Units	(2)	02/20/2026		A		3,317		(3)	(3)	Common Stock	3,317	$0	3,317(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 Catherine E. Dunn	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 Catherine E. Dunn?

Oceaneering International reported that VP and Chief Accounting Officer Catherine E. Dunn received grants of 3,317 performance stock units and 3,317 restricted stock units. Both awards were granted at $0.00 per unit and are reported as directly owned equity incentives.

How many performance stock units did Catherine E. Dunn acquire at OII and how do they work?

Catherine E. Dunn acquired 3,317 performance stock units at Oceaneering International. Each unit represents a contingent right to receive between zero and two shares of common stock, depending on achieving specific target levels of performance set by the company’s compensation framework.

What restricted stock unit grant did OCEANEERING INTERNATIONAL INC (OII) award to Catherine E. Dunn?

Oceaneering International awarded Catherine E. Dunn 3,317 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the company’s common stock, subject to vesting conditions over a defined multi-year schedule beginning in 2027.

When do Catherine E. Dunn’s restricted stock units at OII vest?

Catherine E. Dunn’s 3,317 restricted stock units vest in three equal annual installments. The vesting dates are February 20, 2027, February 20, 2028, and February 20, 2029, aligning the award with longer-term retention and performance incentives.

Did Catherine E. Dunn buy or sell OII shares in this Form 4 filing?

The Form 4 reports equity awards, not open-market trades. Catherine E. Dunn acquired 3,317 performance stock units and 3,317 restricted stock units as grants at $0.00 per unit, reflecting compensation-based awards rather than purchases or sales of existing shares.

Are the newly granted restricted stock units Dunn’s only OII equity holdings?

No. A footnote clarifies that the total reported for restricted stock units excludes unvested units granted in previous years. Those earlier awards were previously reported, so this filing only reflects the newly granted 3,317 restricted stock units from the latest award.