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  4. [Form 4] OCEANEERING INTERNATIONAL INC Insider Trading Activity

Oceaneering (NYSE: OII) SVP Finance receives performance and restricted stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sumruld Michael W reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International SVP Finance Michael W. Sumruld reported equity awards in the form of performance stock units and restricted stock units. On February 20, 2026, he was granted 25,050 performance stock units, each representing a contingent right to receive between zero and two shares of common stock, depending on achieving specified performance targets.

On the same date, he also received 25,050 restricted stock units, each representing a contingent right to receive one share of common stock. These restricted stock units vest in three equal annual installments on February 20, 2027, 2028 and 2029. Both awards are held directly by the reporting officer as part of his equity‑based compensation.

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Insider Sumruld Michael W
Role SVP, Finance
Type Security Shares Price Value
Grant/Award Performance Stock Units 25,050 $0.00 --
Grant/Award Restricted Stock Units 25,050 $0.00 --
Holdings After Transaction: Performance Stock Units — 25,050 shares (Direct); Restricted Stock Units — 25,050 shares (Direct)
Footnotes (1)
  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. 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 →
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*
Sumruld Michael W
(Last) (First) (Middle)
5875 NORTH SAM HOUSTON PARKWAY WEST
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, Finance
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 25,050 (1) 12/31/2028 Common Stock 25,050 $0 25,050 D
Restricted Stock Units (2) 02/20/2026 A 25,050 (3) (3) Common Stock 25,050 $0 25,050(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 Michael W. Sumruld 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 insider transaction did OCEANEERING INTERNATIONAL INC (OII) report for Michael W. Sumruld?

Oceaneering International reported that SVP Finance Michael W. Sumruld received equity awards, not open-market trades. He was granted performance stock units and restricted stock units as part of his compensation, increasing his contingent rights to future shares of common stock.

How many performance stock units did OII grant to Michael W. Sumruld?

Michael W. Sumruld was granted 25,050 performance stock units. Each unit represents a contingent right to receive between zero and two shares of Oceaneering International common stock, depending on whether specific performance targets are achieved over the applicable measurement period.

What are the terms of the restricted stock units granted to OII executive Michael W. Sumruld?

He received 25,050 restricted stock units, each representing a contingent right to one share of common stock. These units vest in three equal annual installments on February 20, 2027, 2028, and 2029, subject to the award’s standard vesting conditions being satisfied over time.

Are the new OII equity awards to Michael W. Sumruld performance-based?

Partly. The performance stock units are performance-based and pay between zero and two shares each, depending on achieved performance levels. The restricted stock units are time-based, vesting in equal annual installments over three years if service-based conditions are met.

Did Michael W. Sumruld buy or sell OII shares in the open market?

No open-market purchases or sales were reported. The Form 4 shows grant/award acquisitions of performance stock units and restricted stock units at a price of $0.00, reflecting compensation awards rather than discretionary trading activity in Oceaneering International common stock.

How does this Form 4 affect Michael W. Sumruld’s OII equity holdings?

The filing shows new awards that increase his contingent rights to shares, not immediate ownership of common stock. Reported totals exclude unvested restricted stock units granted in prior years, which were previously disclosed in earlier Form 4 filings for this executive.