Oceaneering (NYSE: OII) awards RSUs and performance stock units

Rhea-AI Filing Summary

Childress Earl reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International reported that Earl Childress, its SVP and Chief Commercial Officer, received equity awards on February 20, 2026. He was granted 9,413 performance stock units, each representing a contingent right to between zero and two shares of common stock based on meeting specific performance targets.

Childress was also granted 9,413 restricted stock units, each representing a contingent right to one share of common stock. These RSUs vest in three equal annual installments on February 20, 2027, 2028, and 2029. The filing notes these are new grants and excludes prior unvested RSU awards.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Childress Earl

Role SVP, Chief Commercial Ofc.

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	9,413	$0.00	--
Grant/Award	Restricted Stock Units	9,413	$0.00	--

Holdings After Transaction: Performance Stock Units — 9,413 shares (Direct); Restricted Stock Units — 9,413 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

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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^*

Childress Earl

(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, Chief Commercial Ofc.

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		9,413		(1)	12/31/2028	Common Stock	9,413	$0	9,413	D
Restricted Stock Units	(2)	02/20/2026		A		9,413		(3)	(3)	Common Stock	9,413	$0	9,413(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 Earl Childress	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.
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FAQ

What does the latest Form 4 for OII report about Earl Childress?

The Form 4 reports that Earl Childress received new equity awards, not open-market trades. He was granted performance stock units and restricted stock units as part of compensation, increasing his contingent right to receive Oceaneering International common shares over future performance and vesting periods.

How many stock units did Earl Childress receive in the OII Form 4?

Earl Childress received 9,413 performance stock units and 9,413 restricted stock units. The performance stock units can convert into between zero and two common shares each, while the restricted stock units represent a right to receive one common share per unit at vesting.

How do the performance stock units granted to Earl Childress at OII vest?

Each performance stock unit represents a contingent right to between zero and two common shares. The actual number of shares delivered depends on achieving specific performance target levels. If targets are not met, fewer or no shares may ultimately be issued under these awards.

What is the vesting schedule for Earl Childress’s restricted stock units at OII?

The restricted stock units vest in three equal annual installments. Vesting dates are February 20, 2027, February 20, 2028, and February 20, 2029. On each vesting date, one-third of the granted restricted stock units convert into Oceaneering common shares for Childress, assuming continued eligibility.

Does the OII Form 4 show Earl Childress buying or selling shares for cash?

No, the filing shows grant or award acquisitions, not open-market buying or selling. The transaction code is “A,” indicating stock-based compensation awards of performance stock units and restricted stock units, each with a reported price of zero dollars per unit in the Form 4 data.