Oceaneering (OII) HR chief reports 24,805-share stock sale in Form 4

Rhea-AI Filing Summary

Oceaneering International senior vice president and chief human resources officer Holly Kriendler reported net selling of 24,805 shares of common stock in late February. Two open-market sales on February 25–26 totaled 24,805 shares at prices around $37–$38, while 4,048 shares were withheld at $37.22 to cover taxes. After these transactions, she directly held 24,702 shares of common stock.

Insider Trade Summary

Net Seller: 24,805 shares ($933,457)

Net Sell 3 txns

Insider Kriendler Holly

Role SVP, Chief H.R. Officer

Sold 24,805 shs ($933K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,798	$37.31	$216K
Sale	Common Stock	19,007	$37.73	$717K
Tax Withholding	Common Stock	4,048	$37.22	$151K

Holdings After Transaction: Common Stock — 24,702 shares (Direct)

Footnotes (1)

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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^*

Kriendler Holly

(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 H.R. Officer

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		4,048	D	$37.22	49,507	D
Common Stock	02/25/2026		S		19,007	D	$37.73(1)	30,500	D
Common Stock	02/26/2026		S		5,798	D	$37.31	24,702	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:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $37.700 to $37.955, inclusive. The issuer undertakes to provide, upon request by the SEC staff or a security holder of the issuer, full information regarding the number of shares purchased at each separate price within the range set forth in this Footnote to this Form 4.

Remarks:

	/s/ Jennifer F. Simons, Attorney-in-Fact for Holly Kriendler	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.
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 Holly Kriendler?

Holly Kriendler reported multiple transactions in OII common stock, including two open-market sales totaling 24,805 shares and a 4,048-share tax-withholding disposition. These trades occurred over several days in late February and changed only her direct ownership, not company fundamentals.

How many OII shares did Holly Kriendler sell in the latest Form 4 filing?

The Form 4 shows Holly Kriendler sold 24,805 OII common shares in open-market transactions. These sales were spread over two days, with reported prices in the high-$37 range, and represent personal portfolio activity rather than a direct change to Oceaneering International’s capital structure.

At what prices were Holly Kriendler’s OCEANEERING (OII) stock sales executed?

Her reported open-market sales used weighted average prices around $37.31 and $37.73 per share. A footnote notes trades in a price range between $37.700 and $37.955, and also discloses that detailed price breakdowns are available to regulators or shareholders upon request.

How many OCEANEERING INTERNATIONAL INC (OII) shares does Holly Kriendler own after these transactions?

After the reported transactions, Holly Kriendler directly owns 24,702 OII common shares. This figure reflects the net impact of her open-market sales and the tax-withholding disposition, and represents her remaining direct equity stake as disclosed in the Form 4 filing.

What does the tax-withholding disposition in Holly Kriendler’s OII Form 4 mean?

The Form 4 lists a code F transaction for 4,048 OII shares, described as a tax-withholding disposition. This indicates shares were surrendered at $37.22 per share to satisfy tax obligations tied to equity compensation, rather than being sold in an ordinary open-market trade.