Oceaneering (OII) CEO uses 38,227 shares to cover tax liability

Rhea-AI Filing Summary

Oceaneering International President and CEO Roderick A. Larson reported a tax-related share disposition. On the Form 4, he disposed of 38,227 shares of common stock at $37.22 per share through a transaction coded “F,” which represents payment of tax liability by delivering shares rather than an open-market sale.

After this transaction, he directly owned 251,431 common shares. The filing also notes 402,279 shares held indirectly through LFV, LP, with a footnote stating he disclaims beneficial ownership of those indirectly held shares except to the extent of his pecuniary interest.

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^*

LARSON RODERICK A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		38,227	D	$37.22	251,431	D
Common Stock								402,279	I	LFV, LP(1)

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 reporting person disclaims beneficial ownership of all of the shares held indirectly through this entity except to the extent of the pecuniary interest held therein.

Remarks:

	/s/ Jennifer F. Simons, Attorney-in-Fact for Roderick A. Larson	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 transaction did OCEANEERING INTERNATIONAL (OII) CEO report on this Form 4?

The CEO, Roderick A. Larson, reported a tax-withholding disposition of 38,227 shares of common stock, using shares to cover tax liabilities rather than conducting an open-market sale, according to a transaction coded “F” on the Form 4.

At what price were the OCEANEERING INTERNATIONAL (OII) shares used for the CEO’s tax withholding?

The 38,227 OCEANEERING INTERNATIONAL common shares used for the CEO’s tax-withholding disposition were valued at $37.22 per share. This price is disclosed as the transaction price per share for the “F”-coded tax-liability payment using stock.

How many OCEANEERING INTERNATIONAL (OII) shares does the CEO own directly after this Form 4 transaction?

After the reported tax-withholding transaction, CEO Roderick A. Larson directly owns 251,431 shares of OCEANEERING INTERNATIONAL common stock. This post-transaction total reflects his remaining direct holdings following the 38,227-share disposition for tax purposes.

What indirect OCEANEERING INTERNATIONAL (OII) holdings are associated with the CEO on this Form 4?

The Form 4 lists 402,279 OCEANEERING INTERNATIONAL common shares as indirectly held through LFV, LP. A footnote states the reporting person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest.

Does the OCEANEERING INTERNATIONAL (OII) CEO’s Form 4 indicate an open-market sale of shares?

The Form 4 does not indicate an open-market sale. Instead, the 38,227-share transaction is coded “F,” meaning shares were disposed of to satisfy tax liabilities or exercise costs, a common administrative transaction rather than a discretionary market trade.