Oceaneering (OII) SVP McDonald sells 70,000 shares near $38 levels

Rhea-AI Filing Summary

Oceaneering International SVP Martin J. McDonald reported selling 70,000 shares of common stock in open‑market transactions. On May 12, he sold 26,053 shares at a weighted average price of $38.33. On May 13, he sold 43,947 shares at a weighted average price of $38.49. After these sales, his direct ownership stands at 49,229 shares, down from 119,229 shares before the transactions. The sales were executed in multiple trades within price ranges disclosed as $38.20 to $38.96, and the company has offered to provide detailed trade‑level data upon request.

Insights

Equity compensation and insider-trading analyst

SVP trimmed a sizable portion of his direct stake via open‑market sales.

Senior vice president Martin J. McDonald executed two open‑market sales totaling 70,000 shares of Oceaneering International common stock at weighted average prices of $38.33 and $38.49. These are straightforward sale transactions with no associated option exercises or derivative activity reported.

Following the trades, his direct holdings decreased from 119,229 shares to 49,229 shares, indicating a notable reduction in personal exposure while still retaining a meaningful position. The filing notes that the sales occurred through multiple trades within ranges of $38.20 to $38.96, and detailed breakdowns are available upon request, which is typical transparency for such insider activity.

Insider Trade Summary

Net Seller: 70,000 shares ($2,690,132)

Net Sell 2 txns

Insider MCDONALD MARTIN J

Role SVP, Subsea Robotics

Sold 70,000 shs ($2.69M)

Type	Security	Shares	Price	Value
Sale	Common Stock	43,947	$38.49	$1.69M
Sale	Common Stock	26,053	$38.33	$999K

Holdings After Transaction: Common Stock — 49,229 shares (Direct, null)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.200 to $38.690, 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 sold at each separate price within the range set forth in this Footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.200 to $38.960 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 sold at each separate price within the range set forth in this Footnote to this Form 4.

Key Figures

Total shares sold: 70,000 shares Shares sold on May 12, 2026: 26,053 shares Weighted average price May 12: $38.33 per share +5 more

8 metrics

Total shares sold 70,000 shares Aggregate open-market sales reported in this Form 4

Shares sold on May 12, 2026 26,053 shares Non-derivative open-market sale of common stock

Weighted average price May 12 $38.33 per share Average sale price for May 12, 2026 trades

Shares sold on May 13, 2026 43,947 shares Non-derivative open-market sale of common stock

Weighted average price May 13 $38.49 per share Average sale price for May 13, 2026 trades

Shares owned after transactions 49,229 shares Direct ownership after both sales

Pre-sale direct holdings 119,229 shares Holdings before selling 70,000 shares

Price ranges disclosed $38.20–$38.96 per share Trade price ranges from Form 4 footnotes

Key Terms

weighted average price, open-market sale, non-derivative, Form 4, +1 more

5 terms

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-derivative financial

"transaction_type": "non-derivative""

Form 4 regulatory

"within the range set forth in this Footnote to this Form 4."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

common stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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^*

MCDONALD MARTIN J

(Last) (First) (Middle)

5875 N. SAM HOUSTON PARKWAY W.

SUITE 400

(Street)

HOUSTON TEXAS 77086

(City) (State) (Zip)

UNITED STATES

(Country)

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, Subsea Robotics

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/12/2026		S		26,053	D	$38.33(1)	93,176	D
Common Stock	05/13/2026		S		43,947	D	$38.49(2)	49,229	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 sold in multiple transactions at prices ranging from $38.200 to $38.690, 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 sold at each separate price within the range set forth in this Footnote to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.200 to $38.960 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 sold 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 Martin J. McDonald	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did OCEANEERING INTERNATIONAL INC (OII) report for Martin J. McDonald?

Oceaneering International reported that SVP Martin J. McDonald sold 70,000 shares of common stock in two open‑market transactions. These trades occurred on May 12 and May 13, 2026, and were disclosed in a Form 4 insider filing with detailed pricing ranges.

How many OII shares did Martin J. McDonald sell on each transaction date?

Martin J. McDonald sold 26,053 shares of Oceaneering International common stock on May 12, 2026, and 43,947 shares on May 13, 2026. Both transactions were open‑market sales, reported as non‑derivative transactions in the Form 4 filing.

At what prices were Martin J. McDonald’s OII shares sold according to the Form 4?

The filing states weighted average sale prices of $38.33 per share on May 12 and $38.49 per share on May 13. Footnotes explain these were multiple trades within price ranges from $38.20 up to $38.96 per share, with full breakdowns available on request.

How did these insider sales affect Martin J. McDonald’s OII share ownership?

After the reported sales, Martin J. McDonald directly owns 49,229 shares of Oceaneering International common stock. Before selling the total 70,000 shares, he held 119,229 shares, so the transactions materially reduced his direct stake while leaving a significant remaining position.

Were options or other derivatives involved in Martin J. McDonald’s recent OII transactions?

No derivative activity was reported in this Form 4. The transactions listed are non‑derivative open‑market sales of common stock only, with no option exercises, conversions, or other derivative securities shown in the derivative transaction summary for this filing.

What pricing detail does the OII Form 4 provide about Martin J. McDonald’s sales?

The Form 4 notes that the reported prices are weighted averages, reflecting multiple trades. Trades on May 12 occurred between $38.20 and $38.69, and on May 13 between $38.20 and $38.96. The issuer offers to supply trade‑by‑trade price details upon request.