Oceaneering (NYSE: OII) CEO-linked entity reports 5,000-share sale, large holdings remain

Rhea-AI Filing Summary

Oceaneering International President and CEO Roderick A. Larson reported indirect share activity at an affiliated entity. On May 18, 2026, an entity identified as LFV, LP conducted an open-market sale of 5,000 shares of Oceaneering International common stock at $38.27 per share. Following this sale, the filing shows 397,279 shares held indirectly through LFV, LP and 251,431 shares held directly. The footnote states that Larson disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest, indicating these shares are primarily attributed to the partnership rather than to him personally.

Insider Trade Summary

Net Seller: 5,000 shares ($191,350)

Net Sell 2 txns

Insider LARSON RODERICK A.

Role President and CEO

Sold 5,000 shs ($191K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,000	$38.27	$191K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 397,279 shares (Indirect, LFV, LP); Common Stock — 251,431 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 5,000 shares Sale price: $38.27 per share Indirect holdings after sale: 397,279 shares +2 more

5 metrics

Shares sold 5,000 shares Open-market sale on May 18, 2026

Sale price $38.27 per share Common stock sale by LFV, LP

Indirect holdings after sale 397,279 shares Held through LFV, LP after transaction

Direct holdings 251,431 shares Directly held common stock as reported

Net shares sold 5,000 shares Net buy/sell shares in transaction summary

Key Terms

open-market sale, indirect, beneficial ownership, pecuniary interest, +1 more

5 terms

open-market sale financial

"Sale in open market or private transaction"

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.

indirect financial

"reported as an indirect sale through LFV, LP"

beneficial ownership financial

"disclaims beneficial ownership of all of the shares held indirectly"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of the pecuniary interest held therein"

limited partnership financial

"held indirectly through this entity except to the extent"

A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.

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^*

LARSON RODERICK A.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026		S		5,000	D	$38.27	397,279	I	LFV, LP(1)
Common Stock								251,431	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 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	05/19/2026
	** 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 OII President and CEO Roderick Larson report?

Roderick A. Larson reported an open-market sale of 5,000 shares of Oceaneering International common stock on May 18, 2026. The transaction was executed at $38.27 per share and was carried out through an affiliated limited partnership, LFV, LP, rather than directly.

How many OII shares were sold and at what price in the latest Form 4?

The filing shows an open-market sale of 5,000 shares of Oceaneering International common stock at $38.27 per share. This transaction was reported as an indirect sale through LFV, LP, a partnership associated with President and CEO Roderick A. Larson.

What are Roderick Larson’s indirect OII holdings after this transaction?

After the reported sale, the Form 4 shows 397,279 shares of Oceaneering International common stock held indirectly through LFV, LP. The filing also separately lists 251,431 shares held directly, providing a view of both indirect and direct positions as of the transaction date.

Does Roderick Larson disclaim beneficial ownership of the indirect OII shares?

Yes. The footnote explains that Larson disclaims beneficial ownership of shares held indirectly through LFV, LP except to the extent of his pecuniary interest. This means economic benefit is recognized, but voting or investment authority for those shares may primarily rest with the partnership.

How many OII shares does Roderick Larson hold directly after the reported Form 4 activity?

The Form 4 includes a holding entry showing 251,431 shares of Oceaneering International common stock held directly. This direct position is disclosed separately from the 397,279 shares reported as indirectly held through the LFV, LP limited partnership.