[Form 4] Oceaneering International Inc. Insider Trading Activity

Rhea-AI Filing Summary

Paul B. Murphy Jr., a director of Oceaneering International, reported the sale of 10,000 shares of OII common stock on 09/02/2025 at a weighted-average price of $24.25 per share. After the disposition, he beneficially owns 74,340 shares. The filing notes the reported price is a weighted average for multiple transactions between $24.22 and $24.29, and the Form 4 was signed by an attorney-in-fact on 09/03/2025. This disclosure is a routine Section 16 report showing an insider sale; no derivative transactions or other securities changes are reported in the filing.

Positive

• Timely and complete disclosure of the insider sale, including price range and post-transaction ownership
• No derivative or complex transactions were reported, simplifying interpretation of the filing

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale by a director reducing his stake by 10,000 shares; no derivatives or material corporate events disclosed.

The Form 4 documents a straightforward open-market sale of 10,000 OII shares by Director Paul B. Murphy Jr. The weighted-average price of $24.25 and the small remaining stake of 74,340 shares suggest this is a personal liquidity action rather than a corporate signal. There are no concurrent option exercises, grants, or related-party transactions reported that would indicate compensation-related activity. For investors, this is a standard SEC disclosure of insider trading activity with limited direct implications for company fundamentals.

Corporate Governance Expert

TL;DR: A routine, properly filed Section 16 report showing an insider sale; filing includes required price-range footnote and attorney-in-fact signature.

The filing meets technical requirements: it specifies the reporting person, relationship to issuer as Director, transaction date, aggregate shares sold, and post-transaction beneficial ownership. The explanatory footnote clarifies the weighted-average price range of the multiple trades, and the signature block identifies an attorney-in-fact. No amendments or additional disclosures are present. This record reflects compliance with reporting obligations without revealing governance or control changes.

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
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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^*

MURPHY PAUL B JR

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		10,000	D	$24.25(1)	74,340	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 $24.22 to 24.29, 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 Paul B. Murphy, Jr.	09/03/2025
	** 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 did Paul B. Murphy Jr. report in the Form 4 for OII?

He reported the sale of 10,000 shares of OII common stock on 09/02/2025 at a weighted-average price of $24.25, leaving him with 74,340 shares beneficially owned.

Was the sale executed at a single price or multiple prices?

The filing states the reported price is a weighted average for multiple transactions with prices ranging from $24.22 to $24.29.

Does the Form 4 show any option exercises or derivative transactions for OII?

No. Table II lists no derivative securities; only a non-derivative sale of common stock is reported.

What is the reporting person's relationship to Oceaneering (OII)?

The filer, Paul B. Murphy Jr., is identified as a Director of Oceaneering International, Inc.

When was the Form 4 signed and by whom?

The form was signed on 09/03/2025 by Jennifer F. Simons, Attorney-in-Fact for Paul B. Murphy, Jr.