Director at Oceaneering (NYSE: OII) sells 9,800 shares in open market

Rhea-AI Filing Summary

Oceaneering International director Karen H. Beachy reported an open-market sale of 9,800 shares of common stock. The weighted average sale price was $37.41 per share, with individual trades executed between $37.39 and $37.49. After these transactions, she directly owns 22,816 Oceaneering shares.

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^*

Beachy Karen H

(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)
02/25/2026

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	02/25/2026		S		9,800	D	$37.41(1)	22,816	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 $37.39 to $37.49, 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 Karen H. Beachy	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 OII director Karen H. Beachy report?

Karen H. Beachy reported selling 9,800 shares of Oceaneering International common stock in open-market transactions. The reported weighted average price was $37.41 per share, with trades executed within a narrow range between $37.39 and $37.49.

At what price did Karen H. Beachy sell OCEANEERING INTERNATIONAL (OII) shares?

The reported weighted average sale price was $37.41 per share. According to the disclosure, the individual open-market transactions occurred at prices ranging from $37.39 to $37.49, and detailed trade breakdowns are available upon request from the issuer.

How many OII shares does Karen H. Beachy own after the reported sale?

Following the sale, Karen H. Beachy directly owns 22,816 shares of Oceaneering International common stock. This figure reflects her holdings after disposing of 9,800 shares in the reported open-market transactions at a weighted average price of $37.41.

What does the Form 4 for OCEANEERING INTERNATIONAL (OII) indicate about trade execution?

The Form 4 indicates the transaction was executed as multiple open-market trades. A single weighted average price of $37.41 is reported, but underlying trades occurred between $37.39 and $37.49, and the issuer offers detailed price-by-trade information upon request.

Was the Karen H. Beachy OII transaction a buy or sell?

The transaction is reported as a sale of common stock in the open market. Form 4 data classifies it with code “S” and describes it as an open-market sale, with 9,800 shares sold at a weighted average price of $37.41 per share.