Director at Oceaneering International (OII) receives 4,576-share stock grant

Rhea-AI Filing Summary

GOODWIN DEANNA L reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International director Deanna L. Goodwin received an equity award of 4,576 shares of Common Stock on May 15, 2026. The shares were granted at no cash cost per share as a stock award, increasing her direct ownership to 42,905 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GOODWIN DEANNA L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,576	$0.00	--

Holdings After Transaction: Common Stock — 42,905 shares (Direct, null)

Footnotes (1)

Key Figures

Shares granted: 4,576 shares Grant price: $0.0000 per share Shares owned after grant: 42,905 shares +1 more

4 metrics

Shares granted 4,576 shares Common Stock grant on May 15, 2026

Grant price $0.0000 per share Reported transaction price for stock award

Shares owned after grant 42,905 shares Total direct Common Stock holdings post-transaction

Transactions acquiring 1 transaction Non-derivative acquisition events in this Form 4

Key Terms

Common Stock, Grant, award, or other acquisition, Form 4, non-derivative

4 terms

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.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Form 4 regulatory

"INSIDER FILING DATA (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.

non-derivative financial

"transaction_type: "non-derivative""

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^*

GOODWIN DEANNA L

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		A		4,576	A	$0	42,905	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:

Remarks:

	/s/ Jennifer R. Simons, Attorney-in-Fact for Deanna L. Goodwin	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 OCEANEERING INTERNATIONAL INC (OII) report for Deanna L. Goodwin?

Deanna L. Goodwin received a grant of 4,576 shares of Oceaneering International Common Stock. The Form 4 classifies this as a grant, award, or other acquisition, rather than an open-market purchase or sale.

Was the OII insider transaction by Deanna L. Goodwin a stock purchase or a grant?

The transaction was a stock grant, not a market purchase. The Form 4 uses code A, defined as a grant, award, or other acquisition, with a reported price per share of $0.0000.

How many OCEANEERING INTERNATIONAL INC (OII) shares does Deanna L. Goodwin hold after this grant?

After receiving 4,576 shares, Deanna L. Goodwin directly holds 42,905 shares of Oceaneering International Common Stock. This total reflects her position immediately following the reported grant transaction.

Did Deanna L. Goodwin sell any OCEANEERING INTERNATIONAL INC (OII) shares in this Form 4 filing?

No, the Form 4 shows no share sales. It reports one acquisition transaction coded as a grant, award, or other acquisition, with no dispositions, exercises, or open-market sales listed.

Does the OII Form 4 show any derivative securities for Deanna L. Goodwin?

The filing shows no derivative security transactions. The derivative section is empty, indicating only a non-derivative Common Stock grant was reported in this Form 4.