Oceaneering SVP granted performance and RSU awards

Laura Benjamin reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Laura Benjamin reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International senior executive Laura Benjamin, SVP & Chief Operating Officer, was granted equity awards on February 20, 2026. She received 18,988 performance stock units, each representing a contingent right to between zero and two shares of common stock, depending on achieving specific performance targets.

She was also granted 18,988 restricted stock units, each representing a contingent right to one share of common stock. These restricted stock units vest in three equal annual installments on February 20, 2027, 2028 and 2029, aligning her compensation with longer-term company performance.

Insider Trade Summary

Grant/Award: 37,976 shares

Grant/Award 2 txns

Insider Laura Benjamin

Role SVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	18,988	$0.00	$0.00
Grant/Award	Restricted Stock Units	18,988	$0.00	$0.00

Holdings After Transaction: Performance Stock Units — 18,988 contracts (Direct); Restricted Stock Units — 18,988 contracts (Direct)

Footnotes (4)

1. F1. Each performance stock unit represents a contingent right to receive between zero and two shares of the Company's common stock. The performance stock units vest upon achievement of specific target level of performance.
2. F2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
3. F3. The restricted stock units vest in three equal annual installments on each of February 20, 2027, 2028 and 2029.
4. F4. The reported transaction involved the receipt of a grant of restricted stock units by the reported person. The total reported in Column 9 excludes unvested restricted stock units that were granted in previous years, as the reporting person has previously reported awards of restricted stock units in Table I of Form 4.

FAQ

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What insider transaction did OCEANEERING INTERNATIONAL INC (OII) report for Laura Benjamin?

Oceaneering International reported that SVP & Chief Operating Officer Laura Benjamin received grants of 18,988 performance stock units and 18,988 restricted stock units on February 20, 2026, as part of her equity-based compensation awards.

How many performance stock units did Laura Benjamin receive from OII and how do they work?

Laura Benjamin received 18,988 performance stock units. Each unit is a contingent right to receive between zero and two shares of Oceaneering International common stock, depending on whether specific performance targets are achieved over the designated measurement period.

What are the vesting terms for Laura Benjamin’s restricted stock units at OII?

Laura Benjamin’s 18,988 restricted stock units each represent a contingent right to one share of common stock. These units vest in three equal annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, subject to continued eligibility.

Are Laura Benjamin’s new equity awards at OII direct or indirect ownership?

The Form 4 shows Laura Benjamin’s performance stock units and restricted stock units as directly owned. The transactions are coded as acquisitions through grants or awards, reflecting equity incentives tied to her role as SVP & Chief Operating Officer.

Do the newly reported OII restricted stock units include prior-year awards for Laura Benjamin?

No. A footnote explains the total reported after the transaction excludes unvested restricted stock units granted in previous years, because those earlier awards were already reported in Table I of a prior Form 4 filing for Laura Benjamin.

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Accepted by SEC EDGAR 02/24/2026 - 05:51 PM Learn about SEC filing dates

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^*

Laura Benjamin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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
Performance Stock Units	(1)	02/20/2026		A		18,988		(1)	12/31/2028	Common Stock	18,988	$0	18,988	D
Restricted Stock Units	(2)	02/20/2026		A		18,988		(3)	(3)	Common Stock	18,988	$0	18,988(4)	D

Explanation of Responses:

1. Each performance stock unit represents a contingent right to receive between zero and two shares of the Company's common stock. The performance stock units vest upon achievement of specific target level of performance.

2. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

3. The restricted stock units vest in three equal annual installments on each of February 20, 2027, 2028 and 2029.

4. The reported transaction involved the receipt of a grant of restricted stock units by the reported person. The total reported in Column 9 excludes unvested restricted stock units that were granted in previous years, as the reporting person has previously reported awards of restricted stock units in Table I of Form 4.

Remarks:

	/s/ Jennifer F. Simons, Attorney-in-fact for Benjamin Laura	02/24/2026
	** 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.
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