Oceaneering (NYSE: OII) COO Laura Benjamin discloses sizable insider stock sales

Rhea-AI Filing Summary

Oceaneering International SVP & Chief Operating Officer Laura Benjamin reported significant share sales. She sold 33,176 shares of common stock on February 25 at an average price of $37.511 per share and 5,106 shares on February 26 at $36.88 per share in open-market transactions.

On February 24, 5,551 shares were disposed of at $37.22 per share to cover tax obligations. After these transactions, she directly owned 40,805 common shares and indirectly held 8,695 shares through a 401(k) plan.

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^*

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)
02/24/2026

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	02/24/2026		F		5,551	D	$37.22	79,087	D
Common Stock	02/25/2026		S		33,176	D	$37.511(1)	45,911	D
Common Stock	02/26/2026		S		5,106	D	$36.88	40,805	D
Common Stock								8,695	I	By 401(k) plan.

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 $37.315 to $37.760, 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 Benjamin Laura	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 did OCEANEERING INTERNATIONAL INC (OII) insider Laura Benjamin report on this Form 4?

Laura Benjamin reported multiple transactions in Oceaneering International common stock, including open-market sales and a tax-related share disposition. The filing details sale dates, share amounts, average prices, and her remaining direct and indirect ownership positions after these trades.

How many OCEANEERING INTERNATIONAL INC (OII) shares did Laura Benjamin sell?

Laura Benjamin reported selling 33,176 shares on February 25 and 5,106 shares on February 26 in open-market transactions. These trades were executed at average prices of $37.511 and $36.88 per share, respectively, according to the Form 4 disclosure.

What was the purpose of the February 24, 2026 OII share disposition by Laura Benjamin?

On February 24, 5,551 Oceaneering International shares were disposed of at $37.22 per share to satisfy tax obligations. The Form 4 identifies this as a tax-withholding disposition, meaning shares were delivered to cover tax liability rather than sold for cash proceeds.

What is Laura Benjamin’s remaining ownership in OCEANEERING INTERNATIONAL INC (OII) after these transactions?

After the reported transactions, Laura Benjamin directly owned 40,805 shares of Oceaneering International common stock. She also indirectly held 8,695 additional shares through a 401(k) plan, reflecting combined direct and retirement-plan interests disclosed in the Form 4.

At what prices were Laura Benjamin’s recent OII stock sales executed?

Her reported sales occurred at average prices of $37.511 per share on February 25 and $36.88 per share on February 26. A separate February 24 tax-withholding disposition used a price of $37.22 per share for shares delivered to cover tax liabilities.

What role does Laura Benjamin hold at OCEANEERING INTERNATIONAL INC (OII)?

Laura Benjamin serves as Senior Vice President and Chief Operating Officer of Oceaneering International. This executive position makes her a reporting insider, requiring disclosure of transactions in company common stock on Form 4 under U.S. securities regulations.