Oceaneering (NYSE: OII) SVP reports 6,000-share sale and tax share disposal

Rhea-AI Filing Summary

Oceaneering International senior vice president Christopher J. Dyer reported net selling activity in company stock. On February 25, 2026, he executed an open-market sale of 6,000 shares of common stock at a weighted average price of $38.08 per share, with trades occurring between $38.07 and $38.12. On February 24, 2026, 2,812 shares were disposed of to cover tax obligations. Following these transactions, Dyer directly held 15,902 shares, and indirectly held 8,007 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^*

DYER CHRISTOPHER J

(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, OPGroup

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		2,812	D	$37.22	21,902	D
Common Stock	02/25/2026		S		6,000	D	$38.08(1)	15,902	D
Common Stock								8,007	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 $38.07 to $38.12, 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 Christopher J. Dyer	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).
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FAQ

What insider transactions did OCEANEERING INTERNATIONAL INC (OII) report for Christopher J. Dyer?

Christopher J. Dyer reported an open-market sale of 6,000 Oceaneering International shares at a weighted average price of $38.08, plus a 2,812-share tax-withholding disposition. These transactions occurred on February 25 and February 24, 2026, respectively, and reduced his overall direct holdings.

How many OII shares did Christopher J. Dyer sell in the open market?

Christopher J. Dyer sold 6,000 shares of Oceaneering International common stock in an open-market transaction. The weighted average sale price was $38.08 per share, reflecting multiple trades between $38.07 and $38.12, as disclosed in the Form 4 insider trading report.

What was the purpose of the 2,812-share disposition reported by OII’s Christopher J. Dyer?

The 2,812-share disposition by Christopher J. Dyer was a tax-withholding transaction. Shares were delivered to satisfy tax obligations rather than representing a traditional open-market sale, as indicated by the Form 4 transaction code and description for February 24, 2026.

What are Christopher J. Dyer’s OII shareholdings after the reported transactions?

After the reported transactions, Christopher J. Dyer directly held 15,902 shares of Oceaneering International common stock. He also indirectly held 8,007 additional shares through a 401(k) plan, reflecting both his direct and retirement-plan-related ownership as reported in the Form 4 filing.

What price range applied to Christopher J. Dyer’s OII share sale?

The 6,000-share sale by Christopher J. Dyer used a weighted average price of $38.08 per share. Individual trades occurred in a narrow range between $38.07 and $38.12, with the issuer offering to provide detailed breakdowns upon request to regulators or shareholders.

What is Christopher J. Dyer’s role at Oceaneering International (OII)?

Christopher J. Dyer serves as a senior vice president, titled SVP, OPGroup, at Oceaneering International. His position classifies him as an officer of the company, which requires reporting his equity transactions in Oceaneering common stock on Form 4 to the Securities and Exchange Commission.