Director Karen H. Beachy receives 4,576-share grant at Oceaneering (NYSE: OII)

Rhea-AI Filing Summary

Beachy Karen H reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International director Karen H. Beachy received a grant of 4,576 shares of Common Stock on May 15, 2026. The award was recorded at no purchase price and increased her directly owned holdings to 27,392 shares. This is a compensation-related share grant rather than an open‑market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Beachy Karen H

Role null

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

Holdings After Transaction: Common Stock — 27,392 shares (Direct, null)

Footnotes (1)

Key Figures

Shares granted: 4,576 shares Price per share: $0.0000 per share Shares owned after: 27,392 shares +1 more

4 metrics

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

Price per share $0.0000 per share Recorded grant price

Shares owned after 27,392 shares Direct holdings following transaction

Transaction code A Grant, award, or other acquisition

Key Terms

Common Stock, Grant, award, or other acquisition, Form 4, director

4 terms

Common Stock financial

"security_title: "Common Stock" for the reported transaction"

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) summarizes the insider transaction"

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.

director financial

"Beachy Karen H is marked is_director: 1 for this issuer"

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^*

Beachy Karen H

(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	27,392	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 F. Simons, Attorney-in-Fact for Karen H. Beachy	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) disclose?

Oceaneering International reported a director-level equity award. Karen H. Beachy received 4,576 shares of Common Stock as a grant on May 15, 2026, recorded at no purchase price, increasing her directly held stake to 27,392 shares.

Who is Karen H. Beachy in relation to OCEANEERING INTERNATIONAL INC (OII)?

Karen H. Beachy is identified as a director of Oceaneering International. The Form 4 shows she received a grant of 4,576 shares of Common Stock, bringing her direct ownership position to 27,392 shares following the reported transaction.

How many OII shares did Karen H. Beachy acquire in this Form 4 filing?

Karen H. Beachy acquired 4,576 shares of Oceaneering International Common Stock. The transaction is coded as a grant or award, meaning it was part of compensation rather than an open-market purchase, and it increased her direct holdings to 27,392 shares.

What is Karen H. Beachy’s total OII shareholding after the reported grant?

After the grant, Karen H. Beachy directly owns 27,392 shares of Oceaneering International Common Stock. This figure reflects her total direct holdings following the 4,576-share award reported in the Form 4 insider transaction.

Was the OII insider transaction a market purchase or a share grant?

The transaction was a share grant, not a market purchase. It is coded as an acquisition by grant or award, with 4,576 Common Stock shares awarded to director Karen H. Beachy at a transaction price of $0.0000 per share.