SVP at Oceaneering (NYSE: OII) reports stock gift and tax share disposal

Rhea-AI Filing Summary

Oceaneering International SVP Shaun Roedel reported two stock disposals. On February 25, 2026, he made a bona fide gift of 2,000 shares of common stock. On February 24, 2026, 2,067 shares were disposed of at $37.22 per share to satisfy tax obligations.

After these transactions, he directly held 54,146 shares and indirectly held 3,189 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^*

Roedel Shaun

(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, Mfd. Prods.

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		2,067	D	$37.22	56,146	D
Common Stock	02/25/2026		G		2,000	D	$0	54,146	D
Common Stock								3,189	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:

Remarks:

	/s/ Jennifer F. Simons, Attorney-in-Fact for Shaun Roedel	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 insider transactions did OCEANEERING INTERNATIONAL INC (OII) report for Shaun Roedel?

Shaun Roedel reported two non-derivative transactions in OCEANEERING INTERNATIONAL INC common stock. He made a bona fide gift of 2,000 shares and had 2,067 shares disposed of to cover tax obligations related to equity compensation, both recorded in late February 2026.

How many OII shares did Shaun Roedel dispose of in the latest Form 4?

The Form 4 shows disposals totaling 4,067 OII common shares. This includes a 2,000-share bona fide gift and 2,067 shares withheld or delivered at $37.22 per share to satisfy tax liabilities tied to an equity-related event on February 24, 2026.

Were Shaun Roedel’s OII transactions open-market sales or related to taxes and gifts?

The reported transactions were a bona fide gift and a tax-withholding disposition, not open-market sales. One 2,000-share transaction was classified as a gift, while 2,067 shares were delivered at $37.22 per share to cover tax obligations on equity compensation.

What is Shaun Roedel’s OII share ownership after these Form 4 transactions?

After these transactions, Shaun Roedel directly owned 54,146 shares of OCEANEERING INTERNATIONAL INC common stock. He also indirectly held 3,189 additional shares through a 401(k) plan, reflecting retirement-plan holdings separate from his directly registered share position in the company.

What does transaction code F mean in Shaun Roedel’s OII Form 4 filing?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this filing, 2,067 OII shares were disposed of at $37.22 per share to satisfy tax obligations arising from an equity compensation event, rather than representing a discretionary market sale.

How is indirect ownership by 401(k) plan reported for OII insider Shaun Roedel?

Indirect ownership is reported separately from directly held shares. In this Form 4, 3,189 OCEANEERING INTERNATIONAL INC shares are shown as indirectly owned "By 401(k) plan," reflecting holdings in a retirement account rather than shares registered directly in Shaun Roedel’s own name.