Oceaneering (NYSE: OII) SVP receives new performance and restricted stock unit awards

Rhea-AI Filing Summary

DYER CHRISTOPHER J reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International senior vice president Christopher J. Dyer reported equity awards consisting of performance stock units and restricted stock units. He received 6,492 performance stock units, each representing a contingent right to between zero and two shares of common stock based on achieving specific performance targets.

He also received 6,492 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 of 2027, 2028 and 2029. The disclosure notes that previously granted, unvested restricted stock units from earlier years are excluded from the reported post-transaction total.

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

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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)
02/20/2026

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		6,492		(1)	12/31/2028	Common Stock	6,492	$0	6,492	D
Restricted Stock Units	(2)	02/20/2026		A		6,492		(3)	(3)	Common Stock	6,492	$0	6,492(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 levels 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 Christopher J. Dyer	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 transaction did OCEANEERING INTERNATIONAL INC (OII) report for Christopher J. Dyer?

Christopher J. Dyer reported receiving equity awards consisting of performance stock units and restricted stock units. The filing shows 6,492 performance stock units and 6,492 restricted stock units granted as contingent rights to future common shares, subject to performance and time-based vesting conditions.

How many performance stock units were granted to the OII executive in this Form 4?

The Form 4 shows a grant of 6,492 performance stock units to the executive. Each unit represents a contingent right to receive between zero and two shares of Oceaneering International common stock, depending on whether specific target levels of performance are achieved over the relevant measurement period.

What are the vesting conditions for the performance stock units reported by OII?

The performance stock units vest based on achievement of specific performance targets rather than fixed dates. Each unit may convert into between zero and two shares of common stock, so the ultimate number of shares delivered depends on how the company performs against those defined target levels.

What restricted stock units did the OII executive receive and how do they vest?

The executive received 6,492 restricted stock units, each representing a contingent right to one share of Oceaneering International common stock. These units vest in three equal annual installments on February 20, 2027, February 20, 2028 and February 20, 2029, subject to the applicable award terms.

Did the OII Form 4 reflect any stock sales or purchases by Christopher J. Dyer?

The Form 4 reports grant or award acquisitions of performance stock units and restricted stock units, not market purchases or sales. The transactions are coded as awards, meaning they are equity compensation grants rather than open-market trading activity in Oceaneering International common stock.

Does the reported OII Form 4 include all of the executive’s unvested restricted stock units?

The disclosure states the total reported in the post-transaction column excludes unvested restricted stock units granted in previous years. Those earlier awards were previously reported in a different section of Form 4, so this filing focuses on the newly granted restricted stock units only.