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

Rhea-AI Filing Summary

Oceaneering International senior vice president Martin J. McDonald reported equity awards on February 20, 2026. He received 10,111 performance stock units, each representing a contingent right to between zero and two common shares based on performance, and 10,111 restricted stock units that convert one-for-one into common shares.

The restricted stock units vest in three equal annual installments on February 20, 2027, 2028, and 2029. Both awards were granted at no cash cost per unit and are held directly by McDonald as part of his compensation package.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MCDONALD MARTIN J

Role SVP, Subsea Robotics

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	10,111	$0.00	--
Grant/Award	Restricted Stock Units	10,111	$0.00	--

Holdings After Transaction: Performance Stock Units — 10,111 shares (Direct); Restricted Stock Units — 10,111 shares (Direct)

Footnotes (1)

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. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units vest in three equal annual installments on each of February 20, 2027, 2028 and 2029. 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.

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^*

MCDONALD MARTIN 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, Subsea Robotics

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		10,111		(1)	12/31/2028	Common Stock	10,111	$0	10,111	D
Restricted Stock Units	(2)	02/20/2026		A		10,111		(3)	(3)	Common Stock	10,111	$0	10,111(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 Martin J. McDonald	02/24/2026
	** 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 equity awards did OII executive Martin McDonald report on this Form 4?

Martin McDonald reported grants of performance stock units and restricted stock units, each totaling 10,111 units. The performance units can convert into up to two shares each, while the restricted units convert one-for-one into Oceaneering International (OII) common stock.

How do the performance stock units granted to the OII executive work?

Each performance stock unit gives a contingent right to receive between zero and two shares of common stock. Actual shares earned depend on achieving specific performance targets, making these awards tied directly to Oceaneering International’s future performance goals.

When do the restricted stock units granted to OII’s Martin McDonald vest?

The restricted stock units vest in three equal annual installments on February 20, 2027, 2028, and 2029. As each installment vests, the units convert into common shares of Oceaneering International (OII), strengthening the executive’s long-term equity stake.

Did the OII executive pay cash for the performance or restricted stock units?

No cash was paid for these awards; the transaction price per unit was reported as $0.00. The units are equity compensation grants, providing contingent rights to receive Oceaneering International common shares over time, subject to vesting and performance conditions.

Are previously granted OII restricted stock units included in this Form 4 total?

The reported totals exclude unvested restricted stock units granted in previous years. Earlier awards were already reported in Table I of prior Forms 4, so this filing focuses only on the newly granted 2026 restricted stock unit award to Martin McDonald.

How many derivative units does the OII executive hold after these Form 4 grants?

After the reported grants, the Form 4 shows 10,111 performance stock units and 10,111 restricted stock units in the relevant derivative columns. These reflect only the newly reported awards, not prior-year unvested restricted stock unit holdings for Martin McDonald.