Oceaneering (NYSE: OII) SVP Childress sells shares, disposes stock for taxes

Rhea-AI Filing Summary

Oceaneering International senior executive Earl Childress reported two stock transactions. As SVP and Chief Commercial Officer, he made an open-market sale of 22,518 shares of common stock at $37.41 per share on February 25, 2026, leaving 35,577 shares owned directly after this sale.

On February 24, 2026, he also disposed of 4,695 shares at $37.22 per share to cover tax obligations by delivering shares rather than paying cash. Both transactions involved directly held common stock and were reported on a Form 4 insider filing.

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^*

Childress Earl

(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, Chief Commercial Ofc.

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		4,695	D	$37.22	58,095	D
Common Stock	02/25/2026		S		22,518	D	$37.41(1)	35,577	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:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $37.750 to $38.715 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 Earl Childress	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 Earl Childress?

Earl Childress reported two transactions in Oceaneering International common stock. He sold 22,518 shares in an open-market transaction and disposed of 4,695 shares to satisfy tax obligations, with both transactions involving directly held shares reported on Form 4.

How many OCEANEERING INTERNATIONAL INC (OII) shares did Earl Childress sell on the open market?

Earl Childress sold 22,518 shares of Oceaneering International common stock in an open-market transaction at a reported price of $37.41 per share, as disclosed in the Form 4 insider trading report filed for this activity.

What was the purpose of the 4,695-share disposition by Earl Childress in OCEANEERING INTERNATIONAL INC (OII)?

The 4,695-share disposition by Earl Childress was a tax-withholding transaction. Shares were delivered at $37.22 per share to cover tax liabilities, rather than representing an open-market sale for investment or portfolio-management purposes.

How many OCEANEERING INTERNATIONAL INC (OII) shares does Earl Childress hold after these transactions?

After the reported open-market sale, Earl Childress directly owns 35,577 shares of Oceaneering International common stock. This figure reflects his holdings following the 22,518-share sale disclosed in the Form 4 filing.

What role does Earl Childress hold at OCEANEERING INTERNATIONAL INC (OII) in this Form 4 filing?

In the Form 4, Earl Childress is identified as an officer of Oceaneering International, serving as Senior Vice President and Chief Commercial Officer, making these transactions notable as activity by a senior executive of the company.

Were Earl Childress’s OCEANEERING INTERNATIONAL INC (OII) transactions direct or indirect holdings?

Both transactions involved directly held Oceaneering International common stock. The Form 4 characterizes his ownership type as direct, with no indication that the reported shares were held through a separate entity or indirect structure.