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

Rhea-AI Filing Summary

Simons Jennifer Fremont reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International senior vice president and chief legal officer Jennifer Fremont Simons reported equity awards in the form of performance stock units and restricted stock units. She was granted 15,990 performance stock units, each representing a contingent right to receive between zero and two shares of common stock based on meeting specific performance targets.

She also received 15,990 restricted stock units, each representing a contingent right to receive one share of common stock. These restricted stock units vest in three equal annual installments on February 20, 2027, 2028, and 2029, aligning her compensation with longer-term company performance.

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^*

Simons Jennifer Fremont

(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, CLO and Secretary

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		15,990		(1)	12/31/2028	Common Stock	15,990	$0	15,990	D
Restricted Stock Units	(2)	02/20/2026		A		15,990		(3)	(3)	Common Stock	15,990	$0	15,990(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	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).
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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 Jennifer Fremont Simons?

Jennifer Fremont Simons received grants of performance stock units and restricted stock units. She was awarded 15,990 performance stock units and 15,990 restricted stock units, both reported as equity-based compensation rather than open-market purchases or sales of common stock.

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

The executive received 15,990 performance stock units. Each unit represents a contingent right to receive between zero and two shares of Oceaneering International common stock, depending on achievement of specific performance targets set under the company’s incentive compensation arrangements.

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

The performance stock units vest upon achievement of specific target levels of performance. Each unit can convert into between zero and two shares of common stock, so actual shares delivered will depend entirely on how the company performs against these stated performance targets.

What restricted stock unit grant did OCEANEERING INTERNATIONAL INC (OII) disclose for its SVP, CLO and Secretary?

The company disclosed a grant of 15,990 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock, subject to time-based vesting over several years as described in the filing footnotes.

When do the restricted stock units for the OII executive vest?

The restricted stock units vest in three equal annual installments. Vesting dates are February 20, 2027, February 20, 2028, and February 20, 2029, aligning the executive’s compensation with multi-year service and ongoing commitment to the company.

Are the equity awards to the OII executive open-market stock purchases or sales?

The awards are not open-market purchases or sales; they are grants of performance stock units and restricted stock units. These derivative equity awards provide contingent rights to receive common shares in the future, subject to performance and time-based vesting conditions.