Oceaneering (OII) SVP receives new performance and restricted stock units

Rhea-AI Filing Summary

MERZ WILLIAM R. reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International senior vice president William R. Merz reported the award of equity-based compensation. On February 20, 2026, he received 6,422 performance stock units, each representing a contingent right to receive between zero and two shares of common stock based on specific performance targets.

On the same date, he was also granted 6,422 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.

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^*

MERZ WILLIAM R.

(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, Aerospace and Def. Tech.

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		6,422		(1)	12/31/2028	Common Stock	6,422	$0	6,422	D
Restricted Stock Units	(2)	02/20/2026		A		6,422		(3)	(3)	Common Stock	6,422	$0	6,422(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 William R. Merz	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 transactions did OCEANEERING INTERNATIONAL INC (OII) report for William R. Merz?

Oceaneering International reported equity awards to SVP William R. Merz. He received 6,422 performance stock units and 6,422 restricted stock units on February 20, 2026, as part of his compensation, with vesting tied to performance and time-based schedules.

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

William R. Merz was granted 6,422 performance stock units. Each unit is a contingent right that can convert into between zero and two shares of common stock, depending on whether specific performance targets are achieved over the designated measurement period.

What are the terms of the restricted stock units granted to the OII executive?

The executive received 6,422 restricted stock units, each representing one share of common stock. These units vest in three equal annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, subject to continued service and applicable plan conditions.

Do the performance stock units in the OII Form 4 have performance conditions?

Yes, the performance stock units are performance-based. Each unit represents a contingent right to receive between zero and two shares of common stock, with vesting dependent on achieving specific target levels of performance defined under the company’s incentive plan.

When do the restricted stock units reported for OII’s William R. Merz vest?

The restricted stock units vest over three years. They vest in three equal annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, aligning the executive’s compensation with multi-year retention and performance objectives.

Does the OII Form 4 include previously granted unvested restricted stock units?

No, the reported total for restricted stock units excludes unvested units granted in previous years. Those earlier awards were previously reported, so this filing only reflects the new restricted stock unit grant made on February 20, 2026.