Oceaneering (OII) HR chief granted performance and restricted stock units

Rhea-AI Filing Summary

Oceaneering International senior vice president and chief human resources officer Holly Kriendler reported equity awards in the form of performance stock units and restricted stock units. She received 7,878 performance stock units and 7,878 restricted stock units at a grant price of $0 per unit.

Each performance stock unit can convert into between zero and two shares of common stock if specific performance targets are achieved. Each restricted stock unit represents one share of common stock and vests in three equal annual installments on February 20 of 2027, 2028, and 2029. Previously granted unvested restricted stock units from prior years are excluded from the reported post-transaction totals.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kriendler Holly

Role SVP, Chief H.R. Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	7,878	$0.00	--
Grant/Award	Restricted Stock Units	7,878	$0.00	--

Holdings After Transaction: Performance Stock Units — 7,878 shares (Direct); Restricted Stock Units — 7,878 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
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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^*

Kriendler Holly

(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 H.R. Officer

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		7,878		(1)	12/31/2028	Common Stock	7,878	$0	7,878	D
Restricted Stock Units	(2)	02/20/2026		A		7,878		(3)	(3)	Common Stock	7,878	$0	7,878(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 Holly Kriendler	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.
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FAQ

What did OII executive Holly Kriendler report in this Form 4 filing?

Holly Kriendler reported receiving equity awards consisting of performance stock units and restricted stock units. She was granted 7,878 performance stock units and 7,878 restricted stock units, both at a grant price of $0 per unit, as part of her compensation package.

How many performance stock units did Holly Kriendler receive from Oceaneering International (OII)?

She received 7,878 performance stock units. Each unit represents a contingent right to receive between zero and two shares of Oceaneering International common stock, depending on whether specific performance targets outlined in the award are achieved over the performance period.

How many restricted stock units did OII grant to Holly Kriendler and what do they represent?

Oceaneering International granted 7,878 restricted stock units to Holly Kriendler. Each restricted stock unit represents a contingent right to receive one share of the company’s common stock, subject to future vesting based on the schedule described in the award terms.

When do Holly Kriendler’s restricted stock units from OII vest?

The restricted stock units vest in three equal annual installments. Vesting dates are scheduled for February 20, 2027, February 20, 2028, and February 20, 2029, provided the applicable vesting conditions under the company’s equity plan continue to be met.

Are prior restricted stock unit grants to Holly Kriendler included in this OII Form 4 total?

No. The filing specifies that the total reported after the transaction excludes unvested restricted stock units granted in previous years. Those earlier awards were previously reported in Table I of prior Form 4 filings by the same reporting person.

Does this OII Form 4 reflect a stock purchase or sale by Holly Kriendler?

It does not reflect an open market purchase or sale. The reported transactions are grants or awards of performance stock units and restricted stock units at a price of $0, representing non-cash equity compensation rather than buy or sell transactions.