Oceaneering CEO’s LFV partnership sells shares

The underlying transactions were reported across two separate price ranges, alongside weighted-average prices for each share block.

Available on EDGAR 11/03/2026 - 05:12 PM EST Accepted by SEC EDGAR 11/03/2026 - 05:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Oceaneering International Inc. (OII) President and CEO Roderick A. Larson’s family limited partnership, LFV, LP, sold 1,700 shares of common stock at a weighted-average price of $43.61 per share and 4,300 shares at a weighted-average price of $44.38 per share on November 2, 2026. The sales were made under a Rule 10b5-1 trading plan adopted June 30, 2026. Larson reported 251,431 shares held directly.

Insider Trade Summary

Net Seller: 6,000 shares

Net Sell 2 txns

Insider LARSON RODERICK A.

Role President and CEO

Sold 6,000 shs ($265K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	1,700	$43.61	$74K
Sale	Common Stock F1, F4, F3	4,300	$44.38	$191K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 385,279 shares (Indirect, LFV, LP); Common Stock — 251,431 shares (Direct)

Footnotes (4)

1. F1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by LFV, LP on June 30, 2026. LFV, LP is the family limited partnership of the Reporting Person, Roderick A. Larson.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.15 to $43.98, 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 sold at each separate price within the range set forth in this Footnote to this Form 4.
3. F3. The reporting person disclaims beneficial ownership of all of the shares held indirectly through this entity except to the extent of the pecuniary interest held therein.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.17 to $44.55, 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 sold at each separate price within the range set forth in this Footnote to this Form 4.

Key Figures

Common shares sold: 1,700 shares Weighted-average sale price: $43.61 per share Sale price range: $43.15 to $43.98 per share +4 more

7 metrics

Common shares sold 1,700 shares LFV, LP sale on November 2, 2026

Weighted-average sale price $43.61 per share 1,700-share tranche

Sale price range $43.15 to $43.98 per share 1,700-share tranche; inclusive

Common shares sold 4,300 shares LFV, LP sale on November 2, 2026

Weighted-average sale price $44.38 per share 4,300-share tranche

Sale price range $44.17 to $44.55 per share 4,300-share tranche; inclusive

Direct common stock holdings 251,431 shares Reported on November 2, 2026

Key Terms

Rule 10b5-1 trading plan, weighted average price, pecuniary interest, beneficial ownership

4 terms

Rule 10b5-1 trading plan regulatory

"pursuant to a Rule 10b5-1 trading plan adopted by LFV, LP"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

pecuniary interest regulatory

"except to the extent of the pecuniary interest held therein"

beneficial ownership regulatory

"disclaims beneficial ownership of all of the shares held indirectly"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many OII shares did LFV, LP sell, and at what prices?

LFV, LP sold 1,700 shares at a weighted-average price of $43.61 per share and 4,300 shares at a weighted-average price of $44.38 per share on November 2, 2026. The sales were made under a Rule 10b5-1 trading plan adopted June 30, 2026.

What price ranges applied to the OII share sales?

The 1,700-share tranche comprised multiple transactions priced from $43.15 to $43.98, inclusive. The 4,300-share tranche also comprised multiple transactions, priced from $44.17 to $44.55, inclusive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

LARSON RODERICK A.

(Last) (First) (Middle)

5875 N. SAM HOUSTON PARKWAY W.

SUITE 400

(Street)

HOUSTON TEXAS 77086

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
OCEANEERING INTERNATIONAL INC [ OII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	11/02/2026		S(1)		1,700	D	$43.61(2)	389,579	I	LFV, LP(3)
Common Stock	11/02/2026		S(1)		4,300	D	$44.38(4)	385,279	I	LFV, LP(3)
Common Stock								251,431	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 transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by LFV, LP on June 30, 2026. LFV, LP is the family limited partnership of the Reporting Person, Roderick A. Larson.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.15 to $43.98, 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 sold at each separate price within the range set forth in this Footnote to this Form 4.

3. The reporting person disclaims beneficial ownership of all of the shares held indirectly through this entity except to the extent of the pecuniary interest held therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.17 to $44.55, 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 sold 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 Roderick A. Larson	11/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)