Oceaneering (NYSE: OII) SVP receives new RSU and PSU equity grants

Rhea-AI Filing Summary

GRANATO LEONARDO P reported acquisition or exercise transactions in this Form 4 filing.

Oceaneering International Inc. senior vice president Leonardo P. Granato reported receiving new equity awards. He was granted 6,492 performance stock units, each representing a contingent right to between zero and two shares of common stock based on achievement of specific performance targets. He also received 6,492 restricted stock units, each representing a contingent right to one share of common stock, which 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^*

GRANATO LEONARDO P

(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, IMDS

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		6,492		(1)	12/31/2028	Common Stock	6,492	$0	6,492	D
Restricted Stock Units	(2)	02/20/2026		A		6,492		(3)	(3)	Common Stock	6,492	$0	6,492(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 Leonardo P. Granato	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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FAQ

What did OCEANEERING INTERNATIONAL INC (OII) report in this Form 4?

The filing reports equity awards to SVP Leonardo P. Granato. He received 6,492 performance stock units and 6,492 restricted stock units as part of his compensation in the form of derivative securities.

How many performance stock units were granted to the OII executive?

Leonardo P. Granato was granted 6,492 performance stock units. Each unit is a contingent right to receive between zero and two shares of Oceaneering International’s common stock, depending on the achievement of specified performance targets over time.

How many restricted stock units were granted in the OII Form 4?

The executive received 6,492 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Oceaneering International common stock, subject to the stated vesting schedule and continued service conditions described in the filing.

When do the restricted stock units for OII’s SVP vest?

The restricted stock units vest in three equal annual installments. Vesting occurs on February 20, 2027, February 20, 2028, and February 20, 2029, aligning the award with a multi-year retention and incentive horizon for the executive.

How are the performance stock units for OII determined to pay out?

Each performance stock unit may convert into between zero and two shares. The actual number of Oceaneering International shares delivered depends on achieving specific performance target levels defined under the company’s performance criteria.

Did the OII executive purchase these units on the open market?

No, the units were granted as awards, not bought in the market. The Form 4 labels both transactions with code “A” for grant, award, or other acquisition, at a price per unit of $0.0000.

Does this Form 4 include previously granted restricted stock units for OII’s SVP?

No, the reported total excludes unvested restricted stock units granted in previous years. The filing notes earlier RSU awards were previously reported in Table I of prior Form 4 submissions by the executive.