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Oceaneering International, Inc. completed a private placement of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 to qualified institutional buyers and certain non‑U.S. persons. The notes mature on July 15, 2034, pay interest semiannually at 6.875%, and rank as general unsecured senior obligations.
The notes are redeemable at a make‑whole price before July 15, 2029, and at 103.438% in 2029, 101.719% in 2030, and 100.000% from 2031 onward, plus accrued interest. Oceaneering also amended its senior secured revolving credit facility, increasing lender commitments from $215,000,000 to $345,000,000, extending the maturity from 2027 to 2031, and modestly reducing interest margins based on its Consolidated Net Leverage Ratio.
The amended facility includes a $150,000,000 letter of credit sublimit and the ability to upsize by an additional $85,000,000. The company stated that these changes are intended to support ongoing operations, strategic priorities, and growth initiatives.
Oceaneering International Inc. director Deanna L. Goodwin reported an open-market sale of Common Stock. She sold 7,000 shares on 2026-06-30 at a weighted average price of $40.69 per share, with individual trade prices ranging from $40.64 to $40.78. After this transaction, she directly owns 35,905 shares of Oceaneering International common stock.
Oceaneering International has priced a private offering of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034, to be issued at par. The offering is expected to close on July 6, 2026. Oceaneering intends to use the net proceeds, together with cash on hand if necessary, to fund the purchase of its 6.000% Senior Notes due 2028 in a concurrent tender offer, with any remaining proceeds for general corporate purposes, including possible repayment, redemption or repurchase of other debt. The company has also delivered a conditional notice for full redemption of the 2028 Notes, currently expected on July 25, 2026, subject to completing a senior notes offering that generates at least $500 million of gross proceeds, which Oceaneering may waive.
Oceaneering International, Inc. plans a private offering of $500 million of Senior Notes due 2034 and has launched a cash tender offer to purchase any and all of its outstanding 6.000% Senior Notes due 2028 with $500,000,000 aggregate principal amount outstanding. The company expects to use the new notes’ net proceeds, together with cash on hand if needed, to fund purchases of notes tendered in the offer and may use any remaining proceeds for general corporate purposes, including repayment, redemption, or repurchase of other debt. Oceaneering is also in advanced discussions to amend its senior secured revolving credit facility to increase lender commitments from $215,000,000 to up to $345,000,000, extend the scheduled maturity from 2027 to 2031, and reduce loan margins.
Oceaneering International President and CEO Roderick A. Larson reported indirect share activity at an affiliated entity. On May 18, 2026, an entity identified as LFV, LP conducted an open-market sale of 5,000 shares of Oceaneering International common stock at $38.27 per share. Following this sale, the filing shows 397,279 shares held indirectly through LFV, LP and 251,431 shares held directly. The footnote states that Larson disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest, indicating these shares are primarily attributed to the partnership rather than to him personally.
Jenkins Roger W. reported acquisition or exercise transactions in this Form 4 filing.
Oceaneering International Inc. director Roger W. Jenkins received a grant of 4,576 shares of common stock on May 15, 2026. The shares were awarded at a price of $0.0000 per share, indicating a non-cash grant. Following this award, Jenkins holds 4,576 shares directly.
WEBSTER STEVEN A reported acquisition or exercise transactions in this Form 4 filing.
Oceaneering International director Steven A. Webster received a grant of 4,576 shares of common stock, recorded at no cash cost per share. This award increased his directly held position to 165,939 shares. The transaction reflects a compensation-related equity award rather than an open-market purchase or sale.
Reinhardsen Jon Erik reported acquisition or exercise transactions in this Form 4 filing.
Oceaneering International Inc. director Jon Erik Reinhardsen received a grant of 4,576 shares of common stock on May 15, 2026. The award carried a price of $0.00 per share, reflecting stock-based compensation rather than an open-market purchase. After this grant, he directly holds 101,208 shares.
Oceaneering International director Reema Poddar received a grant of 4,576 shares of common stock on May 15, 2026. The award carried no cash purchase price. After this compensation-related acquisition, she directly holds a total of 23,006 shares of Oceaneering common stock.