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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.
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.
Childress Earl reported acquisition or exercise transactions in this Form 4 filing.
Oceaneering International reported that Earl Childress, its SVP and Chief Commercial Officer, received equity awards on February 20, 2026. He was granted 9,413 performance stock units, each representing a contingent right to between zero and two shares of common stock based on meeting specific performance targets.
Childress was also granted 9,413 restricted stock units, each representing a contingent right to one share of common stock. These RSUs vest in three equal annual installments on February 20, 2027, 2028, and 2029. The filing notes these are new grants and excludes prior unvested RSU awards.
Oceaneering International senior vice president Martin J. McDonald reported equity awards on February 20, 2026. He received 10,111 performance stock units, each representing a contingent right to between zero and two common shares based on performance, and 10,111 restricted stock units that convert one-for-one into common shares.
The restricted stock units vest in three equal annual installments on February 20, 2027, 2028, and 2029. Both awards were granted at no cash cost per unit and are held directly by McDonald as part of his compensation package.
Sumruld Michael W reported acquisition or exercise transactions in this Form 4 filing.
Oceaneering International SVP Finance Michael W. Sumruld reported equity awards in the form of performance stock units and restricted stock units. On February 20, 2026, he was granted 25,050 performance stock units, each representing a contingent right to receive between zero and two shares of common stock, depending on achieving specified performance targets.
On the same date, he also received 25,050 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. Both awards are held directly by the reporting officer as part of his equity‑based compensation.
LARSON RODERICK A. reported acquisition or exercise transactions in this Form 4 filing.
Oceaneering International President and CEO Roderick A. Larson reported awards of performance stock units and restricted stock units dated February 20, 2026. He received 82,672 performance stock units, each representing a contingent right to between zero and two shares of common stock based on achieving specific performance targets.
He also received 82,672 restricted stock units, each representing a contingent right to one share of common stock. These restricted stock units vest in three equal annual installments on February 20 of 2027, 2028, and 2029. The newly reported total excludes unvested restricted stock units granted in prior years.
Laura Benjamin reported acquisition or exercise transactions in this Form 4 filing.
Oceaneering International senior executive Laura Benjamin, SVP & Chief Operating Officer, was granted equity awards on February 20, 2026. She received 18,988 performance stock units, each representing a contingent right to between zero and two shares of common stock, depending on achieving specific performance targets.
She was also granted 18,988 restricted stock units, each representing a contingent right to one share of common stock. These restricted stock units vest in three equal annual installments on February 20, 2027, 2028 and 2029, aligning her compensation with longer-term company performance.
Oceaneering International, Inc. details its 2025 business profile as a global technology company focused on offshore energy, defense, aerospace and industrial robotics. Foreign operations generated about $1.5 billion, or 55% of revenue.
The company operates five segments: Subsea Robotics ($855.2 million revenue, 31% of total), Manufactured Products ($569.0 million), Offshore Projects Group ($616.0 million), Integrity Management & Digital Solutions ($284.0 million) and Aerospace and Defense Technologies ($459.9 million). It reports a total backlog of $2.7 billion as of December 31, 2025, including $2.4 billion in Energy and $259 million in Aerospace and Defense Technologies, plus additional unfunded ADTech backlog.
Strategy centers on free cash flow generation, disciplined capital spending, acquisitions like the $33 million purchase of U.K.-based GDi, and expanding into digital solutions, energy transition, renewables, aerospace and defense. Key disclosed risks include dependence on cyclical offshore oil and gas spending, climate and energy-transition pressures, geopolitical and regulatory uncertainty, environmental compliance and U.S. government budget dynamics.
Oceaneering International reported strong 2025 results with a tax-driven earnings surge. Full-year revenue reached $2.78 billion, up 5% from 2024, while operating income rose 24% to $304.6 million. Net income jumped 140% to $353.8 million, helped by a large discrete tax benefit from releasing valuation allowances on deferred tax assets.
Adjusted EBITDA increased 16% to $401.5 million and free cash flow more than doubled to $207.8 million. Year-end cash and cash equivalents were $688.9 million versus $497.5 million a year earlier. The company repurchased 1.81 million shares for about $40.3 million and secured $3.7 billion of orders, producing a 1.33 book-to-bill ratio and multi-year backlog, including a landmark Aerospace and Defense Technologies contract.
Fourth-quarter revenue declined 6% to $668.6 million and adjusted EBITDA fell 11% to $90.5 million, reflecting fewer high-margin Offshore Projects Group projects versus an unusually strong prior-year quarter. For 2026, Oceaneering guides net income of $178–203 million, consolidated EBITDA of $390–440 million, free cash flow of $100–120 million, capital expenditures of $105–115 million, and continued share repurchases.
Oceaneering International Inc. director reports no share ownership
Roger W. Jenkins filed an initial insider ownership report as a director of Oceaneering International Inc. He reported beneficial ownership of 0 shares of the company’s common stock, with a footnote stating that no securities are beneficially owned. This filing establishes his starting ownership position for ongoing insider reporting requirements.