Brown Advisory group (NYSE: OII) discloses 5.09% beneficial stake in Oceaneering

Rhea-AI Filing Summary

Oceaneering International, Inc. common stock is reported as beneficially owned by BROWN ADVISORY INC and its subsidiaries in this amended Schedule 13G. The group reports beneficial ownership of 5,077,853 shares of common stock, representing 5.09% of the class as of June 30, 2026.

Voting power is held on a sole basis across the subsidiaries, with no shared voting power reported. Dispositive power is reported entirely as shared among the subsidiaries, reflecting investment advisory and managed-account relationships where clients and funds are the economic owners.

Key Figures

Beneficial ownership: 5,077,853 shares Percent of class: 5.09% Sole Voting Power (Brown Advisory Inc): 4,514,306 shares +3 more

6 metrics

Beneficial ownership 5,077,853 shares Total Oceaneering International common stock beneficially owned by Brown Advisory entities

Percent of class 5.09% Percentage of Oceaneering International common stock class held by Brown Advisory group

Sole Voting Power (Brown Advisory Inc) 4,514,306 shares Shares for which BROWN ADVISORY INC has sole power to vote or direct the vote

Sole Voting Power (Brown Advisory LLC) 4,467,933 shares Shares for which BROWN ADVISORY LLC has sole power to vote or direct the vote

Shared Dispositive Power (Brown Advisory Inc) 5,074,283 shares Shares for which BROWN ADVISORY INC has shared power to dispose or direct disposition

Shared Dispositive Power (Brown Advisory LLC) 5,031,166 shares Shares for which BROWN ADVISORY LLC has shared power to dispose or direct disposition

Key Terms

beneficially owned, Sole Voting Power, Shared Dispositive Power, parent holding company, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: 5,077,853"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"5 | Sole Voting Power 4,514,306.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Dispositive Power financial

"8 | Shared Dispositive Power 5,074,283.00"

parent holding company financial

"BROWN ADVISORY INC is a parent holding company filing this schedule"

Investment Adviser financial

"BROWN ADVISORY LLC - IA (Investment Adviser)"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

What percentage of Oceaneering International (OII) does Brown Advisory report owning?

Brown Advisory and related entities report 5.09% beneficial ownership of Oceaneering International common stock, representing 5,077,853 shares. This ownership is held through investment companies and other managed accounts of Brown Advisory’s direct and indirect subsidiaries.

How many Oceaneering International (OII) shares are beneficially owned by Brown Advisory?

Brown Advisory entities report beneficial ownership of 5,077,853 shares of Oceaneering International common stock. These securities are held in investment companies and managed accounts for which Brown Advisory subsidiaries have voting and/or investment power under advisory contracts.

Which Brown Advisory subsidiaries hold Oceaneering International (OII) shares?

Reported entities are BROWN ADVISORY INC, BROWN INVESTMENT ADVISORY & TRUST CO, BROWN ADVISORY LLC, and SIGNATURE FINANCIAL MANAGEMENT, INC. BROWN ADVISORY INC files as a parent holding company on behalf of these subsidiaries under the Schedule 13G rules.

What voting power does Brown Advisory have over Oceaneering International (OII) shares?

The filing shows sole voting power over all reported shares and no shared voting power. Subsidiary totals include 4,514,306 shares for BROWN ADVISORY INC and 4,467,933 shares for BROWN ADVISORY LLC, with smaller amounts held by the other entities.

How is dispositive power over Oceaneering International (OII) shares allocated?

The reporting entities show no sole dispositive power but shared dispositive power over the reported shares. Shared dispositive power reflects advisory contracts where Brown Advisory subsidiaries direct investments for client accounts and funds that are the economic owners.

Why is this an amended Schedule 13G/A for Oceaneering International (OII)?

This document is labeled Amendment No. 2, updating the previously reported ownership position. It refreshes share counts, percentage of class, and the breakdown of voting and dispositive powers as of June 30, 2026 for Brown Advisory and its subsidiaries.

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Available on EDGAR 08/14/2026 - 10:00 AM Accepted by SEC EDGAR 08/14/2026 - 10:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Oceaneering International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

675232102

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 675232102

1

Names of Reporting Persons

BROWN ADVISORY INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,514,306.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,074,283.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,077,853.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.09 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP Number(s): 675232102

1

Names of Reporting Persons

BROWN INVESTMENT ADVISORY & TRUST CO

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 43,543.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 39,973.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

43,543.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.04 %

12

Type of Reporting Person (See Instructions)

BK

SCHEDULE 13G

CUSIP Number(s): 675232102

1

Names of Reporting Persons

BROWN ADVISORY LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,467,933.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,031,166.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,031,166.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.04 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 675232102

1

Names of Reporting Persons

SIGNATURE FINANCIAL MANAGEMENT, INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGINIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,830.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,144.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,144.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Oceaneering International, Inc.
(b)	Address of issuer's principal executive offices: 5875 NORTH SAM HOUSTON PARKWAY WEST, SUITE 400, HOUSTON, TEXAS 77086
Item 2.
(a)	Name of person filing: BROWN ADVISORY INC BROWN INVESTMENT ADVISORY & TRUST CO BROWN ADVISORY LLC SIGNATURE FINANCIAL MANAGEMENT, INC.
(b)	Address or principal business office or, if none, residence: 901 SOUTH BOND STREET SUITE #400 Baltimore, Maryland 21231
(c)	Citizenship: BROWN ADVISORY INC - MARYLAND BROWN INVESTMENT ADVISORY & TRUST CO - MARYLAND BROWN ADVISORY LLC - MARYLAND SIGNATURE FINANCIAL MANAGEMENT, INC. - VIRGINIA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 675232102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,077,853
(b)	Percent of class: 5.09 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: BROWN ADVISORY INC - 4,514,306 BROWN INVESTMENT ADVISORY & TRUST CO - 43,543 BROWN ADVISORY LLC - 4,467,933 SIGNATURE FINANCIAL MANAGEMENT, INC. - 2,830
	(ii) Shared power to vote or to direct the vote: BROWN ADVISORY INC - 0 BROWN INVESTMENT ADVISORY & TRUST CO - 0 BROWN ADVISORY LLC - 0 SIGNATURE FINANCIAL MANAGEMENT, INC. - 0
	(iii) Sole power to dispose or to direct the disposition of: BROWN ADVISORY INC - 0 BROWN INVESTMENT ADVISORY & TRUST CO - 0 BROWN ADVISORY LLC - 0 SIGNATURE FINANCIAL MANAGEMENT, INC. - 0
	(iv) Shared power to dispose or to direct the disposition of: BROWN ADVISORY INC - 5,074,283 BROWN INVESTMENT ADVISORY & TRUST CO - 39,973 BROWN ADVISORY LLC - 5,031,166 SIGNATURE FINANCIAL MANAGEMENT, INC. - 3,144
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The total securities being reported are beneficially owned by investment companies and other managed accounts of direct/indirect subsidiaries of BROWN ADVISORY INC (listed above). These subsidiaries may be deemed to be beneficial owners of the reported securities because applicable investment advisory contracts provide voting and/or investment power over securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. BROWN ADVISORY INC is a parent holding company filing this schedule on behalf of the following subsidiaries pursuant to Rule 13d-1(b)(1)(ii)(G) under the Securities Exchange Act of 1934: BROWN INVESTMENT ADVISORY & TRUST CO - BK (Bank) BROWN ADVISORY LLC - IA (Investment Adviser) SIGNATURE FINANCIAL MANAGEMENT, INC. - IA (Investment Adviser)
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BROWN ADVISORY INC

Signature:	/s/Victor Fernandez
Name/Title:	Victor Fernandez, Chief Compliance Officer
Date:	08/14/2026

BROWN INVESTMENT ADVISORY & TRUST CO

Signature:	/s/Victor Fernandez
Name/Title:	Victor Fernandez, Chief Compliance Officer
Date:	08/14/2026

BROWN ADVISORY LLC

Signature:	/s/Victor Fernandez
Name/Title:	Victor Fernandez, Chief Compliance Officer
Date:	08/14/2026

SIGNATURE FINANCIAL MANAGEMENT, INC.

Signature:	/s/Victor Fernandez
Name/Title:	Victor Fernandez, Chief Compliance Officer
Date:	08/14/2026