OCEANEERING INTERNATIONAL INC — Director's Dealing 2026

Feb 24, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2026-02-20

Reporting Person: Laura Benjamin (SVP & Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-02-20	Performance Stock Units	$	A	18988	Acquired	2028-12-31	Common Stock (18988)	Direct
2026-02-20	Restricted Stock Units	$	A	18988	Acquired		Common Stock (18988)	Direct

Footnotes

F1: 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 level of performance.

F2: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

F3: The restricted stock units vest in three equal annual installments on each of February 20, 2027, 2028 and 2029.

F4: 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.