OII / Oceaneering International, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Oceaneering International, Inc.
US ˙ NYSE ˙ US6752321025

Mga Batayang Estadistika
LEI 549300L6PH74701W0R30
CIK 73756
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Oceaneering International, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 OCEANEERING INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commi

July 24, 2025 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

July 24, 2025 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execut

July 24, 2025 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

July 24, 2025 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

July 24, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATION

July 23, 2025 EX-99.1

Oceaneering Reports Second Quarter 2025 Results

Exhibit 99.1 Oceaneering Reports Second Quarter 2025 Results HOUSTON, July 23, 2025 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported second quarter 2025 results. •As compared to the second quarter of 2024: ◦Revenue increased 4% to $698 million; ◦Operating income increased 31% to $79.2 million; ◦Net income increased 56% to $54.4 million; and ◦Adjusted EBITDA increased 20%

July 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 OCEANEERING INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commis

June 26, 2025 11-K

FORM 11-K

FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

June 6, 2025 EX-99.1

Oceaneering Announces CFO Succession Plan

Exhibit 99.1 Oceaneering Announces CFO Succession Plan HOUSTON, June 6, 2025 – Oceaneering International, Inc. (NYSE:OII) (“Oceaneering”) today announced a Chief Financial Officer (“CFO”) succession plan. Alan R. Curtis, Senior Vice President & CFO, has announced his decision to retire from his position effective January 1, 2026. Mr. Curtis began his career with Oceaneering in 1995 as a Financial

June 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 OCEANEERING INTERNAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

May 29, 2025 EX-1.01

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this “Report”) of Oceaneering International, Inc. has been prepared pursuant to Rule 13p-1 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (together with Form SD adopted by the SEC pursuant to its Release No. 34-67716, the “Rule”), for th

May 29, 2025 EX-5.01

Opinion of Jennifer F. Simons

Exhibit 5.01 Jennifer F. Simons Senior Vice President, Chief Legal Officer and Secretary Oceaneering International, Inc. 5875 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086 May 29, 2025 Oceaneering International, Inc. 5875 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086 Ladies and Gentlemen: In connection with the Registration Statement on Form S-8 (the “Registration

May 29, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) OCEANEERING INTERNATIONAL, INC.

May 29, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-10945 (Commission File Number) 95-2628227 (IRS Employer Identification No.) 5875 North Sam Houston Parkway West, Suite 400 Housto

May 29, 2025 EX-23.02

Consent of Independent Registered Public Accounting Firm

Exhibit 23.02 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Incentive Plan of Oceaneering International, Inc., as amended and restated effective May 9, 2025, of our reports dated February 24, 2025, with respect to the consolidated financial statements of Oceaneering International

May 29, 2025 S-8

As filed with the Securities and Exchange Commission on May 29, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OCEANEERING INTERNATIO

As filed with the Securities and Exchange Commission on May 29, 2025 Registration No.

May 19, 2025 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

May 12, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 OCEANEERING INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commis

May 9, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 OCEANEERING INTERNATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commissi

April 24, 2025 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

April 24, 2025 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

April 24, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIO

April 24, 2025 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execu

April 24, 2025 EX-10.01

Annual Cash Bonus Award Program Summary

Exhibit 10.01 OCEANEERING INTERNATIONAL, INC. 2025 ANNUAL CASH BONUS AWARD PROGRAM SUMMARY The Compensation Committee (the “Committee”) of the Board of Directors of Oceaneering International, Inc. (“Oceaneering,” and together with its subsidiaries, the “Company”) approved a 2025 Annual Cash Bonus Award Program (the “Program”) for Employees selected by the Committee, under Oceaneering’s 2020 Incent

April 24, 2025 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th

April 23, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commi

April 23, 2025 EX-99.1

Oceaneering Reports First Quarter 2025 Results

Exhibit 99.1 Oceaneering Reports First Quarter 2025 Results HOUSTON, April 23, 2025 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported first quarter 2025 results. •Revenue of $675 million, a 13% increase year over year •Operating income of $73.5 million, a 100% increase year over year •Net income of $50.4 million, a 233% increase year over year •Adjusted EBITDA of $96.7 mi

March 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

March 28, 2025 DEF 14A

OCEANEERING INTERNATIONAL INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

March 4, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIONAL

March 4, 2025 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Oceaneering International, Inc. for the year ended December 31, 2024; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mate

March 4, 2025 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Oceaneering International, Inc. for the year ended December 31, 2024; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

February 24, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIONAL,

February 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 OCEANEERING INT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

February 24, 2025 EX-4.01

Description of Common Stock

Exhibit 4.01 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Oceaneering International, Inc., a Delaware corporation (“Oceaneering,” “we,” “our” or “us”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.25 per share (our “common stock”). The

February 24, 2025 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial of

February 24, 2025 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make t

February 24, 2025 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the s

February 24, 2025 EX-97.01

Oceaneering International, Inc. Policy for the Recovery of Erroneously Awarded Compensation

Exhibit 97.01 OCEANEERING INTERNATIONAL, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.Purpose. The purpose of this Policy is to describe circumstances in which the Company will recover Erroneously Awarded Compensation and the process for such recovery. This Policy is intended to comply with (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 20

February 24, 2025 EX-21.01

Subsidiaries of Oceaneering

Exhibit 21.01 SUBSIDIARIES OF OCEANEERING INTERNATIONAL, INC. Subsidiaries Percentage of Ownership by Oceaneering International, Inc. Jurisdiction of Organization Oceaneering Angola, S.A. 45% Angola Marine Production Systems Do Brasil Ltda. 100% Brazil Marine Production Systems, Ltd. 100% Delaware Oceaneering Canada Limited 100% Delaware C & C Technologies, Inc. 100% Louisiana Oceaneering Holdings

February 24, 2025 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal executiv

February 24, 2025 EX-23.01

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statements on Form S-8 Reg. Nos. 333-98211 and 333-174078 pertaining to the Oceaneering International, Inc. Retirement Investment Plan, (2)Registration Statements on Form S-8 Reg. Nos. 333-238325 pertaining to the 2020 Incenti

February 24, 2025 EX-19

Oceaneering International, Inc. Insider Trading Policy

Exhibit 19 POLICIES ON THE PREVENTION OF INSIDER TRADING, PROHIBITION OF HEDGING TRANSACTIONS AND MISUSE OF CONFIDENTIAL INFORMATION OF OCEANEERING INTERNATIONAL, INC.

February 19, 2025 EX-99.1

Oceaneering Reports Fourth Quarter 2024 and Full Year 2024 Results

Exhibit 99.1 Oceaneering Reports Fourth Quarter 2024 and Full Year 2024 Results HOUSTON, February 19, 2025 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported fourth quarter and full year 2024 results. Fourth Quarter 2024 Results •Revenue of $713 million, a 9% increase year over year •Operating income of $77.9 million, a 64% increase year over year •Net income of $56.1 mill

February 19, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

November 25, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Oceaneering International, Inc.

November 25, 2024 S-3ASR

As filed with the Securities and Exchange Commission on November 25, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 25, 2024 Registration No.

November 25, 2024 EX-25.1

Statement of Eligibility of Trustee under the Indenture on Form T-1.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N

November 21, 2024 EX-99.1

Oceaneering Announces the Promotion of Benjamin M. Laura to Senior Vice President and Chief Operating Officer

Exhibit 99.1 Oceaneering Announces the Promotion of Benjamin M. Laura to Senior Vice President and Chief Operating Officer HOUSTON, November 21, 2024 – Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced the promotion of Benjamin M. Laura to Senior Vice President and Chief Operating Officer (“COO”), effective January 1, 2025. Mr. Laura currently serves as Oceaneering’s Senior Vice

November 21, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

November 6, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

October 25, 2024 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

October 25, 2024 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal e

October 25, 2024 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal fina

October 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERN

October 25, 2024 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

October 23, 2024 EX-99.1

Oceaneering Reports Third Quarter 2024 Results

Exhibit 99.1 Oceaneering Reports Third Quarter 2024 Results HOUSTON, October 23, 2024 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $41.2 million, or $0.40 per share, on revenue of $680 million for the three months ended September 30, 2024. Adjusted net income was $37.2 million, or $0.36 per share, reflecting the impact of $(0.4) million of pre-tax adjus

October 23, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

August 23, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Comm

July 26, 2024 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execut

July 26, 2024 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

July 26, 2024 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

July 26, 2024 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

July 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATION

July 24, 2024 EX-99.1

Oceaneering Reports Second Quarter 2024 Results

Exhibit 99.1 Oceaneering Reports Second Quarter 2024 Results HOUSTON, July 24, 2024 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $35.0 million, or $0.34 per share, on revenue of $669 million for the three months ended June 30, 2024. Adjusted net income was $28.6 million, or $0.28 per share, reflecting the impact of $(1.0) million of pre-tax adjustments

July 24, 2024 CORRESP

OCEANEERING INTERNATIONAL, INC. 5875 North Sam Houston Parkway West Suite 400 Houston, Texas 77086 July 24, 2024

OCEANEERING INTERNATIONAL, INC. 5875 North Sam Houston Parkway West Suite 400 Houston, Texas 77086 July 24, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian McAllister and Craig Arakawa RE: Oceaneering International, Inc. Form 10-K for the Fiscal Year Ended De

July 24, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commis

June 25, 2024 11-K

FORM 11-K

FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

May 31, 2024 EX-1.01

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this “Report”) of Oceaneering International, Inc. has been prepared pursuant to Rule 13p-1 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (together with Form SD adopted by the SEC pursuant to its Release No. 34-67716, the “Rule”), for th

May 31, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-10945 (Commission File Number) 95-2628227 (IRS Employer Identification No.) 5875 North Sam Houston Parkway West, Suite 400 Housto

May 13, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

May 9, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commissi

April 26, 2024 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th

April 26, 2024 EX-10.01

2024 Annual Cash Bonus Award Program Summary

Exhibit 10.01 OCEANEERING INTERNATIONAL, INC. 2024 ANNUAL CASH BONUS AWARD PROGRAM SUMMARY The Compensation Committee (the “Committee”) of the Board of Directors of Oceaneering International, Inc. (“Oceaneering,” and together with its subsidiaries, the “Company”) approved a 2024 Annual Cash Bonus Award Program (the “Program”) for Employees selected by the Committee, under Oceaneering’s 2020 Incent

April 26, 2024 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execu

April 26, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIO

April 26, 2024 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

April 26, 2024 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2024; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

April 24, 2024 EX-99.1

Oceaneering Reports First Quarter 2024 Results

Exhibit 99.1 Oceaneering Reports First Quarter 2024 Results HOUSTON, April 24, 2024 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $15.1 million, or $0.15 per share, on revenue of $599 million for the three months ended March 31, 2024. Adjusted net income was $13.9 million, or $0.14 per share, reflecting the positive impact of $(2.2) million in foreign ex

April 24, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commi

March 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

February 27, 2024 EX-99.1

Oceaneering Appoints New Member to Its Board of Directors

Exhibit 99.1 Oceaneering Appoints New Member to Its Board of Directors February 27, 2024 – Houston, Texas – Oceaneering International, Inc. (NYSE: OII) today announced that Ms. Reema Poddar has been elected to its Board of Directors as an independent, non-executive director in Class I, effective as of February 22, 2024. Ms. Poddar has also been appointed to the Nominating, Corporate Governance and

February 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 OCEANEERING INT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

February 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 OCEANEERING INT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

February 23, 2024 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make t

February 23, 2024 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal executiv

February 23, 2024 EX-97.01

Policy for the Recovery of Erroneously Awarded Compensation

Exhibit 97.01 OCEANEERING INTERNATIONAL, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.Purpose. The purpose of this Policy is to describe circumstances in which the Company will recover Erroneously Awarded Compensation and the process for such recovery. This Policy is intended to comply with (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 20

February 23, 2024 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial of

February 23, 2024 EX-4.01

Description of Common Stock

Exhibit 4.01 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Oceaneering International, Inc., a Delaware corporation (“Oceaneering,” “we,” “our” or “us”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.25 per share (our “common stock”). The

February 23, 2024 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the s

February 23, 2024 EX-21.01

Subsidiaries of Oceaneering

Exhibit 21.01 SUBSIDIARIES OF OCEANEERING INTERNATIONAL, INC. Subsidiaries Percentage of Ownership by Oceaneering International, Inc. Jurisdiction of Organization Oceaneering Angola, S.A. 45% Angola Marine Production Systems Do Brasil Ltda. 100% Brazil Marine Production Systems, Ltd. 100% Delaware Oceaneering Canada Limited 100% Delaware C & C Technologies, Inc. 100% Louisiana Oceaneering Holdings

February 23, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIONAL,

February 23, 2024 EX-23.01

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statements on Form S-8 Reg. Nos. 333-98211 and 333-174078 pertaining to the Oceaneering International, Inc. Retirement Investment Plan, (2)Registration Statements on Form S-8 Reg. Nos. 333-166612 and 333-217691 pertaining to t

February 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 OCEANEERING INT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

February 22, 2024 EX-99.1

Oceaneering Reports Fourth Quarter 2023 Results

Exhibit 99.1 Oceaneering Reports Fourth Quarter 2023 Results HOUSTON, February 22, 2024 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $44.5 million, or $0.43 per share, on revenue of $655 million for the three months ended December 31, 2023. Adjusted net income was $19.4 million, or $0.19 per share, reflecting the impact of $(23.7) million benefit from d

February 13, 2024 SC 13G/A

OII / Oceaneering International, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01587-oceaneeringinternati.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Oceaneering International Inc Title of Class of Securities: Common Stock CUSIP Number: 675232102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate

December 22, 2023 424B3

OCEANEERING INTERNATIONAL, INC. Offer to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Registered Notes REGISTERED NOTES RESTRICTED NOTE

Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-275917 OCEANEERING INTERNATIONAL, INC. Offer to Exchange the Notes Set Forth Below Registered Under the Securities Act of 1933, as amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Registered Notes REGISTERED NOTES RESTRICTED NOTES $200,000,000 6.000% Senior Notes due 2028 (CUSIP No. 675232

December 20, 2023 CORRESP

OCEANEERING INTERNATIONAL, INC. 5875 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086

OCEANEERING INTERNATIONAL, INC. 5875 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086 December 20, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Request for Acceleration of Effectiveness of Oceaneering International, Inc.’s Registration Statement on Form S-4 (File No. 333-275917) filed on December 6, 2023. Ladies and Gen

December 20, 2023 CORRESP

OCEANEERING INTERNATIONAL, INC. 5875 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086

OCEANEERING INTERNATIONAL, INC. 5875 North Sam Houston Parkway West, Suite 400 Houston, Texas 77086 December 20, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Oceaneering International, Inc. Registration Statement on Form S-4 Filed December 6, 2023 File No. 333-275917 Ladies and Gentlemen: In connection with the above referenced Regis

December 6, 2023 EX-FILING FEES

Filing Fee Exhibit

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Oceaneering International, Inc.

December 6, 2023 EX-25.1

Statement of Eligibility of Computershare Trust Company, N.A., as Trustee, with respect to the Indenture, dated November 21, 2014

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) N

December 6, 2023 S-4

As filed with the Securities and Exchange Commission on December 6, 2023

S-4 Table of Contents As filed with the Securities and Exchange Commission on December 6, 2023 Registration No.

December 6, 2023 EX-99.1

Form of Letter of Transmittal

Exhibit 99.1 OCEANEERING INTERNATIONAL, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE $200,000,000 PRINCIPAL AMOUNT OF ITS 6.000% SENIOR NOTES DUE 2028 (CUSIP NUMBER 675232 AD4), THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 6.000% SENIOR NOTES DUE 2028 (CUSIP NUMBERS 675232 AC6 AND U6749M AA9) THE EXCHANGE OFFER AND WIT

November 17, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

November 6, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

October 27, 2023 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

October 27, 2023 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal e

October 27, 2023 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

October 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERN

October 27, 2023 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal finan

October 25, 2023 EX-99.1

Oceaneering Reports Third Quarter 2023 Results

Exhibit 99.1 Oceaneering Reports Third Quarter 2023 Results HOUSTON, October 25, 2023 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $29.8 million, or $0.29 per share, on revenue of $635 million for the three months ended September 30, 2023. Adjusted net income was $38.5 million, or $0.38 per share, reflecting the impact of $(0.9) million of pre-tax adjus

October 25, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

October 4, 2023 EX-4.5

Registration Rights Agreement, dated October 2, 2023, between Oceaneering International, Inc. and J.P. Morgan Securities LLC, as representative of the several initial purchasers

Exhibit 4.5 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated October 2, 2023 (this “Agreement”) is entered into between Oceaneering International, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (

October 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 OCEANEERING INTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Comm

October 4, 2023 EX-4.3

Third Supplemental Indenture, dated October 2, 2023, between Oceaneering International, Inc. and Computershare Trust Company, N.A., as trustee, with respect to 6.000% Senior Notes due 2028

Exhibit 4.3 Execution Version THIRD SUPPLEMENTAL INDENTURE between OCEANEERING INTERNATIONAL, INC. as Issuer and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 6.000% Senior Notes due 2028 October 2, 2023 OCEANEERING INTERNATIONAL, INC. THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 2, 2023 (the “Third Supplemental Indenture”), between Oceaneering International,

September 22, 2023 EX-99.1

Oceaneering Announces Pricing of Private Offering of $200 Million of Senior Notes

Exhibit 99.1 PRESS RELEASE Oceaneering Announces Pricing of Private Offering of $200 Million of Senior Notes HOUSTON, September 21, 2023 — Oceaneering International, Inc. (“Oceaneering”) (NYSE: OII) announced today the pricing of its previously announced offering of $200,000,000 aggregate principal amount of additional 6.000% Senior Notes due 2028 (the “2028 Notes”) in a private placement to eligi

September 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 OCEANEERING IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (C

September 22, 2023 EX-10.1

Purchase Agreement, dated September 21, 2023, between Oceaneering International, Inc. and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein.

Exhibit 10.1 Execution Version $200,000,000 Oceaneering International, Inc. 6.000% Senior Notes due 2028 Purchase Agreement September 21, 2023 J.P. Morgan Securities LLC As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Oceaneering International, Inc., a Delaware corporati

September 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 OCEANEERING IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (C

September 20, 2023 EX-99.2

Oceaneering Announces Cash Tender Offer for Any and All of its Outstanding 4.650% Senior Notes due 2024

Exhibit 99.2 PRESS RELEASE Oceaneering Announces Cash Tender Offer for Any and All of its Outstanding 4.650% Senior Notes due 2024 HOUSTON, September 20, 2023 — Oceaneering International, Inc. (“Oceaneering”) (NYSE: OII) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 4.650% Senior Notes due 2024 (the “Notes”) for the consideration described bel

September 20, 2023 EX-10.1

Agreement and Amendment No. 1 to Credit Agreement, dated as of September 20, 2023, among Oceaneering International, Inc., as borrower, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent

Exhibit 10.1 Execution Version AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT This AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”) entered into and dated as of September 20, 2023 is among Oceaneering International, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), the Lenders

September 20, 2023 EX-99.1

Oceaneering Announces Private Offering of $200 Million of Senior Notes

Exhibit 99.1 PRESS RELEASE Oceaneering Announces Private Offering of $200 Million of Senior Notes HOUSTON, September 20, 2023 — Oceaneering International, Inc. (“Oceaneering”) (NYSE: OII) announced today that it intends to offer $200,000,000 aggregate principal amount of additional 6.000% Senior Notes due 2028 (the “2028 Notes”) in a private placement to eligible purchasers. The 2028 Notes will co

August 30, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Comm

July 28, 2023 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

July 28, 2023 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execut

July 28, 2023 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

July 28, 2023 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

July 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATION

July 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 OCEANEERING INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commis

July 26, 2023 EX-99.1

Oceaneering Reports Second Quarter 2023 Results

Exhibit 99.1 Oceaneering Reports Second Quarter 2023 Results HOUSTON, July 26, 2023 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $19.0 million, or $0.19 per share, on revenue of $598 million for the three months ended June 30, 2023. Adjusted net income was $18.7 million, or $0.18 per share, reflecting the impact of $4.8 million of pre-tax adjustments as

July 10, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

June 23, 2023 11-K

FORM 11-K

FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR [] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

May 31, 2023 EX-1.01

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this “Report”) of Oceaneering International, Inc. has been prepared pursuant to Rule 13p-1 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (together with Form SD adopted by the SEC pursuant to its Release No. 34-67716, the “Rule”), for th

May 31, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-10945 (Commission File Number) 95-2628227 (IRS Employer Identification No.) 5875 North Sam Houston Parkway West, Suite 400 Housto

May 17, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

May 5, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commissi

April 28, 2023 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th

April 28, 2023 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

April 28, 2023 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execu

April 28, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIO

April 28, 2023 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

April 26, 2023 EX-99.1

Oceaneering Reports First Quarter 2023 Results

Exhibit 99.1 Oceaneering Reports First Quarter 2023 Results HOUSTON, April 26, 2023 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $4.1 million, or $0.04 per share, on revenue of $537 million for the three months ended March 31, 2023. Adjusted net income was $5.4 million, or $0.05 per share, reflecting the impact of $0.3 million of pre-tax adjustments ass

April 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 OCEANEERING INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commi

April 7, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State

March 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 OCEANEERING INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commi

February 27, 2023 EX-10.1

Restricted Stock Unit Agreement

Exhibit 10.1 Restricted Stock Units 2023 RESTRICTED STOCK UNIT AGREEMENT This 2023 RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Award”) of units (the “Restricted Stock Units”), each representing the right to receive one share of C

February 27, 2023 EX-10.3

Form Nonemployee Director Restricted Stock Agreement

Exhibit 10.3 Shares NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT This NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), a nonemployee Director, regarding an award (this “Award”) of shares of Common Stock (as defined in the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such

February 27, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

February 27, 2023 EX-10.5

2023 Annual Cash Bonus Award Program Summary

Exhibit 10.5 OCEANEERING INTERNATIONAL, INC. 2023 ANNUAL CASH BONUS AWARD PROGRAM SUMMARY The Compensation Committee (the “Committee”) of the Board of Directors of Oceaneering International, Inc. (“Oceaneering,” and together with its subsidiaries, the “Company”) approved a 2023 Annual Cash Bonus Award Program (the “Program”) for Employees selected by the Committee, under Oceaneering’s 2020 Incenti

February 27, 2023 EX-10.4

2023 Nonemployee Director Restricted Stock Agreement

Exhibit 10.4 Shares NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT This NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), a nonemployee Director, regarding an award (this “Award”) of shares of Common Stock (as defined in the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such

February 27, 2023 EX-10.2

Form Performance Unit Agreement

Exhibit 10.2 Performance Units 2023 PERFORMANCE UNIT AGREEMENT This 2023 PERFORMANCE UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Performance Award”) of units (the “Performance Units”), each representing an initial notional value of $100, under t

February 24, 2023 EX-4.01

Description of Common Stock

Exhibit 4.01 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Oceaneering International, Inc., a Delaware corporation (“Oceaneering,” “we,” “our” or “us”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.25 per share (our “common stock”). The

February 24, 2023 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal executiv

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIONAL,

February 24, 2023 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the s

February 24, 2023 EX-23.01

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statements on Form S-8 Reg. Nos. 333-98211 and 333-174078 pertaining to the Oceaneering International, Inc. Retirement Investment Plan, (2)Registration Statements on Form S-8 Reg. Nos. 333-166612 and 333-217691 pertaining to t

February 24, 2023 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial of

February 24, 2023 EX-21.01

Subsidiaries of Oceaneering

Exhibit 21.01 SUBSIDIARIES OF OCEANEERING INTERNATIONAL, INC. Subsidiaries Percentage of Ownership by Oceaneering International, Inc. Jurisdiction of Organization Oceaneering Angola, S.A. 45% Angola Marine Production Systems Do Brasil Ltda. 100% Brazil Marine Production Systems, Ltd. 100% Delaware Oceaneering Canada Limited 100% Delaware C & C Technologies, Inc. 100% Louisiana Oceaneering Holdings

February 24, 2023 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make t

February 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 OCEANEERING INT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

February 23, 2023 EX-99.1

Oceaneering Reports Fourth Quarter 2022 Results

Exhibit 99.1 Oceaneering Reports Fourth Quarter 2022 Results HOUSTON, February 23, 2023 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $23.1 million, or $0.23 per share, on revenue of $536 million for the three months ended December 31, 2022. Adjusted net income was $6.4 million, or $0.06 per share, reflecting the impact of $0.2 million of pre-tax adjustm

February 9, 2023 SC 13G/A

OII / Oceaneering International Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01555-oceaneeringinternati.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Oceaneering International Inc. Title of Class of Securities: Common Stock CUSIP Number: 675232102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriat

December 7, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

November 18, 2022 EX-3.01

Amended and Restated Bylaws

Exhibit 3.01 AMENDED AND RESTATED BYLAWS OF OCEANEERING INTERNATIONAL, INC. Amended Through November 17, 2022 TABLE OF CONTENTS Page No. ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meetings 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meetings 1 Section 1.4 Adjournments; Postponements 2 Section 1.5 Quorum 2 Section 1.6 Organization 3 Section 1.7 Voting; Proxies 3 Section 1.8 Fixing Date

November 18, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

October 28, 2022 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

October 28, 2022 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal finan

October 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERN

October 28, 2022 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

October 28, 2022 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal e

October 26, 2022 EX-99.1

Oceaneering Reports Third Quarter 2022 Results

Exhibit 99.1 Oceaneering Reports Third Quarter 2022 Results HOUSTON, October 26, 2022 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $18.3 million, or $0.18 per share, on revenue of $560 million for the three months ended September 30, 2022. Adjusted net income was $23.7 million, or $0.23 per share, reflecting the impact of $1.1 million of pre-tax adjustm

October 26, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2022 OCEANEERING INTE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

October 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

September 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (C

August 30, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Comm

August 24, 2022 EX-99.1

Oceaneering Announces the Promotion of Benjamin M. Laura to Senior Vice President and Chief Innovation Officer

Exhibit 99.1 Oceaneering Announces the Promotion of Benjamin M. Laura to Senior Vice President and Chief Innovation Officer HOUSTON, August 24, 2022 ? Oceaneering International, Inc. (?Oceaneering?) (NYSE:OII) announced today that Benjamin M. Laura, who currently serves as Oceaneering?s Senior Vice President, Offshore Projects Group, has been promoted to Senior Vice President and Chief Innovation

August 24, 2022 CORRESP

FOIA Confidential Treatment Requested by Oceaneering International, Inc. Pursuant to 17 C.F.R. § 200.83

FOIA Confidential Treatment Requested by Oceaneering International, Inc. Pursuant to 17 C.F.R. ? 200.83 OCEANEERING INTERNATIONAL, INC. 11911 FM 529 Houston, Texas 77041 August 24, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Purcell and Ethan Horowitz RE: Oc

August 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Comm

August 8, 2022 CORRESP

OCEANEERING INTERNATIONAL, INC. 11911 FM 529 Houston, Texas 77041 August 8, 2022

OCEANEERING INTERNATIONAL, INC. 11911 FM 529 Houston, Texas 77041 August 8, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Purcell and Ethan Horowitz RE: Oceaneering International, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 25, 20

July 29, 2022 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

July 29, 2022 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

July 29, 2022 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execut

July 29, 2022 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

July 29, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATION

July 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commis

July 27, 2022 EX-99.1

Oceaneering Reports Second Quarter 2022 Results

Exhibit 99.1 Oceaneering Reports Second Quarter 2022 Results HOUSTON, July 27, 2022 ? Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $3.7 million, or $0.04 per share, on revenue of $524 million for the three months ended June 30, 2022. Adjusted net income was $7.4 million, or $0.07 per share, reflecting the impact of $0.9 million of pre-tax adjustments asso

July 18, 2022 CORRESP

OCEANEERING INTERNATIONAL, INC. 11911 FM 529 Houston, Texas 77041 July 18, 2022

OCEANEERING INTERNATIONAL, INC. 11911 FM 529 Houston, Texas 77041 July 18, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Purcell and Ethan Horowitz RE: Oceaneering International, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 25, 202

June 22, 2022 11-K

FORM 11-K

FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR [] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

June 1, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

May 27, 2022 EX-1.01

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this ?Report?) of Oceaneering International, Inc. has been prepared pursuant to Rule 13p-1 promulgated by the U.S. Securities and Exchange Commission (the ?SEC?) under the Securities Exchange Act of 1934, as amended (together with Form SD adopted by the SEC pursuant to its Release No. 34-67716, the ?Rule?), for th

May 27, 2022 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-10945 (Commission File Number) 95-2628227 (IRS Employer Identification No.) 11911 FM 529 Houston, TX (Address of principal execut

May 17, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

April 29, 2022 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th

April 29, 2022 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

April 29, 2022 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execu

April 29, 2022 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended March 31, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

April 29, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIO

April 27, 2022 EX-99.1

Oceaneering Reports First Quarter 2022 Results

Exhibit 99.1 Oceaneering Reports First Quarter 2022 Results HOUSTON, April 27, 2022 ? Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported a net loss of $19.2 million, or $(0.19) per share, on revenue of $446 million for the three months ended March 31, 2022. Adjusted net loss was $6.4 million, or $(0.06) per share, reflecting the impact of $0.4 million of pre-tax adjustments

April 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commi

April 15, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 12, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commis

April 12, 2022 EX-99.1

Oceaneering Announces $215 million Sustainability-Linked Revolving Credit Facility

Exhibit 99.1 Oceaneering Announces $215 million Sustainability-Linked Revolving Credit Facility Houston, April 12, 2022?Oceaneering International, Inc. (?Oceaneering?) (NYSE:OII) today announced that it had entered into a new $215 million senior secured revolving credit facility (?Credit Facility?) that will mature in April 2026. This Credit Facility replaces Oceaneering?s prior credit facility, w

April 12, 2022 EX-10.1

Credit Agreement, dated as of April 8, 2022, among Oceaneering International, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

EXHIBIT 10.1 Execution Version Published CUSIP Number: 67523DAH1 Revolving Credit CUSIP Number: 67523DAJ7 $215,000,000 CREDIT AGREEMENT dated as of April 8, 2022, among OCEANEERING INTERNATIONAL, INC., as Borrower, THE LENDERS REFERRED TO HEREIN, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing Lender WELLS FARGO SECURITIES, LLC, DNB MARKETS, INC., and

March 21, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commi

March 1, 2022 EX-10.3

Nonemployee Director Restricted Stock Agreement

Exhibit 10.3 Shares NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT This NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this ?Agreement?) is between OCEANEERING INTERNATIONAL, INC. (the ?Company?) and (the ?Participant?), a nonemployee Director, regarding an award (this ?Award?) of shares of Common Stock (as defined in the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the ?Plan?), such

March 1, 2022 EX-10.1

Form of 2022 Restricted Stock Unit Agreement

Exhibit 10.1 Restricted Stock Units 2022 RESTRICTED STOCK UNIT AGREEMENT This 2022 RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?) is between OCEANEERING INTERNATIONAL, INC. (the ?Company?) and (the ?Participant?), an employee of the Company or one of its Subsidiaries, regarding an award (this ?Award?) of units (the ?Restricted Stock Units?), each representing the right to receive one share of

March 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

March 1, 2022 EX-10.2

Form of 2022 Performance Unit Agreement

Exhibit 10.2 Performance Units 2022 PERFORMANCE UNIT AGREEMENT This 2022 PERFORMANCE UNIT AGREEMENT (this ?Agreement?) is between OCEANEERING INTERNATIONAL, INC. (the ?Company?) and (the ?Participant?), an employee of the Company or one of its Subsidiaries, regarding an award (this ?Performance Award?) of units (the ?Performance Units?), each representing an initial notional value of $100, under t

March 1, 2022 EX-10.4

2022 Annual Cash Bonus Award Program Summary

Exhibit 10.4 OCEANEERING INTERNATIONAL, INC. 2022 ANNUAL CASH BONUS AWARD PROGRAM SUMMARY The Compensation Committee (the ?Committee?) of the Board of Directors of Oceaneering International, Inc. (?Oceaneering,? and together with its subsidiaries, the ?Company?) approved a 2022 Annual Cash Bonus Award Program (the ?Program?) for Employees selected by the Committee, under Oceaneering?s 2020 Incenti

February 25, 2022 EX-23.01

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1)Registration Statements on Form S-8 Reg. Nos. 333-98211 and 333-174078 pertaining to the Oceaneering International, Inc. Retirement Investment Plan, (2)Registration Statements on Form S-8 Reg. Nos. 333-166612 and 333-217691 pertaining to t

February 25, 2022 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the s

February 25, 2022 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Oceaneering International, Inc. for the year ended December 31, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make t

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATIONAL,

February 25, 2022 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal executiv

February 25, 2022 EX-21.01

Subsidiaries of Oceaneering

Exhibit 21.01 SUBSIDIARIES OF OCEANEERING INTERNATIONAL, INC. Subsidiaries Percentage of Ownership by Oceaneering International, Inc. Jurisdiction of Organization Oceaneering Angola, S.A. 45% Angola Oceaneering Australia Pty. Limited 100% Australia Marine Production Systems Do Brasil Ltda. 100% Brazil Grayloc Products Canada Ltd. 100% Canada Marine Production Systems, Ltd. 100% Delaware Oceaneerin

February 25, 2022 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial of

February 25, 2022 EX-4.01

Description of Common Stock

Exhibit 4.01 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Oceaneering International, Inc., a Delaware corporation (?Oceaneering,? ?we,? ?our? or ?us?), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): common stock, par value $0.25 per share (our ?common stock?). The

February 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

February 24, 2022 EX-99.1

Oceaneering Reports Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 Oceaneering Reports Fourth Quarter and Full Year 2021 Results HOUSTON, February 24, 2022 ? Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported a net loss of $38.8 million, or $(0.39) per share, on revenue of $467 million for the three months ended December 31, 2021. Adjusted net income was $5.0 million, or $0.05 per share, reflecting the impact of $30.6 million o

February 10, 2022 SC 13G/A

OII / Oceaneering International Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Oceaneering International Inc. Title of Class of Securities: Common Stock CUSIP Number: 675232102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule

January 6, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Comm

January 6, 2022 EX-99.1

Oceaneering’s Integrity Management and Digital Solutions Segment Announces Fourth Quarter 2021 Contracts Exceeding $80 Million

Exhibit 99.1 Oceaneering?s Integrity Management and Digital Solutions Segment Announces Fourth Quarter 2021 Contracts Exceeding $80 Million Houston, January 06, 2022 - Oceaneering International, Inc. (NYSE:OII) announces that it has been awarded multiple contracts for its Integrity Management and Digital Solutions (IMDS) segment with over $80 million booked in the fourth quarter of 2021. The major

December 20, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

November 24, 2021 S-3ASR

As filed with the Securities and Exchange Commission on November 24, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 24, 2021 Registration No.

November 24, 2021 EX-25.1

Statement of Eligibility of Trustee under the Indenture on Form T-1.

EX-25.1 4 d129769dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☒ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of tr

October 29, 2021 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal e

October 29, 2021 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal finan

October 29, 2021 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

October 29, 2021 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended September 30, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to mak

October 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERN

October 27, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Com

October 27, 2021 EX-99.1

Oceaneering Reports Third Quarter 2021 Results

Exhibit 99.1 Oceaneering Reports Third Quarter 2021 Results HOUSTON, October 27, 2021 ? Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported a net loss of $7.4 million, or $(0.07) per share, on revenue of $467 million for the three months ended September 30, 2021. Adjusted net loss was $1.4 million, or $(0.01) per share, reflecting the impact of $0.3 million of pre-tax adjustm

September 1, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Co

August 24, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Comm

July 30, 2021 EX-31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

Exhibit 31.02 CERTIFICATION I, Alan R. Curtis, principal financial officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

July 30, 2021 EX-32.02

Section 1350 certification of principal financial officer

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Curtis, principal financial

July 30, 2021 EX-10.01

Amendment No. 3 to Amended and Restated Oceaneering International, Inc. Retirement Investment Plan

Exhibit 10.01 THIRD AMENDMENT TO OCEANEERING RETIREMENT INVESTMENT PLAN (As Amended and Restated Effective January 1, 2019) Oceaneering International, Inc., a Delaware corporation (the ?Company?), having established the Oceaneering Retirement Investment Plan, as amended and restated effective January 1, 2019, and thereafter amended (the ?Plan?), and having reserved the right under Section 7.1 ther

July 30, 2021 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execut

July 30, 2021 EX-31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

Exhibit 31.01 CERTIFICATION I, Roderick A. Larson, principal executive officer of Oceaneering International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Oceaneering International, Inc. for the quarter ended June 30, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

July 30, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-10945 OCEANEERING INTERNATION

July 28, 2021 EX-99.1

Oceaneering Reports Second Quarter 2021 Results

Exhibit 99.1 Oceaneering Reports Second Quarter 2021 Results HOUSTON, July 28, 2021 ? Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $6.2 million, or $0.06 per share, on revenue of $498 million for the three months ended June 30, 2021. Adjusted net income was $10.4 million, or $0.10 per share, reflecting the impact of $3.2 million of pre-tax adjustments ass

July 28, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commis

June 22, 2021 11-K

FORM 11-K

FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

May 28, 2021 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-10945 (Commission File Number) 95-2628227 (IRS Employer Identification No.) 11911 FM 529 Houston, TX (Address of principal execut

May 28, 2021 EX-1.01

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction This Conflict Minerals Report (this ?Report?) of Oceaneering International, Inc. has been prepared pursuant to Rule 13p-1 promulgated by the U.S. Securities and Exchange Commission (the ?SEC?) under the Securities Exchange Act of 1934, as amended (together with Form SD adopted by the SEC pursuant to its Release No. 34-67716, the ?Rule?), for th

May 27, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

May 11, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commissi

May 10, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 OCEANEERING INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-10945 95-2628227 (State or other jurisdiction of incorporation) (Commiss

April 30, 2021 EX-32.01

Section 1350 certification of principal executive officer

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Oceaneering International, Inc. ("Oceaneering") on Form 10-Q for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roderick A. Larson, principal execu

Other Listings
GB:0KAN US$ 24.70
DE:OII € 20.80
Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista