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    SEC Form 11-K filed by Oceaneering International Inc.

    6/26/25 5:00:43 PM ET
    $OII
    Oilfield Services/Equipment
    Energy
    Get the next $OII alert in real time by email
    11-K 1 a202411-koceaneeringretire.htm 11-K OCEANEERING RETIREMENT INVESTMENT PLAN 2024 Document

    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____________________________.



    Commission file number 1-10945



    A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:

    OCEANEERING RETIREMENT INVESTMENT PLAN

    B.    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

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

    Oceaneering Retirement Investment Plan
    Form 11-K
    INDEX



                Report of Independent Registered Public Accounting Firm

                Statements of Net Assets Available for Benefits

                Statement of Changes in Net Assets Available for Benefits

                Notes to Financial Statements

                Supplemental Schedules:
    Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions
    Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)

                Signature

                    Exhibit Index




    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


    To the U.S. Benefits Administrative Committee of the
    Oceaneering Retirement Investment Plan

    Opinion on the Financial Statements

    We have audited the accompanying statements of net assets available for benefits of the Oceaneering Retirement Investment Plan as of December 31, 2024 and 2023, and the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of Oceaneering Retirement Investment Plan (the Plan) as of December 31, 2024 and 2023, and the changes in net assets available for benefits for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

    Basis for Opinion

    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

    Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    Supplemental Information

    The supplemental information contained in Schedule H, Line 4a – schedule of delinquent participant contributions and Schedule H, Line 4i – schedule of assets (held at end of year) has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.


    /s/ Harper & Pearson Company, P.C.

    HARPER & PEARSON COMPANY, P.C.
    We have served as the Plan’s auditor since 2014.
    Houston, Texas
    June 26, 2025
    harperpearson.com
    1

    OCEANEERING RETIREMENT INVESTMENT PLAN
    STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

    December 31,
    20242023
    Investments, at fair value$775,099,087 $677,292,082 
    Investments, at net asset value39,652,042 44,519,562 
    Total investments814,751,129 721,811,644 
    Receivables:
    Employer contributions438,641 372,732 
    Notes receivable from participants13,383,725 11,976,065 
    13,822,366 12,348,797 
    Net assets available for benefits$828,573,495 $734,160,441 


    The accompanying notes are an integral part of these financial statements.

    2

    OCEANEERING RETIREMENT INVESTMENT PLAN
    STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
    FOR THE YEAR ENDED December, 31, 2024


    Additions:
    Dividend and interest income$21,061,585 
    Interest income on notes receivable from participants909,202 
    Net appreciation in fair value of investments94,906,607 
    Contributions:
    Participant contributions37,931,134 
    Employer contributions24,486,221 
    Participant rollovers4,585,353 
    Total contributions67,002,708 
    Total Additions183,880,102 
    Deductions:
    Distributions(89,049,918)
    Administrative expenses(417,130)
    Total Deductions(89,467,048)
    Net increase in net assets available for benefits94,413,054 
    Net assets available for benefits, beginning of year734,160,441 
    Net assets available for benefits, end of year$828,573,495 


    The accompanying notes are an integral part of these financial statements.


    3


    OCEANEERING RETIREMENT INVESTMENT PLAN
    NOTES TO FINANCIAL STATEMENTS

    1. The Plan and Trust

    The following description of the Oceaneering Retirement Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

    The Plan is a defined contribution plan covering all employees who have completed three months of service (except employees who are paid exclusively on payrolls other than United States payrolls and temporary employees as defined in the Plan) with Oceaneering International, Inc. ("Oceaneering") and its subsidiaries.

    Oceaneering is the sponsor of the Plan as defined under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Fidelity Management Trust Company ("Fidelity") has served as the trustee of the Plan since January 1, 2019.

    The U.S. Benefits Administrative Committee (the “Administrative Committee”) is the Plan administrator and the ERISA named fiduciary of the Plan. The Administrative Committee currently consists of six persons appointed by the Board of Directors of Oceaneering. Audit fee expenses associated with the Plan's financial statements are paid by the Plan. Participant loan fees are paid from the account of the participant requesting the loan and are classified as administrative expenses. Any expense incurred in connection with the purchase and sale of securities for Plan funds are paid by the Plan and netted against investment income. All other expenses of the Plan are paid by the Plan.

    Participants have the option of investing their contributions among 33 funds: one common/collective fund, one money market fund, 30 mutual funds, and the Oceaneering International, Inc. common stock fund (which consists of Oceaneering International, Inc. common stock ("Oceaneering Stock") and a short-term investment fund).

    Participants may elect to receive, in their Plan accounts, a cash distribution attributable to dividends paid with respect to Oceaneering Stock held in their Plan accounts or to have such dividends reinvested in Oceaneering Stock. In the absence of an election, dividends are reinvested in Oceaneering Stock. Oceaneering's Board of Directors has not declared quarterly dividends since 2017; however, they review Oceaneering's dividend position on a quarterly basis. The payment of future dividends will depend on Oceaneering's results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions and other factors deemed relevant by Oceaneering's Board of Directors.

    Participants may contribute, on a pre-tax or Roth after-tax basis, up to 80% of their compensation, as defined in the Plan document, per plan year up to the maximum deferrable amount allowed by the Internal Revenue Code of 1986, as amended (the "Code"). Eligible employees who have not made an election to defer a portion of their compensation, or have not affirmatively elected not to defer any of their compensation, are automatically enrolled in the Plan following three months of employment, and 3% of their compensation is contributed to the Plan. Their Plan accounts are invested in the American Funds Target Date Fund (the “Target Date Fund”) based on the participant's date of birth unless and until the participant directs otherwise. Absent an election to cease deferrals or contribute a different percentage, the participant's contribution level increases by 1% each year thereafter until it reaches 6%.
    Oceaneering's employer matched contribution amount is equal to 100% on the first 6% of participants' eligible compensation contributed to the Plan. During the periods presented, Oceaneering's matching contributions have been made in cash and have been deposited directly into the fund options chosen by the participants for the investment of their pre-tax deferrals or Roth after-tax contributions to the Plan or the applicable Target Date Fund.
    The Plan provides that each fund's income (loss) shall be allocated daily to the individual participants in the proportion that the individual participant's account balance in such fund bears to the total balance of that fund, after reducing the participant's account by any distributions.

    Participants may borrow from their Plan accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loan maturities may not exceed five years, unless the loan is used to acquire a principal residence. The loan maturities for the purchase of a principal residence may not exceed 10 years. Loans are secured by the balance in the applicable participant's account. All loans bear a commercially
    4


    reasonable rate of interest, which the employer has determined to be the prime rate as published by Reuters plus 1.0%. Interest rates for loans range between 2.9% and 9.5% as of December 31, 2024. Principal and interest are paid through payroll deductions.

    The Plan pays lump-sum benefits or installment payments on retirement, death or termination of employment. In-service withdrawals may be made by a participant who has attained age 59½ or is disabled. The Plan also permits hardship distributions. The Plan permits partial distributions on termination of employment.
    The Plan provides that the entire amount of participant contributions and related earnings is fully vested, and that employer contributions and related earnings vest according to the following schedule:

    Years of ServiceVested Percentage
    Less than two0%
    At least two100%

    Upon termination of employment for any reason prior to age 55, other than due to death or disability, the non-vested portion of a participant's employer contribution account is forfeited on the earlier of (a) the last day of the plan year in which the participant incurs five consecutive 1-Year Breaks in Service (as defined in the Plan) or (b) the date the participant receives a distribution of his or her entire vested account balance. The amount of any forfeiture, including income attributable thereto, will be used to reduce subsequent employer contributions under the Plan. The Plan provides for reinstatement of forfeitures pursuant to a specific formula for participants who are reemployed prior to incurring five consecutive 1-Year Breaks in Service.

    Included in net assets available for benefits at December 31, 2024 and 2023, respectively, were forfeitures in the amount of $728,775 and $574,024. For the years ended December 31, 2024 and 2023, respectively, forfeitures of $700,000 and $600,000 were used to reduce employer matching contributions.

    Oceaneering may amend or modify the Plan at any time, except that no amendment or modification may have the effect of transferring to Oceaneering or any participating employer any interest or ownership of the Plan's net assets or of permitting the Plan's net assets to be used for purposes other than the exclusive benefit of the participants. No amendment shall decrease the account of any participant, and no amendment may change the Plan's vesting schedule, unless each participant having not less than two years of service is permitted to elect to have the vested portion of his or her account computed under the Plan without regard to the amendment. On any termination of the Plan, each participant for whom the Plan is terminated would be 100% vested in all accounts and would receive benefits under the Plan based on his or her account balances accumulated to the date of the termination of the Plan, including the full amount of shares of Oceaneering Stock and cash then credited to his or her account. Any administrative costs or expenses incurred incident to the final liquidation of the Plan will be paid by Oceaneering, except that in the case of bankruptcy or insolvency of Oceaneering, such expenses would be paid by the Plan.

    2. Accounting Policies

    The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The records of the Plan are maintained on a cash basis of accounting and are converted to the accrual basis using information provided by the Plan trustee. Benefit payments are recorded when paid.

    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedule. Actual results could differ from those estimates.

    Purchases and sales of securities are recorded on a trade-date basis. Interest income is reported on the accrual basis. Dividends are accrued on the ex-dividend date.

    Certain investments are carried at fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement,” includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
    5


    quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described as follows:

    Level 1 - Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities;

    Level 2 - Inputs, other than quoted prices in active markets for identical assets and liabilities, that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

    •quoted prices for similar assets and liabilities in active markets;
    •quoted prices for identical or similar assets or liabilities in markets that are not active;
    •observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals);
    •inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

    Level 3 - Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management's own determinations about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

    The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Plan has no assets measured by Level 2 or Level 3 of the fair value hierarchy.

    3. Investment Valuations

    Fair Value - The following is a description of the valuation methodologies used for certain investments measured at fair value. There have been no changes in the methodologies used during 2024 and 2023.

    –Mutual funds: Valued at the quoted net asset value of shares held by the Plan at the financial statement date reported on an active market. Mutual funds are categorized as Level 1 investments;

    –Oceaneering Stock fund: Oceaneering shares are valued based on quoted market price at the financial statement date, as reported on the New York Stock Exchange. Oceaneering Stock is categorized as a Level 1 investment. The balance of the fund is in cash or cash equivalents; and

    –Money market fund: The Vanguard Treasury Money Market Fund seeks to maintain a constant net asset value of $1 per unit and is valued at the quoted net asset value of shares held by the Plan at the financial statement date reported on an active market. Money market funds are categorized as Level 1 investments.

    The following table sets forth by level, within the fair value hierarchy, the Plan's investments carried at fair value as of December 31, 2024.
    Level 1Level 2Level 3Total
    Mutual funds$644,708,548 $— $— $644,708,548 
    Company stock fund116,718,835 — — 116,718,835 
    Money market fund13,671,704 — — 13,671,704 
    Total investments at fair value$775,099,087 $— $— $775,099,087 

    6


    The following table sets forth by level, within the fair value hierarchy, the Plan's investments carried at fair value as of December 31, 2023.
    Level 1Level 2Level 3Total
    Mutual funds$553,610,170 $— $— $553,610,170 
    Company stock fund112,539,350 — — 112,539,350 
    Money market fund11,142,562 — — 11,142,562 
    Total investments at fair value$677,292,082 $— $— $677,292,082 

    There were no significant transfers in and/or out of the fair value categories during 2024 and 2023.

    Common Collective Trust Fund - The Galliard Stable Return Fund Q (the "Q Fund") is a common collective trust fund that invests all of its assets in the Galliard Stable Return Fund Core (the "Master Fund"), a common collective fund sponsored by Allspring Global Investments. The Master Fund is offered exclusively to defined contribution retirement plans and government deferred compensation plans. The Master Fund primarily invests in investment contracts, such as traditional guaranteed investment contracts ("GICs"), security backed investment contracts ("Synthetic GICs") and separate account GICs. The net asset value ("NAV"), as provided by the Plan trustee, is used as a practical expedient to estimate fair value of participation units held by the Plan at the end of the year in the common collective trust fund. The NAV is based on the fair value of the underlying investments, less its liabilities. Since the NAV per share practical expedient is used to value these investments, they are not classified in the fair value hierarchy. For investments measured at NAV, there are no unfunded commitments. Investments may be redeemed daily with no notice period.

    All of the asset-backed contracts held in the common collective trust are fully participating contracts. In a fully participating contract, the asset and liability risks may be transferred from a protective contract issued by a bank or insurance company, referred to as a "wrap," to the common collective trust in the event of a termination or non-participant-directed withdrawal, transfer or loan. The wrap provider may terminate the contract and settle at an amount different from the contract value if the wrap provider of the common collective trust is unable to meet the terms of the wrap contract. The likelihood of such events happening is not probable.

    4. Risks and Uncertainties

    The Plan provides for various investments in the Oceaneering Stock fund, common/collective funds, mutual funds and money market funds. Investment securities, in general, are exposed to various risks, including, among others, interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts recorded in the Statements of Net Assets Available for Benefits, Statement of Changes in Net Assets, and participant account balances.

    5. Related-Party Transactions
    Certain investments of the Plan are managed by Fidelity. Fidelity is the trustee of the Plan and, therefore, these transactions are party-in-interest transactions. Additionally, a portion of the Plan's assets is invested in Oceaneering Stock. Because Oceaneering is the Plan sponsor, transactions involving Oceaneering Stock are party-in-interest transactions. All of these transactions are exempt from the prohibited transactions rules under ERISA pursuant to an exemption set forth in those rules.

    6. Income Tax Status

    The Plan has received a favorable determination letter from the Internal Revenue Service ("IRS") dated January 21, 2015 stating that the Plan is qualified under Section 401(a) of the Code and that the related trust is exempt from taxation. The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. The Plan administrator believes the Plan, as amended, has been designed and is being operated in compliance with the applicable requirements of the Code.

    7


    U.S. GAAP requires Plan management to evaluate uncertain tax positions taken on behalf of the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that, as of December 31, 2024, there are no uncertain positions taken or expected to be taken. No interest or penalties related to uncertain tax positions have been recognized on behalf of the Plan. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

    7. Reconciliation of Financial Statements to Form 5500

    At December 31, 2024 and 2023, there were no reconciling items from the financial statements to Form 5500.

    8. Subsequent Events

    The Plan's administrator evaluated subsequent events from December 31, 2024 through June 26, 2025, the date these financial statements were issued. During this period, there have been no other significant subsequent events that require adjustments to or disclosure in the financial statements as of December 31, 2024, or for the year then ended, except for the following:

    Effective August 1, 2025, the Plan will discontinue offering Oceaneering stock as an investment option to participants for future contributions or transfers. Participants may choose to keep their existing balance in the Oceaneering Stock fund or transfer it to another available option within the Plan. If a participant does not actively select a new investment for future contributions, they will automatically be directed to the plan’s Qualified Default Investment Alternative ("QDIA"), which is the Target Date Fund, selected based on the participant's projected retirement age.



    8


    Oceaneering Retirement Investment Plan
    Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions
    EIN: 95-2628227 PN: 003
    December 31, 2024


    Plan YearParticipant Contributions and Loan Repayments Transferred Late to the PlanTotal that Constitutes Nonexempt Prohibited Transactions
    Total Fully Corrected Under VFCP and PTE 2002-51 (1)
    Contributions Not CorrectedContributions Corrected Outside of VFCPContributions Pending Correction in VFCP
    2023$— $— $— $— $1,852 
    (1) - Represents delinquent participation contributions from 2023 pay periods. The Company remitted lost earnings of $194 to the Plan during January 2024 and filed Form 5330, Return of Excise Taxes Related to Employee Benefit Plans, in July 2024.




    9

    Oceaneering Retirement Investment Plan
    Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
    EIN: 95-2628227 PN: 003
    December 31, 2024

    (c) Description of Investment including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value 
    (a)(b) Identity of Issue, Borrower, Lessor, or Similar Party(e) Current Value
    *Oceaneering International, Inc. Common Stock
    4,475,018 shares and cash
    $116,718,835 
    **Galliard Stable Return Fund QCommon/Collective Fund39,652,042 
    Vanguard Treasury Money Market FundMoney Market13,671,704 
    Carillon Eagle Mid Cap Growth Fund Class IMutual Fund20,844,970 
    American Funds Europacific Growth FundMutual Fund12,344,626 
    American Funds American Balanced Fund R6Mutual Fund17,504,488 
    DFA Global Real Estate Securities PortMutual Fund1,760,142 
    Victory Sycamore Small Company Opportunity Fund Class YMutual Fund6,476,251 
    Hotchkis & Wiley High Yield IMutual Fund1,543,207 
    MFS Value Fund R4Mutual Fund13,919,167 
    *Fidelity Mid Cap Index FundMutual Fund17,463,061 
    *Fidelity Small Cap Index FundMutual Fund11,288,045 
    *Fidelity 500 Index FundMutual Fund101,056,230 
    *Fidelity U.S. Bond Index FundMutual Fund5,439,946 
    *Fidelity Total International Index FundMutual Fund4,232,029 
    Vanguard Total International Bond Index Fund Admiral SharesMutual Fund519,011 
    Vanguard Inflation-Protected Securities Fund Admiral SharesMutual Fund1,142,588 
    Frost Total Return Bond Fund Institutional SharesMutual Fund14,381,121 
    T. Rowe Price Blue Chip Growth FundMutual Fund71,175,261 
    T. Rowe Price Mid Cap Value FundMutual Fund24,848,235 
    T. Rowe Price New Horizon Class AMutual Fund24,435,485 
    American Funds 2010 Target Date Retirement Fund Class R6Mutual Fund2,157,899 
    American Funds 2015 Target Date Retirement Fund Class R6Mutual Fund2,070,002 
    American Funds 2020 Target Date Retirement Fund Class R6Mutual Fund12,516,487 
    American Funds 2025 Target Date Retirement Fund Class R6Mutual Fund11,438,331 
    American Funds 2030 Target Date Retirement Fund Class R6Mutual Fund54,690,079 
    American Funds 2035 Target Date Retirement Fund Class R6Mutual Fund28,436,764 
    American Funds 2040 Target Date Retirement Fund Class R6Mutual Fund60,296,753 
    American Funds 2045 Target Date Retirement Fund Class R6Mutual Fund27,597,663 
    American Funds 2050 Target Date Retirement Fund Class R6Mutual Fund61,878,803 
    American Funds 2055 Target Date Retirement Fund Class R6Mutual Fund16,389,235 
    American Funds 2060 Target Date Retirement Fund Class R6Mutual Fund12,012,050 
    American Funds 2065 Target Date Retirement Fund Class R6Mutual Fund4,850,619 
    Total investments814,751,129 
    *Participant loansInterest rates ranging from 2.9% to 9.5% with varying maturity dates13,383,725 
    Total investments and participant loans$828,134,854 
    *Party-In-Interest
    **Valued at net asset value
    Note: Column (d) is not required for participant-directed investments.
    10



    SIGNATURE

    The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


        OCEANEERING RETIREMENT INVESTMENT PLAN



    Date: June 26, 2025     By: /s/ HOLLY D. KRIENDLER
            Holly D. Kriendler    
    Chair, U.S. Benefits Administrative Committee
            

    11


    EXHIBIT INDEX

    Exhibit No.Description
    23.1
    Consent of Harper & Pearson Company, P.C., Independent Registered Public Accounting Firm


    12
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      Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) President and Chief Executive Officer Roderick A. Larson is scheduled to present at the J.P. Morgan Energy, Power, Renewables & Mining Conference in New York on Tuesday, June 24, 2025. Mr. Larson, Senior Vice President and Chief Financial Officer Alan R. Curtis, and Senior Director, Investor Relations Hilary Frisbie will also meet with institutional investors. Oceaneering's First Quarter 2025 Investor Presentation is available on the Investor Relations page of Oceaneering's website at www.oceaneering.com. Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore

      6/17/25 7:59:00 AM ET
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      Oilfield Services/Equipment
      Energy

    $OII
    Insider Trading

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    • Director Beachy Karen H sold $100,382 worth of shares (5,300 units at $18.94), decreasing direct ownership by 14% to 32,616 units (SEC Form 4)

      4 - OCEANEERING INTERNATIONAL INC (0000073756) (Issuer)

      5/23/25 4:16:01 PM ET
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      Oilfield Services/Equipment
      Energy
    • Director Berry William B was granted 9,687 shares, increasing direct ownership by 11% to 96,632 units (SEC Form 4)

      4 - OCEANEERING INTERNATIONAL INC (0000073756) (Issuer)

      5/9/25 5:09:40 PM ET
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    • Director Beachy Karen H was granted 9,687 shares, increasing direct ownership by 34% to 37,916 units (SEC Form 4)

      4 - OCEANEERING INTERNATIONAL INC (0000073756) (Issuer)

      5/9/25 5:07:53 PM ET
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    • Oceaneering Intl upgraded by Pickering Energy Partners

      Pickering Energy Partners upgraded Oceaneering Intl from Underperform to Neutral

      4/2/25 8:23:38 AM ET
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      Oilfield Services/Equipment
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    • Oceaneering Intl downgraded by Citigroup with a new price target

      Citigroup downgraded Oceaneering Intl from Buy to Neutral and set a new price target of $30.00

      1/10/25 9:01:01 AM ET
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      Oilfield Services/Equipment
      Energy
    • Oceaneering Intl upgraded by Barclays with a new price target

      Barclays upgraded Oceaneering Intl from Underweight to Equal Weight and set a new price target of $26.00 from $22.00 previously

      12/18/24 7:39:46 AM ET
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      Oilfield Services/Equipment
      Energy

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    SEC Filings

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    • SEC Form 11-K filed by Oceaneering International Inc.

      11-K - OCEANEERING INTERNATIONAL INC (0000073756) (Filer)

      6/26/25 5:00:43 PM ET
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      Oilfield Services/Equipment
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    • Oceaneering International Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

      8-K - OCEANEERING INTERNATIONAL INC (0000073756) (Filer)

      6/6/25 5:02:43 PM ET
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      Oilfield Services/Equipment
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    • SEC Form SD filed by Oceaneering International Inc.

      SD - OCEANEERING INTERNATIONAL INC (0000073756) (Filer)

      5/29/25 4:23:21 PM ET
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      Energy

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    Leadership Updates

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    • Oceaneering Appoints William Merz to Succeed Philip Beierl as Senior Vice President, Aerospace and Defense Technologies

      Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) announced the appointment of William Merz to succeed Philip Beierl as Senior Vice President, Aerospace and Defense Technologies ("ADTech"), effective January 1, 2025. In his new role, Mr. Merz will have global responsibility for Oceaneering's ADTech business segment. Mr. Merz joined Oceaneering in January 2024 as Vice President of Operations, Aerospace and Defense Technologies. Prior to joining Oceaneering, Mr. Merz had a distinguished career in the U.S. Navy that included command of the U.S. Seventh Fleet and senior financial, requirements, and operations positions at the Pentagon. Mr. Merz currently serves on the Center for Nava

      12/19/24 5:01:00 PM ET
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      Oilfield Services/Equipment
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    • Oceaneering Acquires Global Design Innovation Ltd.

      Oceaneering International, Inc. (NYSE:OII) announced today that it has acquired Global Design Innovation Ltd. (GDi), a UK-based provider of digital and software services. This acquisition is a key step in Oceaneering's strategy to advance its digital capabilities and broaden the solutions available to its global clients. As the only provider certified by the United Kingdom Accreditation Service (UKAS) to perform remote visual inspection using point cloud data and photographic images, GDi brings advanced algorithms and data solutions that, when combined with Oceaneering's engineering expertise, will strengthen Oceaneering's ability to optimize asset management for clients in industries incl

      10/29/24 5:01:00 PM ET
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      Oilfield Services/Equipment
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    • Oceaneering Appoints New Member to Its Board of Directors

      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 Sustainability Committee of the Board. Her initial term of office will extend until Oceaneering's Annual Meeting of Shareholders in 2026. Ms. Poddar has 30 years of software industry experience, including product strategy, product development and digital business transformation. She has been recognized as a leader in data analytics, machine learning, artificial intelligence, cloud services, cyber secur

      2/27/24 5:01:00 PM ET
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      Energy

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    Financials

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    • Oceaneering Announces Dates for Second Quarter 2025 Earnings Release and Conference Call

      Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) announces that it will report financial results for the second quarter of 2025 on Wednesday, July 23, 2025, after the close of trading on the New York Stock Exchange. The earnings release will be available on Oceaneering's website at oceaneering.com. Oceaneering has scheduled a conference call and webcast related to its second quarter results for Thursday, July 24, 2025, at 10:00 a.m. Central Time. Interested parties may listen to the call through a webcast link posted in the Investor Relations section of Oceaneering's website. A replay of the conference call will be made available on the website approximately two hours following

      7/2/25 5:01:00 PM ET
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    • Falcon's Beyond Acquires Oceaneering Entertainment Systems (OES), Strengthening Position as a Global Leader in Advanced Ride and Show Systems

      Acquisition Accelerates Growth of Falcon's Attractions Division with Industry-Leading IP, Technology, Talent, Capabilities, and Facilities Falcon's Beyond Global, Inc. (NASDAQ:FBYD) ("Falcon's Beyond", "Falcon's" or the "Company"), a visionary leader in innovative and immersive storytelling announced today that Falcon's has acquired Oceaneering Entertainment Systems (OES), a division of Oceaneering International Inc. (NYSE:OII) ("OII"). This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250515196508/en/Falcon's Beyond team In the transaction, Falcon's purchased OES's global portfolio of patented technologies, proprietary engineering

      5/15/25 4:35:00 PM ET
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      Services-Misc. Amusement & Recreation
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    • Oceaneering to Participate at Citi's 2025 Spotlight on SMID Energy Day

      Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) announced today that Senior Vice President and Chief Financial Officer Alan R. Curtis and Senior Investor Relations Director Hilary Frisbie will meet with institutional investors at Citi's Spotlight on SMID Energy Day on May 22, 2025 in New York, NY. Oceaneering's first quarter 2025 Investor Presentation will be available on the Investor Relations page of Oceaneering's website at www.oceaneering.com after market close on Monday, May 19, 2025. Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries. For mor

      5/14/25 5:01:00 PM ET
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      Oilfield Services/Equipment
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    Large Ownership Changes

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    • SEC Form SC 13G/A filed by Oceaneering International Inc. (Amendment)

      SC 13G/A - OCEANEERING INTERNATIONAL INC (0000073756) (Subject)

      3/11/24 5:33:38 PM ET
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    • SEC Form SC 13G/A filed by Oceaneering International Inc. (Amendment)

      SC 13G/A - OCEANEERING INTERNATIONAL INC (0000073756) (Subject)

      2/13/24 5:09:45 PM ET
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    • SEC Form SC 13G/A filed by Oceaneering International Inc. (Amendment)

      SC 13G/A - OCEANEERING INTERNATIONAL INC (0000073756) (Subject)

      10/6/23 4:28:15 PM ET
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