OCEANEERING INTERNATIONAL INCfalse000007375600000737562026-06-242026-06-24
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 24, 2026
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | 1-10945 | 95-2628227 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | | | | | | | |
| 5875 North Sam Houston Parkway West, Suite 400 | | |
Houston, | TX | 77086 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (713) 329-4500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common stock, par value $0.25 per share | OII | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 24, 2026, Oceaneering International, Inc. (“Oceaneering”) issued a press release announcing the commencement of a proposed offering of senior notes (the “Offering”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.2 to this Current Report contains certain sections of the preliminary offering memorandum of Oceaneering relating to the Offering.
On June 24, 2026, Oceaneering also issued a press release announcing the commencement of the tender offer. A copy of the press release is furnished as Exhibit 99.3 to this Current Report.
The information furnished pursuant to this Item 7.01, including the exhibits hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| 99.1 | |
| 99.2 | |
| 99.3 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | OCEANEERING INTERNATIONAL, INC. |
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| Date: | June 24, 2026 | By: | /S/ MICHAEL W. SUMRULD |
| | | Michael W. Sumruld |
| | | Senior Vice President and Chief Financial Officer |
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