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): November 21, 2024

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2024, the Board of Directors (the “Board of Directors”) of Oceaneering International, Inc. (the “Company”) promoted Mr. Benjamin M. Laura to the role of Senior Vice President and Chief Operating Officer of the Company, effective January 1, 2025. Mr. Laura, age 45, currently serves as Senior Vice President and Chief Innovation Officer of the Company and has served in that role since October 2022. Prior to that, Mr. Laura served as Senior Vice President, Offshore Projects Group from May 2020 to October 2022, Senior Vice President, Service and Rental from March 2020 to May 2020, Vice President, Service, Technology & Rentals from 2015 to March 2020, and Director, Subsea Services from 2014 to 2015. Prior to joining the Company, Mr. Laura worked for Baker Hughes Incorporated as Vice President and Managing Director for Baker Hughes do Brasil. Mr. Laura holds a Bachelor of Science degree in Mechanical Engineering from Mississippi State University and a Master of Science degree in Engineering Technology Management from Oklahoma State University.

There are no arrangements or understandings between Mr. Laura and any other persons pursuant to which he was selected as Senior Vice President and Chief Operating Officer. There are also no family relationships between Mr. Laura and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

Document

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 President and Chief Innovation Officer, a position he has held since 2022. He joined Oceaneering in 2014 as Director, Subsea Services, and has held roles with progressively more responsibility during his tenure. Before joining Oceaneering, he worked for Baker Hughes Incorporated as Vice President and Managing Director for Baker Hughes do Brasil. Mr. Laura holds a Bachelor of Science degree in Mechanical Engineering from Mississippi State University and a Master of Science degree in Engineering Technology Management from Oklahoma State University.

Roderick A. Larson, Oceaneering’s President and Chief Executive Officer, stated: “Over the last ten years, Ben has demonstrated the leadership, vision, and drive to deliver positive outcomes for our business and our team. His functional and operational experience and strong record as a change leader make him an ideal fit for Oceaneering’s Chief Operating Officer role.”

This release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to expectations regarding Mr. Laura’s scope of responsibility and statements regarding Mr. Laura’s experience and performance, to the extent such statements may be an indicator of future performance. These forward-looking statements are based on current information and expectations, and are subject to certain risks, assumptions, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements.

Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing, and entertainment industries.

For more information on Oceaneering, please visit www.oceaneering.com.

Contact:

Hilary Frisbie

Senior Director, Investor Relations

Oceaneering International, Inc.

713-329-4755

investorrelations@oceaneering.com