{"url_path":"/sec/oii/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/73756/0000073756-26-000121-index.html","accession_number":"0000073756-26-000121","cik":"0000073756","ticker":"OII","issuer_name":"OCEANEERING INTERNATIONAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/73756/0000073756-26-000121-index.html","primary_entity_key":"0000073756","primary_entity_name":"OCEANEERING INTERNATIONAL INC"},"word_count":507,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn June 24, 2026, Oceaneering International, Inc. (“Oceaneering”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”), under which Oceaneering agreed to issue and sell $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The 2034 Notes will be issued under an Indenture, dated November 21, 2014, between Oceaneering and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (as amended and supplemented to date, the “Indenture”). The Offering is expected to close on July 6, 2026, subject to customary closing conditions. We intend to use the net proceeds from the offering, together with cash on hand, if necessary, to fund the purchase of the 2028 Notes (as defined below) in the previously announced tender offer, with the remaining net proceeds from the Offering, if any, being used for general corporate purposes, which may include the repayment, redemption or repurchase of outstanding indebtedness.\n\nThe Purchase Agreement contains customary representations, warranties and agreements of Oceaneering and other customary obligations of the parties and termination provisions. Under the terms of the Purchase Agreement, Oceaneering has agreed, among other things, to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Initial Purchasers may be required to make in respect of those liabilities.\n\nThe foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\nThe offer and sale of the 2034 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.\n\nThis Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the 2034 Notes will be made in the United States only by means of a private offering memorandum pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act."}