8-K current report · filed Jun 26, 2026

OCEANEERING INTERNATIONAL INC (OII) 8-K Current Report: June 26, 2026

Item 1.01Item 7.01Item 8.01Item EX-99.1OII overview

Short answer

OCEANEERING INTERNATIONAL INC (OII) filed an 8-K current report with the SEC on June 26, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). $500M senior notes issued at 6.875% interest, maturing 2034.

OCEANEERING INTERNATIONAL INC 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • $500M senior notes issued at 6.875% interest, maturing 2034
  • Expected July 6, 2026 closing, subject to customary conditions
  • Proceeds primarily funding tender offer for outstanding 2028 Notes
  • Remaining proceeds available for general corporate purposes or debt repayment
  • Private placement to qualified institutional buyers and non-U.S. investors under Rule 144A and Regulation S

Item 7.01 · Regulation FD Disclosure

  • No substantive Regulation FD disclosure provided in the submitted text
  • Investor impact cannot be assessed without the referenced disclosure content

Item 8.01 · Other Events

  • Conditional full redemption of 6.000% Senior Notes due 2028 targeted for July 25, 2026
  • Redemption requires senior-notes offering generating at least $500 million gross proceeds
  • Refinancing would replace existing 2028 debt and potentially alter interest expense and maturity profile
  • Oceaneering may waive the $500 million financing condition, leaving redemption dependent on company decision

Item EX-99.1 · Exhibit EX-99.1

  • $500M 6.875% senior notes priced at par, maturing July 15, 2034
  • Refinancing proceeds target purchase of 6.000% notes due 2028 through concurrent tender offer
  • Potentially higher coupon cost, offset by extending debt maturity to 2034
  • Offering expected to close July 6, 2026, subject to customary conditions
  • Excess proceeds may fund general corporate purposes or repay, redeem, or repurchase debt

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