OCEANEERING INTERNATIONAL INC

11. EMPLOYEE BENEFIT PLANS

Retirement Investment Plans. We have several employee retirement investment plans that, taken together, cover most of our full-time employees. The Oceaneering Retirement Investment Plan is a 401(k) plan in which U.S. employees may participate by deferring a portion of their gross monthly salary and directing us to contribute the deferred amount to the plan. We match a portion of the employees' deferred compensation. Our contributions to the 401(k) plan were $26 million, $24 million and $23 million for the plan years ended December 31, 2025, 2024 and 2023, respectively.

We also make matching contributions to foreign employee savings plans similar in nature to a 401(k) plan. In 2025, 2024 and 2023, these contributions, principally related to plans associated with the U.K. and Norwegian subsidiaries, were $16 million, $14 million and $12 million, respectively.

The Oceaneering International, Inc. Supplemental Executive Retirement Plan covers selected key management employees and executives, as approved by the Compensation Committee of our Board of Directors (the “Compensation Committee”). Under this plan, we accrue an amount determined as a percentage of the participant's gross monthly salary and the amounts accrued are treated as if they are invested in one or more investment vehicles pursuant to this plan. Net expenses related to this plan during 2025, 2024 and 2023 were $3.2 million, $1.9 million and $1.3 million, respectively.

Incentive Plans. Under our Second Amended and Restated 2010 Incentive Plan and our 2020 Incentive Plan (together the “Incentive Plans”), shares of our common stock are made available for awards to employees and nonemployee members of our Board of Directors.

The Incentive Plans are administered primarily by the Compensation Committee; however, the full Board of Directors makes determinations regarding awards to nonemployee directors under the Incentive Plans. The Compensation Committee or our Board of Directors, as applicable, determines the type(s) of award(s) to be made to each participant and sets forth in the related award agreement the terms, conditions and limitations applicable to each award. Stock options, stock appreciation rights and stock and cash awards may be made under the Incentive Plans. There are no options outstanding under either Incentive Plan. We have not granted any stock options since 2005 and the Compensation Committee has expressed its intention to refrain from using stock options as a component of employee compensation for our executive officers and other employees for the foreseeable future. Additionally, the Board of Directors has expressed its intention to refrain from using stock options as a component of nonemployee director compensation for the foreseeable future.

In 2025, 2024 and 2023, the Compensation Committee granted awards of performance units to certain of our key executives and employees. The performance units awarded are scheduled to vest in full on the third anniversary of the applicable award dates, or pro rata over three years if the participant meets certain age and years of service requirements. The Compensation Committee and the Board of Directors approved specific financial goals and measures (as defined), for each of thethree-year periods ending December 31, 2027, 2026 and 2025 to be used as the basis for the final value of the performance units. The final value of the performance unit granted may range from $0 to $200 in each of 2025, 2024 and 2023. Upon vesting and determination of value, the value of the performance units will be payable in cash. Compensation expense related to the performance units was $12 million, $10 million and $12 million in 2025, 2024 and 2023, respectively. As of December 31, 2025, there were 264,767 performance units outstanding.

Annually, the Compensation Committee of our Board of Directors grants restricted units of our common stock to certain of our key executives and employees and restricted common stock to our nonemployee directors. Over 80%,78% and 80% of the grants made to our employees in 2025, 2024 and 2023, respectively, vest in full on the third anniversary of the award date, conditional upon continued employment through such vesting date. The remainder of the grants made to employees are scheduled to vest pro rata over three years, if the participant meets certain age and years-of-service requirements. For the grants of restricted stock units to each of the participant employees, the participant will be issued one share of our common stock for each of the participant's vested restricted stock units at the earlier ofthree years or, if the participant vested earlier after meeting the age and service requirements, following termination of employment or service; however, the restricted stock units outstanding have no voting or dividend rights. The grants of restricted stock to our nonemployee directors generally vest in full on the first anniversary of the award date, conditional upon continued service as a director, except for the 2023 grant to one director who retired from our board of directors as of the date of our annual meeting in May 2023, which vested on that date. Each grantee of shares of restricted stock to our nonemployee directors is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares.

The Compensation Committee has a policy that Oceaneering will not provide U.S. federal income tax gross-up payments to any of its directors or executive officers in connection with future awards of restricted stock or stock units.

The additional tax charge(benefit) realized from tax deductions less than or in excess of the financial statement expense of our restricted stock grants was $(1.1) million, $(2.0) million and $(1.4) million in 2025, 2024 and 2023, respectively. The 2025, 2024 and 2023 charges were recognized in our consolidated statements of operations.

The following is a summary of our restricted stock and restricted stock unit activity for 2025, 2024 and 2023:

Grants of restricted stock units are valued at their estimated fair values as of their respective grant dates. The grants in 2025, 2024 and 2023 were subject only to vesting conditioned on continued employment or service as a nonemployee director; therefore, these grants were valued at the grant date fair market value using the closing price of our stock on the New York Stock Exchange.

Compensation expense under the restricted stock plans was $13 million, $12 million and $11 million for 2025, 2024 and 2023, respectively. As of December 31, 2025, we had $12 million of future expense to be recognized related to our restricted stock unit plans over a weighted-average remaining life of 1.6 years.

Post-Employment Benefit. Pursuant to a service agreement we entered into with a former Chairman of the Board of Directors, we are obligated to provide for medical coverage on an after-tax basis to him, his spouse and two adult children for their lives. Our total accrued liabilities, current and long-term, under this post-employment benefit were $1.8 million as of both December 31, 2025 and 2024.