Oceaneering International, Inc. (NYSE: OII) has commenced a cash tender offer to purchase any and all of its outstanding 6.000% Senior Notes due 2028, with an aggregate principal amount of $500 million.

The purchase price for each $1,000 principal amount of notes will be determined by reference to a fixed spread of 40 basis points above the yield to maturity of the 3.50% U.S. Treasury note due October 31, 2027, as quoted on Bloomberg Bond Trader at 2:00 p.m. New York time on June 30, 2026. The price will be calculated based on a yield to October 31, 2027, assuming redemption at 100% of principal.

The tender offer is set to expire at 5:00 p.m. New York time on June 30, 2026. Oceaneering expects to settle accepted tenders on July 6, 2026. Holders tendering via guaranteed delivery procedures must complete delivery by 5:00 p.m. New York time on July 2, 2026.

Accepted holders will also receive accrued and unpaid interest from the last applicable interest payment date up to, but not including, the settlement date.

The offer is conditioned on Oceaneering completing one or more debt financing transactions on terms satisfactory to the company, though no minimum tender amount is required. J.P. Morgan Securities LLC is serving as dealer manager for the transaction.