UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024
 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission File Number: 1-10945
 ____________________________________________
 OCEANEERING INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)

 Delaware

 95-2628227

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 5875 North Sam Houston Parkway West, Suite 400

 Houston,

 Texas

 77086

 (Address of principal executive offices)
 (Zip Code)

 ( 713) 329-4500
 (Registrant's telephone number, including area code)
 ____________________________________________

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol(s)
 Name of exchange on which registered

 Common stock, par value $0.25 per share

 OII

 New York Stock Exchange

 Securities registered pursuant to Section 12(g) of the Act:
 None
 ____________________________________________
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer

 Accelerated Filer

 Non-accelerated Filer

 Smaller Reporting Company

 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.
 Indicate by check mark whether the company has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report).
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 Aggregate market value of the voting stock held by nonaffiliates of the registrant computed by reference to the closing price of $ 23.66 of the Common Stock on the New York Stock Exchange as of June 30, 2024, the last business day of the registrant's most recently completed second quarter: $ 2.4 billion.
 Number of shares of Common Stock outstanding as of February 14, 2025: 100,660,997.
 Documents Incorporated by Reference:
 None.

 EXPLANATORY NOTE
 Oceaneering International, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Form 10-K/A") to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on February 24, 2025 (the "Original Form 10-K"), solely for the purpose of correcting the number of shares of Common Stock outstanding as of February 14, 2025. Accordingly, this Form 10-K/A consists solely of the cover page, this Explanatory Note and the Exhibit Index and the exhibits filed hereto or incorporated by reference herein.
 Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. Because this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, because this Form 10-K/A does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 Except as expressly noted in this Form 10-K/A, this Form 10-K/A does not reflect events occurring after the original filing of the Original Form 10-K or modify or update in any way any of the other disclosures contained in the Original Form 10-K, including, without limitation, the financial statements or other financial information included therein or the exhibits thereto. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was made. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC.

 Item 15. Exhibits, Financial Statement Schedules.
 (a)(1) and (2)
 The financial statements and financial statement schedule of the Company are not included in this Form 10-K/A. See Part II, Item 8 of the Original Form 10-K.

 3. Exhibits:
 Exhibit Index

 Registration or File Number
 Form of Report
 Report Date
 Exhibit Number

 *
 3.01
 Restated Certificate of Incorporation

 Dec. 2000
 3.01

 *
 3.02
 Certificate of Amendment to Restated Certificate of Incorporation

 May 2008
 3.1

 *
 3.03
 Certificate of Amendment to Restated Certificate of Incorporation

 May 2014
 3.1

 *
 3.04
 Amended and Restated Bylaws

 Nov. 2022
 3.01

 4.01
 Description of Common Stock

 *
 4.02
 Specimen of Common Stock Certificate

 Sep. 2018
 4.3

 *
 4.03
 Indenture dated, November 21, 2014, between Oceaneering International, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to senior debt securities of Oceaneering International, Inc.

 Nov. 2014
 4.1

 *
 4.04
 Second Supplemental Indenture, dated February 6, 2018, between Oceaneering International, Inc. and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of Oceaneering International, Inc.'s 6.000% Senior Notes due 2028 (including Form of Notes)

 Feb. 2018
 4.2

 *
 4.05
 Third Supplemental Indenture, dated October 2, 2023, between Oceaneering International, Inc. and Computershare Trust Company, N.A., as trustee, with respect to 6.000% Senior Notes due 2028

 Oct. 2023
 4.3

 We and certain of our consolidated subsidiaries are parties to debt instruments under which the total amount of securities authorized does not exceed 10% of our total consolidated assets. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, we agree to furnish a copy of those instruments to the Securities and Exchange Commission on request.

 *
 10.01
 +
 Amended and Restated Service Agreement dated as of December 21, 2006 between Oceaneering and John R. Huff

 Dec. 2006
 10.1

 *
 10.02
 +
 Modification to Service Agreement dated as of December 21, 2006 between Oceaneering and John R. Huff

 Dec. 2008
 10.9

 *
 10.03
 +
 Trust Agreement dated as of May 12, 2006 between Oceaneering and United Trust Company, National Association (the "Huff Trust Agreement")

 May 2006
 10.2

 *
 10.04
 +
 First Amendment to Huff Trust Agreement dated as of May 12, 2006 between Oceaneering International, Inc. and Bank of America National Association, as successor trustee

 Dec. 2008
 10.10

 *
 10.05
 +
 Second Amendment to Huff Trust Agreement dated as of May 12, 2006 between Oceaneering International, Inc. and Evercore Trust Company, National Association, as successor trustee

 10.33

 *
 10.06
 +
 Third Amendment to Huff Trust Agreement dated as of May 12, 2006 between Oceaneering International, Inc. and Newport Trust Company, as successor trustee

 10.34

 *
 10.07
 +
 Oceaneering International, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009

 Dec. 2008
 10.5

 *
 10.08
 +
 Amended and Restated Oceaneering International, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2000 (for Internal Revenue Code Section 409A-grandfathered benefits)

 Dec. 2008
 10.6

 *
 10.09
 +
 Form of Change-of-Control Agreement and Annex for Roderick A. Larson

 Aug. 2015
 10.3

 *
 10.10
 +
 Form of Change-of-Control Agreement

 May 2011
 10.5

 *
 10.11
 +
 Form of Indemnification Agreement

 May 2011
 10.4

 *
 10.12
 +
 Oceaneering International, Inc. Retirement Investment Plan, amended and restated with effective January 1, 2019

 10.31

 *
 10.13
 +
 Amendment No. 1 to Amended and Restated Oceaneering International, Inc. Retirement Investment Plan

 Dec. 2020
 10.18

 *
 10.14
 +
 Amendment No. 2 to Amended and Restated Oceaneering International, Inc. Retirement Investment Plan

 Dec. 2020
 10.19

 *
 10.15
 +
 Amendment No. 3 to Amended and Restated Oceaneering International, Inc. Retirement Investment Plan

 Jun. 2021
 10.01

 *
 10.16
 +
 Oceaneering Retirement Investment Plan Trust Agreement with Fidelity Management Trust Company effective January 1, 2019

 10.35

 *
 10.17
 +
 Change of Control Plan and Form of Participation Agreement

 10.32

 *
 10.18
 Credit Agreement, dated as of April 8, 2022, among Oceaneering International, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

 Apr. 2022
 10.1

 *
 10.19
 Agreement and Amendment No. 1 to Credit Agreement, dated as of September 20, 2023, among Oceaneering International, Inc., as borrower, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent

 Sept. 2023
 10.1

 *
 10.20
 +
 Form of 2022 Restricted Stock Unit Agreement

 Mar. 2022
 10.1

 *
 10.21
 +
 Form of 2022 Performance Unit Agreement

 Mar. 2022
 10.2

 *
 10.22
 +
 2020 Incentive Plan

 333-238325
 S-8
 May 2020
 4.06

 *
 10.23 +
 Form Restricted Stock Unit Agreement

 Feb. 2023
 10.1

 *
 10.24 +
 Form Performance Unit Agreement

 Feb. 2023
 10.2

 *
 10.25 +
 Form Nonemployee Director Restricted Stock Agreement

 Feb. 2023
 10.3

 *
 10.26 +
 2024 Annual Cash Bonus Award Program Summary

 Apr. 2026
 10.01

 Oceaneering International, Inc. Insider Trading Policy

 21.01
 Subsidiaries of Oceaneering

 23.01
 Consent of Independent Registered Public Accounting Firm

 31.01
 Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

 31.02
 Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

 32.01
 Section 1350 certification of principal executive officer

 32.02
 Section 1350 certification of principal financial officer

 97.01
 +
 Oceaneering International, Inc. Policy for the Recovery of Erroneously Awarded Compensation

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

 +
 Management contract or compensatory plan or arrangement.

 Previously filed or furnished with the Original Form 10-K.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 OCEANEERING INTERNATIONAL, INC.

 Date:
 March 3, 2025
 By:
 /S/ RODERICK A. LARSON

 Roderick A. Larson

 President and Chief Executive Officer and Director