Description: Incirrate octopods (those without fins) are among the larger megafauna inhabiting the benthic environments of all oceans, commonly in water depths down to about 3,000 m. They are known to protect and brood their eggs until the juveniles hatch, but to date there is little published information on octopod deep-sea life cycles and distribution. For this study, three manganese-crust and nodule-abundant regions of the deep Pacific were examined by remote operated-vehicle and towed camera surveys carried out between 2011 and 2016. Here, we report that the depth range of incirrate octopods can now be extended to at least 4,290 m. Octopods (twenty-nine individuals from two distinct species) were observed on the deep Ka'ena and Necker Ridges of the Hawaiian Archipelago, and in a nodule-abundant region of the Peru Basin. Two octopods were observed to be brooding clutches of eggs that were laid on stalks of dead sponges attached to nodules at depths exceeding 4,000 m. This is the first time such a specific mineral-biota association has been observed for incirrate octopods. Both broods consisted of approximately 30 large (2.0-2.7 cm) eggs. Given the low annual water temperature of 1.5°C, it is likely that egg development, and hence brooding, takes years [Robison et al. (2014), doi:10.1371/journal.pone.0103437]. Stalked-sponge fauna in the Peru Basin require the presence of manganese nodules as a substrate, and near total collapse of such sponge populations was observed following the experimental removal of nodules within the DISCOL (DISturbance and COLonisation) area of the Peru Basin [Bluhm (2001), doi:10.1016/S0967-0645(01)00070-4]. Stalked fauna are also abundant on the hard substrates of the Hawaiian archipelago. The brooding behavior of the octopods we observed suggests that, like the sponges, they may also be susceptible to habitat loss following the removal of nodule fields and crusts by commercial exploitation.