Every 8-K that Helix Energy Solutions Grp Inc (HLX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HLX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HLX filings page.
Hornbeck Offshore Services, Inc. (HLX) details extensive new executive and director compensation arrangements adopted in connection with the merger between Helix Energy Solutions Group, Inc. and Legacy Hornbeck, after which Helix was converted to a Delaware corporation, Legacy Hornbeck became its wholly owned subsidiary, and Helix was renamed Hornbeck Offshore Services, Inc.
Todd M. Hornbeck entered into a five-year CEO employment agreement with a base salary of $875,000, a target annual bonus of 140% of salary, a target long‑term incentive opportunity of $4.5 million, and severance protections including 2.5× salary plus bonus on certain terminations, with enhanced treatment around changes in control. Five executive vice presidents signed parallel five‑year agreements with base salaries of $400,000–$500,000, 100% target bonuses, and 2× salary‑plus‑bonus severance in qualifying cases.
The board adopted a 2026 Omnibus Inducement Incentive Plan reserving 1,500,000 shares for inducement equity grants under NYSE Rule 303A.08. Under this plan, the company granted Todd Hornbeck 1,000,000 performance‑based RSUs with the opportunity to earn up to 1,500,000 shares, tied to achieving $75 million in annualized synergy run‑rate by year‑end 2029 and to stock‑price hurdles of $14 (target) and $20 (maximum). Additional RSU/option awards were granted to other executives, a $300,000 cash award was granted to Samuel A. Giberga, and a new director compensation policy and initial director RSU grants were established.
HELIX ENERGY SOLUTIONS GROUP INC (HLX) released an investor presentation, via Hornbeck Offshore Services, outlining the pro forma profile of the combined company following the completion of their merger on September 1, 2026. The pro forma business has 85 vessels in the combined fleet and LTM pro forma revenue of $1.879 billion as of the second quarter of 2026. LTM pro forma Adjusted EBITDA is $550.6 million, implying pro forma net debt / LTM Adjusted EBITDA of 0.4x, with total backlog of $2.0 billion. The presentation cites a pro forma market capitalization of about $3.4 billion, based on approximately 327 million fully diluted shares. Segment LTM revenues are $606 million from Marine Transportation & Specialty, $414 million from Subsea Services, and $851 million from Well Intervention. Pro forma liquidity totals $617.6 million, underpinned by $517.6 million of cash and a revolver with $100 million of availability. The companies highlight pro forma LTM Adjusted Free Cash Flow of roughly $289.7 million and an estimated $75 million of annual revenue and cost synergies within three years, alongside a diversified end-market mix including oilfield, defense and renewables.
HELIX ENERGY SOLUTIONS GROUP INC (symbol HLX), which has converted to a Delaware corporation and changed its name to Hornbeck Offshore Services, Inc., reported an auditor change following completion of its business combination with legacy Hornbeck Offshore Services, Inc. on September 1, 2026. On September 2, 2026, the board’s Audit Committee dismissed KPMG LLP as independent registered public accounting firm and approved the engagement of Ernst & Young LLP. KPMG’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions or qualifications, and the company states there were no disagreements or reportable events with KPMG, nor any such matters in consultations with EY.
Helix Energy Solutions Group, Inc. (HLX) completed its previously announced merger with Legacy Hornbeck Offshore Services. Helix converted to a Delaware corporation, completed a two-step merger, and was renamed Hornbeck Offshore Services, Inc., whose common stock is expected to trade on the NYSE as “HOS”.
Legacy Hornbeck shareholders received 10.27167 shares of new common stock for each Legacy Hornbeck share, with cash paid for fractional shares. Legacy Creditor Warrants and equity awards were converted into Hornbeck equity or cash, and Jones Act Warrants are now exercisable for 10.27167 shares each, subject to citizenship restrictions.
Legacy Hornbeck’s 2025 results show revenue of $719.8 million and net income of $173.4 million, with total assets of $1.15 billion and equity of $568.4 million. The company has $440.6 million of second-lien term debt due 2033 and an undrawn first-lien revolver, recently upsized to $125 million, while a $120 million ABL facility was terminated with no borrowings outstanding. Governance transitioned to a new board and management team aligned with the combined business.
HELIX ENERGY SOLUTIONS GROUP, INC. (HLX) reported that its shareholders approved all proposals necessary to complete an all-stock combination with Hornbeck Offshore Services, Inc. at a special meeting held on August 31, 2026. At the record date of July 27, 2026, 147,382,447 shares of Helix common stock were issued and outstanding. Multiple proposals received strong support, with several items drawing over 126 million votes in favor versus under 1.2 million votes against, while one proposal saw 57,242,463 votes for and 69,985,545 against.
The transaction is structured as an all-stock combination, after which Hornbeck securityholders are expected to own approximately 55% and Helix shareholders approximately 45% of the combined company on a fully diluted basis. The combined company will be named “Hornbeck Offshore Services, Inc.” and is expected to trade on the New York Stock Exchange under the ticker “HOS.” Closing is expected on September 1, 2026, subject to remaining conditions. Helix and Hornbeck describe the combined business as an integrated offshore services company with expanded scale and capabilities across deepwater energy, defense and renewables markets.
Helix Energy Solutions Group recast its 2025 financial statements to treat the sold Helix Alliance Shallow Water Abandonment business as discontinued operations, as required for incorporation into an effective S-4 registration related to its pending merger with Hornbeck Offshore Services.
From continuing operations in 2025, Helix generated net revenues of about $1.09 billion, net income of $17.9 million and total net income, including discontinued operations, of $30.8 million. Adjusted EBITDA was $238.1 million from continuing operations and $271.9 million including discontinued operations, reflecting weaker Well Intervention margins and a long-lived asset impairment of $18.1 million on the Thunder Hawk field.
Free Cash Flow was $120.4 million and liquidity remained strong, with year-end 2025 cash and cash equivalents of $445.2 million, Net Debt of $(137.2) million and total liquidity of $553.6 million. Backlog totaled $1.3 billion, including $676 million expected to be performed in 2026, providing multi‑year visibility across Well Intervention, Robotics and Production Facilities.
Helix Energy Solutions Group, Inc. furnished information on its financial results for the second quarter 2026. The company issued a press release and related earnings presentation, which are provided as Exhibits 99.1 and 99.2 and made available on its investor relations website.
Because of a pending merger with Hornbeck Offshore Services, Inc., Helix will not host a conference call or webcast to discuss the quarter. The information in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is furnished rather than filed and is not incorporated into Securities Act filings unless specifically identified.
Helix Energy Solutions Group reported a key regulatory step for its planned acquisition of Hornbeck Offshore Services. On June 11, 2026, the U.S. Federal Trade Commission granted early termination of the required 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, allowing the antitrust review phase to conclude sooner than the standard timeline.
Helix, through wholly owned subsidiaries, plans a two-step merger in which an initial merger with Hornbeck will be followed by a second merger into an LLC subsidiary that will be the surviving entity. The companies expect the transaction to close in the second half of 2026, subject to approval by Helix shareholders, remaining regulatory clearances and other customary closing conditions. The filing also highlights extensive forward-looking statement disclaimers and directs investors to a Form S-4 registration statement and proxy statement/prospectus for detailed information about the proposed transaction and associated risks.
Helix Energy Solutions Group, Inc. reported results from its May 13, 2026 annual shareholder meeting. Shareholders elected Class III directors Paula Harris, Amy H. Nelson and William L. Transier to three-year terms expiring at the 2029 annual meeting or until their successors are elected and qualified.
Shareholders ratified KPMG LLP as the independent registered public accounting firm for 2026, with 132,170,631 votes for, 447,964 against and 43,805 abstentions. They also approved, on a non-binding advisory basis, the 2025 compensation of named executive officers, with 116,003,801 votes for, 6,593,429 against and 410,193 abstentions.
Helix Energy Solutions Group, Inc. completed the sale of all equity interests in its Gulf of America-focused Shallow Water Abandonment business (Alliance) to C-Dive, a Chouest group company, for 107.5 million cash, subject to customary post-closing adjustments.
The divestiture, signed and closed on May 1, 2026, is intended to sharpen Helix’s strategic focus on deepwater operations, including well intervention, decommissioning, robotics and other offshore services, and is positioned alongside its proposed merger with Hornbeck Offshore Services to build a larger deepwater-focused offshore services platform.
In connection with the transaction, the Alliance companies were released as guarantors under Helix’s December 1, 2023 Indenture via a Second Supplemental Indenture, and the equity purchase agreement includes customary representations, warranties, covenants and indemnity arrangements supported in part by a representations and warranties insurance policy obtained by the purchaser.
Helix Energy Solutions Group, Inc. has agreed to merge with Hornbeck Offshore Services, Inc. in a stock-for-stock transaction using a two-step merger structure. Helix will first convert from a Minnesota to a Delaware corporation, with each existing Helix share becoming one share of new Delaware common stock. At closing, each Hornbeck share will convert into the right to receive 10.27167 shares of converted Helix common stock. After the transaction, Helix shareholders are expected to own about 45% and Hornbeck shareholders about 55% of the combined company, which will be renamed Hornbeck Offshore Services, Inc. and remain listed on the NYSE. The combined board will have seven members, four designated by Hornbeck and three by Helix, with William L. Transier serving as chairman. Closing is subject to Helix shareholder approvals, regulatory and antitrust clearances, NYSE listing of the new shares, effectiveness of a Form S-4, and customary accuracy and covenant conditions, including an opinion that the deal qualifies as a tax-free reorganization. The merger agreement includes mutual termination rights, with specified circumstances triggering a $40.5 million fee from Helix or a $49.5 million fee from Hornbeck, and capped expense reimbursements if certain approvals are not obtained. Related registration rights and securityholders agreements provide resale registration, a 180-day lock-up for certain holders, board nomination rights for key shareholders, and multi‑year standstill and transfer restrictions.
Helix Energy Solutions Group is combining with Hornbeck Offshore Services in an all-stock merger to create a premier integrated offshore services company. Hornbeck shareholders are expected to own about 55% and Helix shareholders about 45% of the combined company on a fully diluted basis.
Each Hornbeck share will be exchanged for 10.27167 shares of Helix, in a transaction expected to be tax-free to both shareholder groups and targeted to close in the second half of 2026, subject to Helix shareholder and regulatory approvals. The combined business, to be named Hornbeck Offshore Services and listed on the NYSE under “HOS”, will feature a large deepwater-focused fleet and is expected to generate at least $75 million in annual revenue and cost synergies within three years of closing.
Helix Energy Solutions Group reported first quarter 2026 revenue of $287.9 million, up slightly from a year ago, but posted a net loss of $13.4 million, or $(0.09) per diluted share, versus net income in both Q4 2025 and Q1 2025.
Adjusted EBITDA was $32.3 million, down from $73.9 million in Q4 2025 and $52.0 million in Q1 2025 as seasonal slowdowns, higher project costs and vessel reactivations weighed on margins. Despite lower earnings, Helix generated $59.0 million of Free Cash Flow and ended the quarter with $501.3 million in cash and negative Net Debt of $197.5 million, giving it substantial liquidity to pursue future opportunities in offshore well intervention, robotics and decommissioning.
Helix Energy Solutions Group reported weaker earnings but strong cash generation for the fourth quarter and full year 2025. Fourth quarter net income was $8.3 million, or $0.06 per diluted share, down from $22.1 million, or $0.15, in the prior quarter, including a non-cash impairment of about $18.1 million on certain oil and gas properties. Fourth quarter Adjusted EBITDA was $73.9 million, versus $103.7 million in the third quarter.
For 2025, net income was $30.8 million, or $0.21 per diluted share, compared to $55.6 million, or $0.36, in 2024. Full-year revenue was $1.29 billion versus $1.36 billion, and Adjusted EBITDA was $272.0 million versus $303.1 million. Despite lower profit, Helix generated Free Cash Flow of $120.4 million in 2025, including over $100 million in the fourth quarter, ending the year with cash of $445.2 million and negative Net Debt of $137.2 million. The company repurchased 4.6 million shares for approximately $30.2 million.
Helix Energy Solutions Group, Inc. entered into Amendment No. 2 to its Strategic Alliance Agreement with multiple Schlumberger-affiliated entities on February 12, 2026. This amendment extends their existing subsea well intervention alliance by nine months, moving the expiration date from January 5, 2026 to October 5, 2026.
The alliance covers the global design, development, manufacturing, promotion, marketing and sale of integrated equipment and services for subsea well intervention systems, signaling continued collaboration between Helix and its partners for at least the extended term.
Helix Energy Solutions Group announced an executive leadership transition as President and CEO Owen Kratz informed the board of his intention to retire. He plans to continue serving as CEO until the board appoints a successor to support continuity and a smooth transition.
The company also issued a press release on December 17, 2025 describing the leadership change, which is furnished as Exhibit 99.1 to this report.
Helix Energy Solutions Group (HLX) furnished materials related to its third quarter 2025 results. On October 22, 2025, the company issued a press release reporting financial results for the quarter, furnished as Exhibit 99.1. It also prepared a presentation for analysts and investors, with slides furnished as Exhibit 99.2 and available on its Investor Relations website. The information under Items 2.02 and 7.01 is furnished and not deemed filed, and is incorporated by reference only if specifically identified as such.