Helix Energy (NYSE: HLX) VP & CAO reports RSU vesting and 31,898-unit grant

Rhea-AI Filing Summary

Helix Energy Solutions Group reported insider equity activity for its VP and Chief Accounting Officer on Form 4. The filing shows multiple transactions on January 1, 2026 and January 3, 2026 related to restricted stock unit (RSU) vesting and associated tax withholding in company common stock.

Portions of previously granted 2023, 2024 and 2025 RSUs vested on these dates, with shares issued and some shares forfeited at prices of $6.27 and $6.40 to satisfy tax obligations. Following these transactions, the reporting person continued to hold common stock directly.

The filing also discloses a new 2026 RSU award of 31,898 restricted stock units under the company’s long-term incentive plan. These 2026 RSUs are scheduled to vest in three equal installments on January 1, 2027, January 1, 2028 and January 1, 2029, and upon vesting the compensation committee may choose to settle the value in cash.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Arriaga Brent Alexander

(Last) (First) (Middle)

3505 WEST SAM HOUSTON PKWY NORTH

SUITE 400

(Street)

HOUSTON TX 77043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HELIX ENERGY SOLUTIONS GROUP INC [ HLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP and CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2026		M		4,053	A	(1)	16,457(2)	D
Common Stock	01/01/2026		F		1,810(3)	D	$6.27	14,647(2)	D
Common Stock	01/01/2026		M		7,153	A	(4)	21,800(2)	D
Common Stock	01/01/2026		F		3,194(5)	D	$6.27	18,606(2)	D
Common Stock	01/03/2026		M		5,646	A	(6)	24,252(2)	D
Common Stock	01/03/2026		F		2,521(7)	D	$6.4	21,731(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/01/2026		M			4,053	(1)	(8)	Common Stock	4,053	$0	4,054	D
Restricted Stock Units	(4)	01/01/2026		M			7,153	(4)	(9)	Common Stock	7,153	$0	14,306	D
Restricted Stock Units	(10)	01/01/2026		A		31,898		(10)	(11)	Common Stock	31,898	$0	31,898	D
Restricted Stock Units	(6)	01/03/2026		M			5,646	(6)	(12)	Common Stock	5,646	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("2024 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2024 RSUs on January 1, 2025, forfeiture restrictions with respect to an additional one-third of the grant lapsed on January 1, 2026 and forfeiture restrictions with respect to the last one-third of the grant are scheduled to lapse on January 1, 2027.

2. Includes shares acquired under the Company's Employee Stock Purchase Plan.

3. These shares were forfeited to satisfy tax obligations related to the vesting of the pro rata portion of the reporting person's 2024 RSUs.

4. Each Restricted Stock Unit ("2025 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2025 RSUs on January 1, 2026, forfeiture restrictions with respect to an additional one-third of the grant are scheduled to lapse on January 1, 2027 and forfeiture restrictions with respect to the last one-third of the grant are scheduled to lapse on January 1, 2028.

5. These shares were forfeited to satisfy tax obligations related to the vesting of the pro rata portion of the reporting person's 2025 RSUs.

6. Each Restricted Stock Unit ("2023 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2023 RSUs on January 3, 2024, forfeiture restrictions with respect to an additional one-third of the grant lapsed on January 3, 2025 and forfeiture restrictions with respect to the last one-third of the grant lapsed on January 3, 2026.

7. These shares were forfeited to satisfy tax obligations related to the vesting of the pro rata portion of the reporting person's 2023 RSUs.

8. Upon lapse of the forfeiture restrictions of the 2024 RSUs.

9. Upon lapse of the forfeiture restrictions of the 2025 RSUs.

10. This Restricted Stock Unit ("2026 RSU") award was granted pursuant to the Company's 2005 Long Term Incentive Plan (as Amended and Restated effective May 15, 2024, the "LTIP") and each 2026 RSU represents the contingent right to receive one share of Company common stock. Forfeiture restrictions are scheduled to lapse with respect to the 2026 RSUs granted on the basis of one-third of the grant on January 1, 2027, an additional one-third of the grant on January 1, 2028 and the remaining one-third of the grant on January 1, 2029. Upon each 2026 RSU vesting, the Compensation Committee of the Company's Board of Directors has the option to pay the value in cash at its discretion.

11. Upon lapse of the forfeiture restrictions of the 2026 RSUs.

12. Upon lapse of the forfeiture restrictions of the 2023 RSUs.

	/s/ Ken Neikirk by power of attorney	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Helix Energy Solutions (HLX) report in this Form 4?

The Form 4 reports equity transactions by the company’s VP and Chief Accounting Officer involving the vesting of 2023, 2024 and 2025 restricted stock units and related share forfeitures to cover tax obligations, along with a new grant of 2026 restricted stock units.

How many 2026 restricted stock units were granted to the Helix Energy (HLX) officer?

The officer received a 2026 RSU award of 31,898 restricted stock units, each representing the contingent right to receive one share of Helix Energy common stock.

What is the vesting schedule for the 2026 RSU award at Helix Energy (HLX)?

The 2026 RSUs are scheduled to vest in three equal one-third installments on January 1, 2027, January 1, 2028 and January 1, 2029, subject to forfeiture restrictions lapsing on those dates.

How were taxes handled on the RSU vesting transactions for the Helix Energy (HLX) officer?

Certain shares of common stock were forfeited to satisfy tax obligations related to the vesting of pro rata portions of the 2023, 2024 and 2025 RSU awards. These tax-related forfeitures occurred at share prices of $6.27 and $6.40 in the reported transactions.

What are the 2023, 2024 and 2025 RSUs mentioned in the Helix Energy (HLX) Form 4?

Each of the 2023, 2024 and 2025 RSUs represents the contingent right to receive one share of Helix Energy common stock. For each grant, forfeiture restrictions lapse over three years, with one-third of each grant vesting in successive years on January 3 for the 2023 RSUs and January 1 for the 2024 and 2025 RSUs.

Can the 2026 RSUs at Helix Energy (HLX) be settled in cash instead of shares?

Yes. Upon each 2026 RSU vesting, the compensation committee of the company’s board of directors has the option to pay the value in cash at its discretion, rather than delivering shares.