Helix Energy (NYSE: HLX) CEO discloses 2026 RSU and PSU grants, cash-settled vesting

Rhea-AI Filing Summary

Helix Energy Solutions Group President and CEO, who is also a director, reported multiple equity compensation events. On January 1, 2026, previously granted restricted stock units from 2024 and 2025 vested in part, and the Compensation Committee chose to pay the value of those vested units in cash rather than issuing shares.

On the same date, the CEO received a new grant of 287,081 restricted stock units (2026 RSUs), scheduled to vest in three equal annual installments on January 1 of 2027, 2028 and 2029, with the Committee able to settle each vesting in cash. He also received a 2026 performance share unit (PSU) award, with the number of shares ultimately earned ranging from 0% to 200% of the target based on company performance from January 1, 2026 through December 31, 2028, and payment due no later than March 15, 2029, again at the Committee’s discretion in cash. Additional 2023 RSUs vested on January 3, 2026 and were likewise paid 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^*

KRATZ OWEN E

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

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

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			58,366	(1)	(2)	Common Stock	58,366	$0	58,366	D
Restricted Stock Units	(3)	01/01/2026		M			64,377	(3)	(4)	Common Stock	64,377	$0	128,756	D
Restricted Stock Units	(5)	01/01/2026		A		287,081		(5)	(6)	Common Stock	287,081	$0	287,081	D
Performance Share Units	(7)	01/01/2026		A		574,162(8)		(7)	(9)	Common Stock	574,162	$0	574,162	D
Restricted Stock Units	(10)	01/03/2026		M			81,301	(10)	(11)	Common Stock	81,301	$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. The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") elected to pay in cash the value of the 2024 RSUs for which forfeiture restrictions lapsed on January 1, 2026.

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

3. 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. The Compensation Committee elected to pay in cash the value of the 2025 RSUs for which forfeiture restrictions lapsed on January 1, 2026.

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

5. 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 has the option to pay the value in cash at its discretion.

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

7. This Performance Share Unit ("2026 PSU") award was granted pursuant to the LTIP and each 2026 PSU represents the contingent right to receive one share of Company common stock. Actual number of 2026 PSUs upon vesting may range from 0% to 200% dependent on the Company's performance over the three-year period from January 1, 2026 through December 31, 2028. Upon 2026 PSU vesting, the Compensation Committee has the option to pay the value in cash at its discretion.

8. Amount reported represents 200% of the number of 2026 PSUs granted and is the maximum number that may be earned.

9. Upon payment of the 2026 PSUs, which shall occur no later than March 15, 2029.

10. 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. The Compensation Committee elected to pay in cash the value of the 2023 RSUs for which forfeiture restrictions lapsed on January 3, 2026.

11. 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 activity did Helix Energy Solutions (HLX) report in this Form 4?

The President and CEO, who also serves as a director, reported vesting of several prior restricted stock unit (RSU) awards and the grant of new 2026 RSU and 2026 performance share unit (PSU) awards under the company’s long-term incentive plan.

What are the key terms of the 2026 RSU grant for the Helix Energy (HLX) CEO?

The CEO received 287,081 2026 RSUs, each representing one share of common stock. Forfeiture restrictions are scheduled to lapse in three equal parts on January 1, 2027, January 1, 2028 and January 1, 2029, and the Compensation Committee may choose to pay the value in cash at each vesting.

How does the 2026 PSU award for Helix Energy (HLX) work?

The 2026 PSU award gives the CEO a contingent right to receive shares based on company performance over the period from January 1, 2026 through December 31, 2028. The actual number of PSUs earned can range from 0% to 200% of the granted amount, and payment will occur no later than March 15, 2029, with settlement in cash at the Compensation Committee’s discretion.

How were the 2023, 2024 and 2025 RSU awards for the Helix Energy (HLX) CEO structured?

Each of the 2023, 2024 and 2025 RSU awards represents the right to receive one share of common stock per unit, with forfeiture restrictions scheduled to lapse in three annual tranches. For each year’s tranche that vested on the 2024, 2025 and early 2026 vesting dates, the Compensation Committee elected to pay the value of the vested RSUs in cash instead of issuing shares.

What performance period applies to the Helix Energy (HLX) 2026 PSU award?

The 2026 PSUs are tied to the company’s performance over a three-year period running from January 1, 2026 through December 31, 2028, with the final payout to be made on or before March 15, 2029.

Can Helix Energy (HLX) settle these RSU and PSU awards in cash instead of stock?

Yes. For the 2023, 2024 and 2025 RSUs, the Compensation Committee elected to pay the value of the vested units in cash. For the 2026 RSUs and 2026 PSUs, the Committee retains the option to pay the value in cash upon vesting.