HLX (HLX) CFO Erik Staffeldt cash-settles 132,995 performance share units

Rhea-AI Filing Summary

HELIX ENERGY SOLUTIONS GROUP INC EVP & CFO Erik Staffeldt exercised 132,995 Performance Share Units granted under the company’s long‑term incentive plan. These 2023 PSUs vested at 151% of the original grant based on total shareholder return and free cash flow performance, and the Compensation Committee elected to settle the vested PSUs in cash rather than issuing common stock.

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^*

Staffeldt Erik

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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
Performance Share Units	(1)	02/26/2026		M			132,995	(1)	(1)	Common Stock	132,995	$0(1)	0	D

Explanation of Responses:

1. Each Performance Share Unit ("2023 PSU") was granted on January 3, 2023 pursuant to the Company's 2005 Long-Term Incentive Plan (as amended, the "LTIP") and represented the contingent right to receive one share of Company common stock subject to the terms of the LTIP and the 2023 PSU Award Agreement. Actual number of shares upon vesting could have ranged from 0-200% dependent in equal parts on the Company's total shareholder return performance compared to a selected peer group and the generation of free cash flow compared to benchmarks over the three-year period beginning January 1, 2023 and ended December 31, 2025. Amount earned and vested was 151% of the number of 2023 PSUs granted. Pursuant to the terms of the 2023 PSU Award Agreement, the Compensation Committee of the Company's Board of Directors elected to pay in cash the value of the 2023 PSUs which vested.

	/s/ Ken Neikirk by power of attorney	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HLX executive Erik Staffeldt report on this Form 4?

Erik Staffeldt, EVP & CFO of HELIX ENERGY SOLUTIONS GROUP INC, reported exercising 132,995 Performance Share Units. These units were granted under the company’s 2005 Long-Term Incentive Plan and were ultimately settled in cash instead of company common stock.

How many Performance Share Units vested for HLX EVP & CFO Erik Staffeldt?

A total of 132,995 Performance Share Units vested for Erik Staffeldt. The payout reflected 151% of the original 2023 PSU grant, based on the company’s performance against total shareholder return and free cash flow benchmarks over the specified three-year period.

What performance period determined the vesting of HLX 2023 Performance Share Units?

The 2023 Performance Share Units vested based on results over a three-year period beginning January 1, 2023 and ending December 31, 2025. Performance depended equally on total shareholder return versus a peer group and free cash flow generation versus benchmarks.

How was the vested value of HLX 2023 Performance Share Units paid to Erik Staffeldt?

The vested value of Erik Staffeldt’s 2023 Performance Share Units was paid in cash. The Compensation Committee of the company’s Board of Directors elected cash settlement for the PSUs that vested, rather than delivering shares of HELIX ENERGY SOLUTIONS GROUP INC common stock.

What determined the 151% vesting level of HLX 2023 Performance Share Units?

The 151% vesting level reflected the company’s performance on two equally weighted measures. One was total shareholder return versus a selected peer group, and the other was free cash flow generation compared to benchmarks over the three-year performance period ending December 31, 2025.

Did HLX issue common shares for Erik Staffeldt’s vested 2023 Performance Share Units?

No common shares were issued for these vested units. The footnote states the Compensation Committee chose to pay the value of the vested 2023 Performance Share Units in cash, so settlement occurred in cash rather than in company common stock.