[Form 4] HELIX ENERGY SOLUTIONS GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Helix Energy Solutions Group executive vice president, general counsel and secretary Ken Neikirk reported equity compensation activity, including vesting and new awards of restricted stock units (RSUs) and performance share units (PSUs). On January 1, 2026, portions of his 2024 and 2025 RSU grants vested, and on January 3, 2026, the final tranche of his 2023 RSUs vested; in each case, the compensation committee elected to pay the vested value in cash instead of issuing shares.

Neikirk received a new 2026 RSU award of 83,732 units that are scheduled to vest in three equal installments on January 1 of 2027, 2028 and 2029, with the committee able to settle each vesting in cash at its discretion. He also received a 2026 PSU award tied to company performance from January 1, 2026 through December 31, 2028, with a maximum of 167,464 shares (200% of the target PSUs) that may be earned and paid no later than March 15, 2029, again at the committee’s option 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^*

Neikirk Kenneth English

(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, GEN COUNSEL & SECRETARY

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			15,402	(1)	(2)	Common Stock	15,402	$0	15,402	D
Restricted Stock Units	(3)	01/01/2026		M			16,988	(3)	(4)	Common Stock	16,988	$0	33,978	D
Restricted Stock Units	(5)	01/01/2026		A		83,732		(5)	(6)	Common Stock	83,732	$0	83,732	D
Performance Share Units	(7)	01/01/2026		A		167,464(8)		(7)	(9)	Common Stock	167,464	$0	167,464	D
Restricted Stock Units	(10)	01/03/2026		M			21,455	(10)	(11)	Common Stock	21,455	$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	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What executive activity did Helix Energy Solutions Group (HLX) disclose in this Form 4?

The filing reports equity compensation activity for Ken Neikirk, executive vice president, general counsel and secretary of Helix Energy Solutions Group, including vesting of prior restricted stock unit (RSU) grants, cash settlement of those vested RSUs, and new RSU and performance share unit (PSU) awards granted in 2026.

How were Ken Neikirks 2023, 2024 and 2025 RSUs treated in the HLX Form 4?

For the 2023, 2024 and 2025 RSU grants, one-third tranches vested on January 3, 2024, January 3, 2025 and January 3, 2026 for the 2023 RSUs, and on January 1, 2025 and January 1, 2026 for the 2024 RSUs, with similar vesting for the 2025 RSUs beginning January 1, 2026. When the 2023, 2024 and 2025 RSUs vested in 2026, the compensation committee elected to pay the value of those vested units in cash instead of delivering shares.

What new 2026 RSU award did HLX grant to its executive Ken Neikirk?

The filing shows a new 2026 RSU award of 83,732 restricted stock units granted under Helix Energy Solutions Groups 2005 Long Term Incentive Plan, as amended. Each unit represents the right to receive one share of common stock, with forfeiture restrictions scheduled to lapse in three equal installments on January 1, 2027, January 1, 2028 and January 1, 2029, and the compensation committee retaining the option to settle each vesting in cash.

What are the terms of the 2026 performance share unit (PSU) award reported by HLX?

The 2026 PSU award, granted under the same long-term incentive plan, represents the contingent right to receive shares of Helix common stock based on company performance from January 1, 2026 through December 31, 2028. The actual number of PSUs that may be earned ranges from 0% to 200% of the target, with the amount reported in the form, 167,464 PSUs, reflecting the 200% maximum. Payment of earned PSUs is to occur no later than March 15, 2029, and may be settled in cash at the compensation committees discretion.

Does the Helix Energy Solutions Group (HLX) Form 4 indicate how many 2026 RSUs and PSUs are beneficially owned after these transactions?

Yes. Following the reported transactions, Ken Neikirk beneficially owns 83,732 derivative securities in the form of 2026 RSUs and 167,464 derivative securities in the form of 2026 PSUs as reported in Table II, each unit tied to one share of Helix Energy Solutions Group common stock, subject to future vesting and performance conditions.

What is the role of the compensation committee in HLXs 2026 RSU and PSU awards?

The compensation committee of Helix Energy Solutions Groups board administers these long-term incentive awards. For the 2026 RSUs and 2026 PSUs, the committee has the option, upon each vesting, to pay the value of the units in cash rather than issuing shares, and the PSUs are further conditioned on company performance over the specified three-year period.