Helix (HLX) CEO cash-settles 2023 performance share units after 151% vesting

Rhea-AI Filing Summary

HELIX ENERGY SOLUTIONS GROUP INC President and CEO Owen E. Kratz reported a transaction involving performance-based equity compensation. On this Form 4, he exercised or converted 368,292 Performance Share Units (2023 PSUs) granted under the company’s long-term incentive plan.

Each 2023 PSU represented a contingent right to receive one share of common stock, with the actual payout tied equally to total shareholder return versus a peer group and free cash flow generation versus benchmarks over a three-year period beginning January 1, 2023 and ending December 31, 2025. The award ultimately vested at 151% of the original 2023 PSUs granted. However, instead of issuing shares, the Compensation Committee elected to settle the vested PSUs in cash based on their value, so no common stock remained from this grant after the transaction.

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)
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			368,292	(1)	(1)	Common Stock	368,292	$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 HELIX ENERGY SOLUTIONS (HLX) report on this Form 4?

HELIX ENERGY SOLUTIONS reported that President and CEO Owen E. Kratz exercised or converted 368,292 Performance Share Units from a 2023 grant. These PSUs vested based on performance criteria, and the Compensation Committee chose to settle the award in cash rather than issuing company common shares.

How many Performance Share Units did the HELIX (HLX) CEO exercise or convert?

The CEO exercised or converted 368,292 Performance Share Units tied to a 2023 performance-based award. Each unit represented a contingent right to one share of common stock, subject to the company’s long-term incentive plan and specific performance conditions over a defined three-year period.

What performance period applied to the 2023 PSUs at HELIX (HLX)?

The 2023 Performance Share Units were measured over a three-year period beginning January 1, 2023 and ending December 31, 2025. Vesting depended equally on total shareholder return versus a selected peer group and generation of free cash flow compared to established benchmarks during that timeframe.

At what level did the HELIX (HLX) 2023 Performance Share Units vest?

The 2023 Performance Share Units vested at 151% of the number of PSUs originally granted. This vesting outcome reflected the company’s performance on total shareholder return and free cash flow metrics relative to specified benchmarks and peer comparisons defined in the award agreement.

Did HELIX (HLX) issue common shares for the CEO’s 2023 PSUs?

No common shares were issued for this transaction. Although each 2023 Performance Share Unit represented a contingent right to one share, the Compensation Committee elected to pay the value of the vested PSUs in cash, leaving zero PSUs or resulting shares outstanding from this grant.

What plan governed the HELIX (HLX) CEO’s 2023 Performance Share Units?

The 2023 Performance Share Units were granted under HELIX’s 2005 Long-Term Incentive Plan, as amended. They were also subject to a specific 2023 PSU Award Agreement, which detailed the performance metrics, potential payout range, and the Compensation Committee’s ability to determine the settlement method.