Helix (NYSE: HLX) COO settles 140,667 2023 performance share units in cash

Rhea-AI Filing Summary

HELIX ENERGY SOLUTIONS GROUP INC EVP & COO Scott Andrew Sparks reported the cash settlement of performance share units (PSUs). On the reported date, he exercised 140,667 2023 PSUs, a derivative security, at a stated price of $0.0000 per unit.

According to the award terms, each 2023 PSU represented a contingent right to one share of common stock under the company’s long-term incentive plan, with payout ranging from 0–200% based on total shareholder return and free cash flow performance over the three-year period beginning January 1, 2023 and ending December 31, 2025. The amount earned and vested was 151% of the original 2023 PSU grant, and the Compensation Committee elected to pay the value of the vested 2023 PSUs in cash rather than issuing common shares, leaving zero 2023 PSUs outstanding following 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^*

Sparks Scott Andrew

(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 & COO

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			140,667	(1)	(1)	Common Stock	140,667	$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
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FAQ

What insider transaction did Helix (HLX) EVP & COO Scott Sparks report?

Scott Sparks reported exercising 140,667 2023 Performance Share Units as a derivative security. These PSUs vested based on three-year performance metrics and were settled in cash rather than company stock, leaving no 2023 PSUs outstanding after the transaction.

How were Helix (HLX) 2023 Performance Share Units earned and vested for Scott Sparks?

The 2023 PSUs could vest between 0–200% of target based on total shareholder return and free cash flow benchmarks. For Scott Sparks, 151% of the granted 2023 PSUs were earned and vested after the three-year performance period ending December 31, 2025.

Did Helix (HLX) issue common stock for Scott Sparks’ 2023 PSU vesting?

No, common stock was not issued upon vesting of the 2023 PSUs. The Compensation Committee chose to pay the value of the vested 2023 Performance Share Units in cash instead, so the derivative units were settled without increasing outstanding common shares.

What performance period applied to Helix (HLX) 2023 Performance Share Units?

The 2023 Performance Share Units were tied to a three-year performance period. Metrics were measured from January 1, 2023 through December 31, 2025, using total shareholder return versus a peer group and free cash flow generation relative to benchmarks to determine vesting.

Under which plan were Helix (HLX) 2023 PSUs granted to Scott Sparks?

The 2023 Performance Share Units were granted under Helix’s 2005 Long-Term Incentive Plan, as amended. Each unit represented a contingent right to receive one share of common stock, subject to plan terms and the specific 2023 PSU Award Agreement performance conditions.

What was the price per unit in Scott Sparks’ Helix (HLX) Form 4 transaction?

The Form 4 reports a transaction price of $0.0000 per Performance Share Unit. This reflects that the 2023 PSUs were equity-based incentive awards under the company’s long-term incentive plan, with value determined by performance outcomes and settled in cash at vesting.