Helix Energy Solutions (HLX) details new 2026 RSU and PSU awards to EVP & CFO

Rhea-AI Filing Summary

Helix Energy Solutions Group reported equity compensation activity for its EVP & CFO on Form 4. On January 1, 2026, restricted stock units granted in 2024 and 2025 vested in part, covering 21,077 and 26,466 units, respectively, and the Compensation Committee chose to pay the value of these vested portions in cash rather than delivering common shares.

Also on January 1, 2026, the executive received a new 2026 RSU award of 125,199 units and a 2026 PSU performance share award tied to company performance from January 1, 2026 through December 31, 2028. The filing notes that up to 250,398 shares may be earned for the 2026 PSUs, representing 200% of the granted amount, with settlement to occur no later than March 15, 2029 and potentially in cash at the committee’s discretion.

On January 3, 2026, the final one-third of a 2023 RSU grant, covering 29,359 units, also vested, and the committee again elected cash payment instead of issuing 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)
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			21,077	(1)	(2)	Common Stock	21,077	$0	21,077	D
Restricted Stock Units	(3)	01/01/2026		M			26,466	(3)	(4)	Common Stock	26,466	$0	52,933	D
Restricted Stock Units	(5)	01/01/2026		A		125,199		(5)	(6)	Common Stock	125,199	$0	125,199	D
Performance Share Units	(7)	01/01/2026		A		250,398(8)		(7)	(9)	Common Stock	250,398	$0	250,398	D
Restricted Stock Units	(10)	01/03/2026		M			29,359	(10)	(11)	Common Stock	29,359	$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 transactions did Helix Energy Solutions (HLX) disclose for its EVP & CFO?

The company disclosed vesting of 2023, 2024 and 2025 restricted stock units and new 2026 RSU and 2026 PSU equity awards for its EVP & CFO.

How many 2026 restricted stock units (RSUs) were granted to the HLX EVP & CFO?

The EVP & CFO received a 2026 RSU award covering 125,199 restricted stock units, each representing the right to receive one share of common stock, subject to forfeiture restrictions.

What is the potential maximum number of shares under the 2026 performance share units at Helix Energy Solutions (HLX)?

The 2026 performance share unit award can result in up to 250,398 shares of common stock, which the filing states represents 200% of the granted number and is the maximum that may be earned.

Over what period is performance measured for the 2026 PSUs at Helix Energy Solutions (HLX)?

The filing states that the 2026 PSUs depend on company performance over a three-year period from January 1, 2026 through December 31, 2028.

When will the 2026 PSUs for the HLX EVP & CFO be paid out?

The 2026 PSUs are to be paid upon vesting, and the document specifies that payment will occur no later than March 15, 2029, with the Compensation Committee able to settle in cash at its discretion.

How did Helix Energy Solutions handle the vested 2023, 2024 and 2025 RSUs for the EVP & CFO?

For the 2023, 2024 and 2025 RSUs, the Compensation Committee elected to pay in cash the value of the portions for which forfeiture restrictions lapsed on January 3, 2026 and January 1, 2026, instead of issuing common stock.

Is the Helix Energy Solutions (HLX) EVP & CFO considered an officer for reporting purposes?

Yes. The filing identifies the reporting person as an Officer of Helix Energy Solutions Group Inc., with the title EVP & CFO, and the report is filed by one reporting person.