Helix Energy (HLX) EVP’s 2023 performance share units vest at 151% and are paid in cash

Rhea-AI Filing Summary

HELIX ENERGY SOLUTIONS GROUP INC executive Kenneth English Neikirk reported the vesting and exercise of Performance Share Units granted on January 3, 2023 under the company’s Long-Term Incentive Plan. These units represented a contingent right to receive common stock based on three-year performance ending December 31, 2025.

The award could pay out from 0% to 200% of the original grant depending equally on relative total shareholder return and free cash flow generation versus benchmarks. The final payout level was 151% of the 2023 PSUs granted, but the Compensation Committee elected to pay the value of the vested units in cash rather than deliver shares, so no common stock remained from this derivative position after the transaction.

Insider Trade Summary

97,188 shares exercised/converted

Mixed 1 txn

Insider Neikirk Kenneth English

Role EVP, GEN COUNSEL & SECRETARY

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	97,188	$0.00	--

Holdings After Transaction: Performance Share Units — 0 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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)
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			97,188	(1)	(1)	Common Stock	97,188	$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	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did HELIX ENERGY (HLX) executive Kenneth Neikirk report on this Form 4?

Kenneth Neikirk reported the vesting and exercise of 2023 Performance Share Units under Helix Energy’s Long-Term Incentive Plan. These units converted based on three-year performance criteria and were ultimately settled in cash rather than in shares of common stock.

How were the 2023 Performance Share Units for HELIX ENERGY (HLX) structured?

Each 2023 Performance Share Unit represented a contingent right to receive one share of Helix Energy common stock. The actual payout depended on total shareholder return versus peers and free cash flow generation versus benchmarks over the three-year period beginning January 1, 2023.

What performance outcome was achieved for HELIX ENERGY (HLX) 2023 PSUs?

The amount earned and vested for the 2023 Performance Share Units was 151% of the number of PSUs originally granted. That percentage reflects Helix Energy’s combined results for relative total shareholder return and free cash flow metrics over the specified three-year performance period.

Did HELIX ENERGY (HLX) issue common shares for the vested 2023 PSUs?

The Compensation Committee elected to pay the value of the vested 2023 Performance Share Units in cash. Because the award was cash-settled, the transaction did not leave Performance Share Units outstanding and did not deliver common shares from this specific grant.

What plan governed the HELIX ENERGY (HLX) 2023 Performance Share Units?

The 2023 Performance Share Units were granted under Helix Energy’s 2005 Long-Term Incentive Plan, as amended. They were also subject to a specific 2023 PSU Award Agreement detailing performance conditions, vesting mechanics, and the Compensation Committee’s discretion over payout form.