STOCK TITAN
  1. Home
  2. Sec-filings
  3. HLX
  4. [Form 4] HELIX ENERGY SOLUTIONS GROUP INC Insider Trading Activity

Helix ex-CEO cashes out 1.48M units at $10.30

Former CEO’s PSUs and RSUs were cashed out at $10.30 per share in connection with the Hornbeck merger.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HELIX ENERGY SOLUTIONS GROUP INC (symbol: HLX) is the issuer of record for a Form 4 filing submitted to the SEC. KRATZ OWEN E reported disposition transactions in this Form 4 filing.

HELIX ENERGY SOLUTIONS GROUP INC (HLX) reported that former director, president and CEO Owen E. Kratz had a total of 1,482,720 performance share units and restricted stock units converted into the right to receive cash on September 1, 2026 under a merger with Hornbeck Offshore Services at $10.30 per underlying share. Following these merger-related equity cancellations and cash payments, he is no longer subject to Section 16 reporting for transactions in Hornbeck Offshore Services, Inc. equity.

Positive

  • None.

Negative

  • None.
Insider KRATZ OWEN E
Role Insider
Type Security Shares Price Value
Exercise Performance Share Units F1, F2 262,646 $0.00 $0.00
Exercise Performance Share Units F1, F3 257,833 $0.00 $0.00
Exercise Performance Share Units F1, F4 488,038 $0.00 $0.00
Exercise Restricted Stock Units F1, F5 58,366 $0.00 $0.00
Exercise Restricted Stock Units F1, F6 128,756 $0.00 $0.00
Exercise Restricted Stock Units F1, F7 287,081 $0.00 $0.00
Holdings After Transaction: Performance Share Units — 0 contracts (Direct); Restricted Stock Units — 0 contracts (Direct)
Footnotes (7)
  1. F1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc. Odyssey Sub, Inc., Hercules Sub LLC and Hornbeck Offshore Services, Inc. (the "Merger Agreement"), each award of performance share units (a "Parent PSU Award") and each award of restricted stock units (a "Parent RSU Award") owned by the reporting person as of the Effective Time was canceled in exchange for an amount in cash equal to the number of shares of Parent Common Stock subject to such Parent PSU Award or Parent RSU Award multiplied by the closing price of a share of Parent Common Stock on the NYSE on the Trading Day immediately prior to the Closing Date, which was $10.30.
  2. F2. Each performance share unit subject to the Parent PSU Award granted on January 1, 2024 ("2024 Parent PSU Award") pursuant to the Parent's 2005 Long-Term Incentive Plan (as amended, the "LTIP") represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2024 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 150.0% of the 2024 Parent PSU Award was earned by the reporting person.
  3. F3. Each performance share unit subject to the Parent PSU Award granted on January 1, 2025 ("2025 Parent PSU Award") pursuant to the LTIP represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2025 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 133.5% of the 2025 Parent PSU Award was earned by the reporting person.
  4. F4. Each performance share unit subject to the Parent PSU Award granted on January 1, 2026 ("2026 Parent PSU Award") pursuant to the LTIP represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2026 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 170.0% of the 2026 Parent PSU Award was earned by the reporting person.
  5. F5. Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2024 ("2024 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Forfeiture restrictions lapsed with respect to one-third of the 2024 Parent RSU Award on January 1, 2025, forfeiture restrictions with respect to an additional one-third of the award lapsed on January 1, 2026 and, pursuant to the Merger Agreement, the remaining forfeiture restrictions with respect to the award lapsed on September 1, 2026.
  6. F6. Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2025 ("2025 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Forfeiture restrictions lapsed with respect to one-third of the 2025 Parent RSU Award on January 1, 2026 and, pursuant to the terms of the Merger Agreement, the remaining forfeiture restrictions with respect to the award lapsed on September 1, 2026.
  7. F7. Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2026 ("2026 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Pursuant to the terms of the Merger Agreement, all forfeiture restrictions with respect to the 2026 Parent RSU Award lapsed on September 1, 2026.
Total PSUs and RSUs converted 1,482,720 units Aggregate derivative exercises/cancellations on September 1, 2026
Cash-out price per share $10.30 per share Closing price on NYSE on trading day before merger closing
2024 PSU award units 262,646 units Performance share units canceled for cash on September 1, 2026
2025 PSU award units 257,833 units Performance share units canceled for cash on September 1, 2026
2026 PSU award units 488,038 units Performance share units canceled for cash on September 1, 2026
2024 RSU award units 58,366 units Restricted stock units canceled for cash on September 1, 2026
2025 RSU award units 128,756 units Restricted stock units canceled for cash on September 1, 2026
2026 RSU award units 287,081 units Restricted stock units canceled for cash on September 1, 2026
Agreement and Plan of Merger regulatory
"Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 22, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
performance share units financial
"each award of performance share units (a "Parent PSU Award")"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
restricted stock units financial
"each award of restricted stock units (a "Parent RSU Award")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Effective Time regulatory
"owned by the reporting person as of the Effective Time was canceled"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
forfeiture restrictions financial
"Forfeiture restrictions lapsed with respect to one-third of the 2024 Parent RSU Award"
Long-Term Incentive Plan financial
"pursuant to the Parent's 2005 Long-Term Incentive Plan (as amended, the "LTIP")"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

FAQ

What insider equity transactions were reported for HLX on this Form 4?
The filing reports that Owen E. Kratz had 1,482,720 performance share units and restricted stock units converted into a right to receive cash on September 1, 2026 in connection with a merger, with no open-market stock purchases or sales reported.

How many HLX performance share units did the former CEO have canceled for cash?
The former CEO had three blocks of performance share units converted: 262,646 from the 2024 award, 257,833 from the 2025 award, and 488,038 from the 2026 award, each exchanged for a cash amount based on $10.30 per share.

How many HLX restricted stock units were included in the cash-out?
Three restricted stock unit awards were included: 58,366 units from the 2024 RSU award, 128,756 from the 2025 RSU award, and 287,081 from the 2026 RSU award, all canceled and paid in cash at $10.30 per underlying share under the merger terms.

Was a Rule 10b5-1 trading plan involved in this HLX Form 4?
No. The filing indicates that no Rule 10b5-1 trading plan was involved; the equity award cancellations and cash payments occurred pursuant to the Agreement and Plan of Merger rather than an open-market trading program.

Is the former HLX CEO still required to file Forms 4 and 5 after the merger?
No. The filing states that, following the transactions contemplated by the merger agreement, the former CEO is no longer subject to Section 16 for transactions in Hornbeck Offshore Services, Inc. equity and will no longer file Forms 4 or 5 for those securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
X
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 TEXAS 77043
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HORNBECK OFFSHORE SERVICES, INC. [ HOS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units(1)(2)09/01/2026M262,646 (1)(2) (1)(2)Common Stock262,646$00D
Performance Share Units(1)(3)09/01/2026M257,833 (1)(3) (1)(3)Common Stock257,833$00D
Performance Share Units(1)(4)09/01/2026M488,038 (1)(4) (1)(4)Common Stock488,038$00D
Restricted Stock Units(1)(5)09/01/2026M58,366 (1)(5) (1)(5)Common Stock58,366$00D
Restricted Stock Units(1)(6)09/01/2026M128,756 (1)(6) (1)(6)Common Stock128,756$00D
Restricted Stock Units(1)(7)09/01/2026M287,081 (1)(7) (1)(7)Common Stock287,081$00D
Explanation of Responses:
1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc. Odyssey Sub, Inc., Hercules Sub LLC and Hornbeck Offshore Services, Inc. (the "Merger Agreement"), each award of performance share units (a "Parent PSU Award") and each award of restricted stock units (a "Parent RSU Award") owned by the reporting person as of the Effective Time was canceled in exchange for an amount in cash equal to the number of shares of Parent Common Stock subject to such Parent PSU Award or Parent RSU Award multiplied by the closing price of a share of Parent Common Stock on the NYSE on the Trading Day immediately prior to the Closing Date, which was $10.30.
2. Each performance share unit subject to the Parent PSU Award granted on January 1, 2024 ("2024 Parent PSU Award") pursuant to the Parent's 2005 Long-Term Incentive Plan (as amended, the "LTIP") represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2024 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 150.0% of the 2024 Parent PSU Award was earned by the reporting person.
3. Each performance share unit subject to the Parent PSU Award granted on January 1, 2025 ("2025 Parent PSU Award") pursuant to the LTIP represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2025 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 133.5% of the 2025 Parent PSU Award was earned by the reporting person.
4. Each performance share unit subject to the Parent PSU Award granted on January 1, 2026 ("2026 Parent PSU Award") pursuant to the LTIP represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2026 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 170.0% of the 2026 Parent PSU Award was earned by the reporting person.
5. Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2024 ("2024 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Forfeiture restrictions lapsed with respect to one-third of the 2024 Parent RSU Award on January 1, 2025, forfeiture restrictions with respect to an additional one-third of the award lapsed on January 1, 2026 and, pursuant to the Merger Agreement, the remaining forfeiture restrictions with respect to the award lapsed on September 1, 2026.
6. Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2025 ("2025 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Forfeiture restrictions lapsed with respect to one-third of the 2025 Parent RSU Award on January 1, 2026 and, pursuant to the terms of the Merger Agreement, the remaining forfeiture restrictions with respect to the award lapsed on September 1, 2026.
7. Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2026 ("2026 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Pursuant to the terms of the Merger Agreement, all forfeiture restrictions with respect to the 2026 Parent RSU Award lapsed on September 1, 2026.
Remarks:
FORMER DIRECTOR, PRESIDENT & CEO Following the transactions contemplated by the Merger Agreement, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of Hornbeck Offshore Services, Inc. (formerly named Helix Energy Solutions Group, Inc.) and therefore will no longer report any such transactions on Form 4 or Form 5. Capitalized terms used herein without definition have the meanings ascribed to them in the Merger Agreement.
/s/ Owen E. Kratz09/02/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR