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.
Helix Energy Solutions Group reported equity compensation changes for its EVP & COO. On January 1, 2026, the officer received a new grant of 109,649 Restricted Stock Units ("2026 RSUs") and a Performance Share Unit award of 219,298 potential shares, representing 200% of the 2026 PSU target as the maximum that may be earned based on company performance from January 1, 2026 through December 31, 2028. The 2026 RSUs are scheduled to vest in three equal installments on January 1, 2027, January 1, 2028, and January 1, 2029, while any 2026 PSUs earned are payable no later than March 15, 2029. The filing also notes that for previously granted 2023, 2024 and 2025 RSUs, the Compensation Committee elected to pay in cash the value of portions that vested on January 1, 2026 and January 3, 2026 instead of delivering shares.
Helix Energy Solutions Group President and CEO, who is also a director, reported multiple equity compensation events. On January 1, 2026, previously granted restricted stock units from 2024 and 2025 vested in part, and the Compensation Committee chose to pay the value of those vested units in cash rather than issuing shares.
On the same date, the CEO received a new grant of 287,081 restricted stock units (2026 RSUs), scheduled to vest in three equal annual installments on January 1 of 2027, 2028 and 2029, with the Committee able to settle each vesting in cash. He also received a 2026 performance share unit (PSU) award, with the number of shares ultimately earned ranging from 0% to 200% of the target based on company performance from January 1, 2026 through December 31, 2028, and payment due no later than March 15, 2029, again at the Committee’s discretion in cash. Additional 2023 RSUs vested on January 3, 2026 and were likewise paid in cash.
Helix Energy Solutions Group announced an executive leadership transition as President and CEO Owen Kratz informed the board of his intention to retire. He plans to continue serving as CEO until the board appoints a successor to support continuity and a smooth transition.
The company also issued a press release on December 17, 2025 describing the leadership change, which is furnished as Exhibit 99.1 to this report.
Helix Energy Solutions Group reported insider equity activity by one of its directors. On 12/10/2025, the director received a restricted stock award of 20,690 shares of common stock under the company’s 2005 Long Term Incentive Plan, which carries no purchase or sales price.
On 12/11/2025, 5,506 shares of common stock were forfeited at $7.25 per share to satisfy tax obligations related to the vesting of the restricted stock award. Following these transactions, the director directly beneficially owns 121,663 shares of Helix Energy Solutions Group common stock.
Helix Energy Solutions Group reported a routine insider equity change involving one of its directors. On 12/10/2025, the director received a grant of 20,690 shares of common stock as a restricted stock award under the company’s 2005 Long Term Incentive Plan, which has no purchase or sale price. On 12/11/2025, 5,506 shares were forfeited to cover tax obligations related to the vesting of this restricted stock. After these transactions, the director beneficially owned 211,775 shares of Helix Energy common stock in direct ownership.
Helix Energy Solutions Group reported an insider equity award for one of its directors. On 12/10/2025, the director acquired 20,690 shares of common stock, reported as an acquisition with a price of $0 because it is a restricted stock grant under the company’s 2005 Long Term Incentive Plan, as amended effective May 15, 2024. After this grant, the director beneficially owns 392,827 shares directly.
Helix Energy Solutions Group Inc. reported an insider equity transaction by one of its directors. On 12/10/2025, the director received 20,690 shares of common stock as a restricted stock award under the company’s 2005 Long Term Incentive Plan, which carries no purchase or sale price. On 12/11/2025, 4,762 shares were forfeited at a price of $7.25 per share to cover tax obligations arising from the vesting of this restricted stock award. After these transactions, the director beneficially owned 121,135 shares of Helix common stock in direct ownership.
Helix Energy Solutions Group reported an insider equity award for a director. On December 10, 2025 the reporting person received 20,690 shares of common stock as a restricted stock award under the company’s 2005 Long Term Incentive Plan, which carries no purchase price to the recipient. On December 11, 2025, 3,274 shares were forfeited at $7.25 per share to satisfy tax obligations tied to the vesting of the restricted stock. After these transactions, the director directly owns 95,630 shares of Helix Energy Solutions common stock.
Helix Energy Solutions Group, Inc. reported that one of its directors received a restricted stock award of 20,690 shares of common stock on 12/10/2025. The award was granted under the company’s 2005 Long Term Incentive Plan, as amended and restated effective May 15, 2024, and therefore carries no purchase or sale price. After this grant, the director beneficially owns 61,704 shares of Helix common stock in direct ownership.