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HELIX ENERGY SOLUTIONS GROUP INC (HLX) has a notice of proposed sale under Rule 144 for up to 2,500,000 shares of Common Stock, with an aggregate market value of $26,361,000. The filing lists 147,382,447 shares of Common Stock outstanding and identifies Owen E. Kratz, an officer, as the person for whose account the securities may be sold, using Stifel Nicolaus & Company Inc as broker and the NYSE as the listed market.
The shares to be sold were acquired over time, including 2,296,000 shares through equity compensation events dated January 2, 2009 to January 2, 2025, and 204,000 shares through open market purchases dated June 24, 2009 and August 2, 2010.
Helix Energy Solutions Group, Inc. (HLX) completed its previously announced merger with Legacy Hornbeck Offshore Services. Helix converted to a Delaware corporation, completed a two-step merger, and was renamed Hornbeck Offshore Services, Inc., whose common stock is expected to trade on the NYSE as “HOS”.
Legacy Hornbeck shareholders received 10.27167 shares of new common stock for each Legacy Hornbeck share, with cash paid for fractional shares. Legacy Creditor Warrants and equity awards were converted into Hornbeck equity or cash, and Jones Act Warrants are now exercisable for 10.27167 shares each, subject to citizenship restrictions.
Legacy Hornbeck’s 2025 results show revenue of $719.8 million and net income of $173.4 million, with total assets of $1.15 billion and equity of $568.4 million. The company has $440.6 million of second-lien term debt due 2033 and an undrawn first-lien revolver, recently upsized to $125 million, while a $120 million ABL facility was terminated with no borrowings outstanding. Governance transitioned to a new board and management team aligned with the combined business.
HELIX ENERGY SOLUTIONS GROUP, INC. (HLX) reported that its shareholders approved all proposals necessary to complete an all-stock combination with Hornbeck Offshore Services, Inc. at a special meeting held on August 31, 2026. At the record date of July 27, 2026, 147,382,447 shares of Helix common stock were issued and outstanding. Multiple proposals received strong support, with several items drawing over 126 million votes in favor versus under 1.2 million votes against, while one proposal saw 57,242,463 votes for and 69,985,545 against.
The transaction is structured as an all-stock combination, after which Hornbeck securityholders are expected to own approximately 55% and Helix shareholders approximately 45% of the combined company on a fully diluted basis. The combined company will be named “Hornbeck Offshore Services, Inc.” and is expected to trade on the New York Stock Exchange under the ticker “HOS.” Closing is expected on September 1, 2026, subject to remaining conditions. Helix and Hornbeck describe the combined business as an integrated offshore services company with expanded scale and capabilities across deepwater energy, defense and renewables markets.
Helix Energy Solutions Group, Inc. (HLX) is soliciting support for Proposal 2 at its August 31, 2026 special meeting, seeking to increase authorized capital to 400,000,000 shares of common stock and 10,000,000 shares of preferred stock.
The increase is described as a condition to consummation of Helix’s proposed business combination with Hornbeck Offshore Services, Inc., because additional authorized common shares are needed to issue merger consideration to Hornbeck equityholders. The board notes that ISS recommended voting for the merger-related proposals but against Proposal 2 due to concerns about “blank check” preferred stock. Helix states that the combined company’s board does not intend to issue blank check preferred shares for anti-takeover purposes and will not, without prior shareholder approval, use preferred stock for defensive purposes or a shareholder rights plan. The board highlights that Glass Lewis and Egan-Jones have recommended voting for Proposal 2 and urges shareholders to vote for all proposals before the proxy cutoff on August 30, 2026.
Helix Energy Solutions Group, Inc. (HLX) is asking shareholders to support Proposal 2 at its August 31, 2026 special meeting, which would increase authorized capital to up to 400,000,000 shares of common stock and 10,000,000 shares of preferred stock. This increase is a stated condition to completing Helix’s proposed business combination with Hornbeck Offshore Services, Inc., because additional authorized common shares are needed to issue consideration to Hornbeck equityholders. The letter notes that Glass Lewis and Egan-Jones support Proposal 2, while ISS recommended against it over concerns about “blank check” preferred shares. Helix’s board states the combined company board does not intend to issue preferred stock for anti-takeover purposes and will not use it for defensive measures or a shareholder rights plan without prior shareholder approval, and it recommends voting “FOR” all proposals related to the transaction.
Helix Energy Solutions Group recast its 2025 financial statements to treat the sold Helix Alliance Shallow Water Abandonment business as discontinued operations, as required for incorporation into an effective S-4 registration related to its pending merger with Hornbeck Offshore Services.
From continuing operations in 2025, Helix generated net revenues of about $1.09 billion, net income of $17.9 million and total net income, including discontinued operations, of $30.8 million. Adjusted EBITDA was $238.1 million from continuing operations and $271.9 million including discontinued operations, reflecting weaker Well Intervention margins and a long-lived asset impairment of $18.1 million on the Thunder Hawk field.
Free Cash Flow was $120.4 million and liquidity remained strong, with year-end 2025 cash and cash equivalents of $445.2 million, Net Debt of $(137.2) million and total liquidity of $553.6 million. Backlog totaled $1.3 billion, including $676 million expected to be performed in 2026, providing multi‑year visibility across Well Intervention, Robotics and Production Facilities.
Helix Energy Solutions Group reported stronger results for the quarter ended June 30, 2026. Net revenues from continuing operations were $304.0 million, up 21% year over year, with gross profit of $56.2 million and income from continuing operations of $15.3 million versus a loss in 2025. Including discontinued operations, net income was $22.7 million or $0.15 per share.
Helix completed the sale of its Helix Alliance shallow-water decommissioning business for an estimated $104.2 million cash, recording a $16.1 million pre-tax gain and sharpening its focus on deepwater well intervention, robotics and production facilities. Operating cash flow from continuing operations reached $101.5 million in the first half, supporting Free Cash Flow of $105.7 million and a cash balance of $652.2 million against total debt of $304.3 million, resulting in a net cash position. Backlog was about $1.1 billion, with $421 million expected to be performed during the remainder of 2026. Helix also agreed to merge with Hornbeck Offshore Services; on a fully diluted basis, existing Helix and Hornbeck securityholders are expected to own approximately 45% and 55% of the combined company, respectively, subject to shareholder approval and closing conditions.
Helix Energy Solutions Group, Inc. furnished information on its financial results for the second quarter 2026. The company issued a press release and related earnings presentation, which are provided as Exhibits 99.1 and 99.2 and made available on its investor relations website.
Because of a pending merger with Hornbeck Offshore Services, Inc., Helix will not host a conference call or webcast to discuss the quarter. The information in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is furnished rather than filed and is not incorporated into Securities Act filings unless specifically identified.
Helix Energy Solutions Group, Inc. plans a stock-for-stock business combination with Hornbeck Offshore Services, Inc. under an Agreement and Plan of Merger. Helix will first convert from a Minnesota to a Delaware corporation, after which its name will change to Hornbeck Offshore Services, Inc. and its common stock will trade on the NYSE under ticker HOS.
In the first merger, each share of Hornbeck common stock will be converted into the right to receive 10.27167 shares of Converted Helix Common Stock, with cash paid in lieu of fractional shares. Hornbeck will then merge into a Helix subsidiary, becoming an indirect wholly owned subsidiary. Existing Helix shareholders will see their current shares automatically become Converted Helix Common Stock on a one-for-one basis in the Conversion.
Immediately following closing, Helix and Hornbeck securityholders are expected to own approximately 65% and 35%, respectively, of the issued and outstanding common stock, and on a fully diluted, as-converted basis approximately 45% and 55%, respectively. A special meeting of Helix shareholders on August 31, 2026 will vote on multiple required merger proposals, governance and charter changes, and related matters; completion of the mergers depends on approval of all required merger proposals.