Helix Energy Solutions Group HLX Form 10-Q filing Q2 FY2026

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands)

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

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(1) Includes cash and cash equivalents of continuing and discontinued operations.

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The accompanying notes are an integral part of these condensed consolidated financial statements.

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Note 1 — Basis of Presentation and New Accounting Standards

The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its subsidiaries (collectively, “Helix”). Unless the context indicates otherwise, the terms “we,” “us” and “our” in this report refer collectively to Helix and its subsidiaries. All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements in U.S. dollars have been prepared in accordance with instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income (loss), statements of shareholders’ equity and statements of cash flows, as applicable. The operating results for the three- and six-month periods ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Our balance sheet as of December 31, 2025 included herein has been derived from the audited balance sheet as of December 31, 2025 included in our 2025 Annual Report on Form 10-K (our “2025 Form 10-K”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in our 2025 Form 10-K.

Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format.

On May 1, 2026, we completed the sale of Helix Alliance, which comprised our former Shallow Water Abandonment reportable segment. The transaction represented a strategic shift that had a major effect on our operations and financial results. Accordingly, the historical results of Helix Alliance are presented as discontinued operations in our consolidated financial statements for all periods presented. Unless otherwise noted, amounts and disclosures in the Notes to the Condensed Consolidated Financial Statements reflect only our continuing operations. See Note 3 for additional information.

New accounting standards

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Disaggregation of Income Statement Expenses,” which requires entities to disclose, on an annual and interim basis, specified information about certain costs and expenses: a) the amounts of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption; b) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; c) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and d) the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses. ASU No. 2024-03 will be effective for us for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028. This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements.

We do not expect other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

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Note 2 — Company Overview

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations. Our services are key in supporting a global energy transition:

• Production maximization — our assets and methodologies are specifically designed to safely and efficiently enhance and extend the lives of existing oil and gas reserves;
• Decommissioning — we are a full-field abandonment contractor with vessels and systems to safely and efficiently decommission offshore wells and infrastructure; and
• Renewables — we are an established global leader in jet trenching and provide specialty support services to renewable energy developments (primarily offshore wind farms), including boulder removal and unexploded ordnance clearance.

We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of America, Brazil, North Sea, West Africa and Asia Pacific regions. Our North Sea operations are usually subject to seasonal changes in activity levels, which generally peak in the summer months and decline in the winter months. Our services are segregated into three reportable business segments: Well Intervention, Robotics and Production Facilities. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026. See Note 3 for additional information.

Our Well Intervention segment provides services enabling our customers to safely access subsea offshore wells for the purpose of performing production enhancement or decommissioning operations, thereby mitigating the need to drill new wells by extending the useful lives of existing wells and preserving the environment by preventing uncontrolled releases of oil and natural gas. Our well intervention vessels include the Q4000, the Q5000, the Q7000, the Seawell, the Well Enhancer, and two chartered vessels, the Sea Helix 1 (formerly Siem Helix 1) and the Siem Helix 2. Our well intervention equipment includes intervention systems such as intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module, some of which we provide on a stand-alone basis.

Our Robotics segment provides subsea trenching, seabed clearance, offshore construction and inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting the delivery of renewable energy and supporting the responsible transition to additional energy sources. Additionally, our robotics services are used in and complement our well intervention services. Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, IROV boulder grabs and robotics support vessels under term charters as well as spot vessels as needed. We offer our ROVs, trenchers and IROV boulder grabs on a stand-alone basis or on an integrated basis with chartered robotics support vessels.

Our Production Facilities segment includes the Helix Producer I (the “HP I”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), which combines our capabilities with certain well control equipment that can be deployed to respond to a well control incident, and our ownership of mature oil and gas properties. All of our current Production Facilities activities are located in the Gulf of America.

On April 22, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hornbeck Offshore Services, Inc., a Delaware corporation (“Hornbeck”), Odyssey Sub, Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Parent Sub”), and Hercules Sub LLC, a Delaware limited liability company and our direct, wholly owned subsidiary (“LLC Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into Hornbeck, with Hornbeck continuing as the surviving entity (the “Surviving Corporation”) (the “First Company Merger”), and (ii) immediately following the First Company Merger, the Surviving Corporation will merge with and into LLC Sub (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”), with LLC Sub continuing as the surviving entity (the “Combined Company”).

Upon consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), we expect that, on a fully diluted basis and after accounting for Hornbeck options and Hornbeck warrants issued pursuant to Hornbeck’s Jones Act Warrant Agreement that will be assumed by the Combined Company in connection with the Mergers, securityholders of Helix and Hornbeck immediately prior to the Mergers will own, on an as-converted basis, approximately 45% and 55%, respectively, of the Combined Company. Following the Transactions, we expect that our name will be changed to “Hornbeck Offshore Services, Inc.,” and that our common stock will remain listed on the New York Stock Exchange (the “NYSE”) and will trade under the new ticker symbol, “HOS.” Subject to the approval of our shareholders at the Special Meeting scheduled for August 31, 2026 and the satisfaction of other customary closing conditions, the Transactions are expected to be consummated on September 1, 2026. However, no assurance can be given as to when, or if, the Transactions will be consummated.

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Note 3 — Discontinued Operations

On May 1, 2026, we entered into an equity purchase agreement with C-Dive, L.L.C., a Louisiana limited liability company (“C-Dive”), and completed the sale of all equity interests of Helix Alliance for cash consideration of $107.5 million, subject to customary post-closing and working capital adjustments. As of June 30, 2026, the estimated sale price was $104.2 million, which included a nominal estimated working capital adjustment and was net of $3.3 million of cash retained by Helix Alliance at closing. These customary and transaction-specific price adjustments are subject to further changes through the date of the final closing adjustments.

Helix Alliance represented our Gulf of America-focused Shallow Water Abandonment business that predominantly provided decommissioning services with a diversified fleet of marine assets, including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, plug and abandonment (“P&A”) systems and coiled tubing (“CT”) systems. Following the sale of Helix Alliance, we no longer have a prominent presence in the decommissioning market in the Gulf of America shelf, which reflects a strategic shift back to focusing on our deepwater operations. Because Helix Alliance was a major component of our business operations and its financial results constituted the entirety of the Shallow Water Abandonment business segment, we have classified Helix Alliance as discontinued operations.

During the three-month period ended June 30, 2026, we recorded a $16.1 million pre-tax gain on the sale of Helix Alliance, which was calculated as the cash consideration received less the carrying value of the discontinued operation at closing and is included in “Income (loss) from discontinued operations, net of tax” in the accompanying condensed consolidated statements of operations.

In connection with the sale of Helix Alliance on May 1, 2026, we entered into an arrangement with C-Dive to retain the contractual rights and obligations to complete certain lump-sum full-field decommissioning work. Under the arrangement, we will utilize equipment of Helix Alliance, and Helix Alliance will invoice the customer on our behalf and remit those collections to us. This ongoing involvement with the discontinued operation will continue until the completion of the decommissioning work under the arrangement, which is expected within the next 12 months.

Financial Information of Discontinued Operations

The following table presents the components of assets and liabilities classified as discontinued operations (in thousands):

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(1) The carrying value of Helix Alliance at closing was significantly lower than its carrying value at December 31, 2025 as a portion of its accounts receivable had been collected and approximately $42.0 million of cash was remitted from Helix Alliance to Helix during the four-month period ended April 30, 2026.

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The following table presents the components of “Income (loss) from discontinued operations, net of tax” (in thousands):

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(1) Amounts for the three-month period ended June 30, 2026 included one month of Helix Alliance’s operating results, the gain on sale of Helix Alliance as well as immaterial amounts of revenues and costs related to the ongoing arrangement mentioned above.

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The following table presents certain cash flow items related to discontinued operations (in thousands):

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Note 4 — Details of Certain Accounts

Other current assets consist of the following (in thousands):

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Other assets, net consist of the following (in thousands):

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(1) Represents prepayments to the owner of the Sea Helix 1 and the Siem Helix 2, which may be used to offset certain payment obligations associated with the vessels at the end of their respective charter term.

(2) Represents the present value of receivables for P&A work to be performed by us on Droshky field oil and gas properties we acquired from Marathon Oil Corporation in 2019.

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Accrued liabilities consist of the following (in thousands):

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Other non-current liabilities consist of the following (in thousands):

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Note 5 — Leases

We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2034.

The following table details the components of our lease cost (in thousands):

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Maturities of our operating lease liabilities as of June 30, 2026 are as follows (in thousands):

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Maturities of our operating lease liabilities as of December 31, 2025 are as follows (in thousands):

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The following table presents the weighted average remaining lease term and discount rate:

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The following table presents other information related to our operating leases (in thousands):

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(1) Our operating lease additions are primarily related to the charter for the Patriot during the six-month period ended June 30, 2026, and the charter for the Trym during the six-month period ended June 30, 2025.

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See Note 14 for additional information on our significant leases.

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Note 6 — Long-Term Debt

Scheduled maturities of our long-term debt outstanding as of June 30, 2026 are as follows (in thousands):

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(1) Debt discount and debt issuance costs are amortized to interest expense over the term of the applicable debt agreement.

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Below is a summary of our indebtedness:

Credit Agreement

On September 30, 2021, we entered into an asset-based credit agreement with Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. and Zions Bancorporation and subsequently we entered into various amendments (collectively, the “Amended ABL Facility”). The Amended ABL Facility provides a $120 million asset-based revolving credit line that matures on August 2, 2029, with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $50 million. The Amended ABL Facility permits us to request an increase of the facility of up to $30 million, subject to certain conditions.

Commitments under the Amended ABL Facility are comprised of separate U.S. and U.K. revolving credit facility commitments of $85 million and $35 million, respectively. The Amended ABL Facility provides funding based on a borrowing base calculation that includes eligible U.S. and U.K. customer accounts receivable and cash and provides for a $55 million sub-limit for the issuance of letters of credit. As of June 30, 2026, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $66.9 million, net of $1.5 million of letters of credit issued and includes $2.6 million of cash pledged to the facility.

We and certain of our U.S. and U.K. subsidiaries are the current borrowers under the Amended ABL Facility, whose obligations under the Amended ABL Facility are guaranteed by those borrowers and certain other U.S. and U.K. subsidiaries, excluding Cal Dive I – Title XI, Inc. (“CDI Title XI”), Helix Offshore Services Limited and certain other enumerated subsidiaries. Other subsidiaries may be added as guarantors of the facility in the future. The Amended ABL Facility is secured by all accounts receivable and designated deposit accounts of the U.S. borrowers and guarantors, and by substantially all of the assets of the U.K. borrowers and guarantors.

U.S. borrowings under the Amended ABL Facility bear interest at the Term SOFR rate (also known as CME Term SOFR as administered by CME Group, Inc.) plus a margin of 1.50% to 2.00% or at a base rate plus a margin of 0.50% to 1.00%. U.K. borrowings under the Amended ABL Facility denominated in U.S. dollars bear interest at the Term SOFR rate with SOFR adjustment of 0.10% and U.K. borrowings denominated in the British pound bear interest at the SONIA daily rate, each plus a margin of 1.50% to 2.00%. We also pay a commitment fee of 0.375% to 0.50% per annum on the unused portion of the facility.

The Amended ABL Facility includes certain limitations on our ability to incur additional indebtedness, grant liens on assets, pay dividends and make distributions on equity interests, dispose of assets, make investments, repay certain indebtedness, engage in mergers, and other matters, in each case subject to certain exceptions. The Amended ABL Facility contains customary default provisions which, if triggered, could result in acceleration of all amounts then outstanding. The Amended ABL Facility requires us to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 if availability is less than the greater of 10% of the borrowing base or $12 million.

The Amended ABL Facility also (i) limits the amount of permitted debt for the deferred purchase price of property not to exceed $50 million, and (ii) provides for potential ESG-related pricing adjustments based on specific metrics and performance targets determined by us and Bank of America, as agent with respect to the Amended ABL Facility.

MARAD Debt

In 2005, Helix’s subsidiary CDI-Title XI issued its U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series, to refinance the construction financing originally granted in 2002 of the Q4000 vessel (the “MARAD Debt”). The MARAD Debt is guaranteed by the U.S. government pursuant to Title XI of the Merchant Marine Act of 1936, administered by the Maritime Administration (“MARAD”). The obligation of CDI-Title XI to reimburse MARAD in the event CDI-Title XI fails to repay the MARAD Debt is collateralized by the Q4000 and is guaranteed 50% by us. In addition, we have agreed to bareboat charter the Q4000 from CDI-Title XI for so long as the MARAD Debt remains outstanding. The MARAD Debt is payable in equal semi-annual installments through February 2027 and bears interest at a rate of 4.93%.

Senior Notes Due 2029 (“2029 Notes”)

On December 1, 2023, we issued $300 million aggregate principal amount of the 2029 Notes. The 2029 Notes bear interest at a coupon interest rate of 9.75% per annum payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2024. The 2029 Notes mature on March 1, 2029 unless earlier redeemed or repurchased by us.

Beginning March 1, 2026, we may, at our option, redeem the 2029 Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the 2029 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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Upon the occurrence of a Change of Control Triggering Event, as defined in the indenture governing the 2029 Notes, we may be required to make an offer to repurchase all of the 2029 Notes then outstanding at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The indenture governing the 2029 Notes contains customary terms and covenants, including limitations on additional indebtedness, restricted payments, liens, asset sales, transactions with affiliates, mergers and consolidations, designation of unrestricted subsidiaries, and dividend and other restrictions affecting restricted subsidiaries.

The 2029 Notes are guaranteed on a senior unsecured basis by the subsidiaries that guarantee the Amended ABL Facility, as well as certain future subsidiaries that may guarantee certain of our indebtedness, including the Amended ABL Facility. The 2029 Notes are junior in right of payment to all our existing and future secured indebtedness and obligations and rank equally in right of payment with all our existing and future senior unsecured indebtedness. The 2029 Notes rank senior in right of payment to any of our future subordinated indebtedness and are fully and unconditionally guaranteed by the guarantors described above on a senior basis.

In connection with the sale of Helix Alliance and pursuant to the Second Supplemental Indenture, dated as of May 1, 2026, Helix Alliance was released as a guarantor to the indenture governing the 2029 Notes.

Other

In accordance with the Amended ABL Facility, the MARAD Debt and the 2029 Notes, we are required to comply with certain covenants, including minimum liquidity and a springing fixed charge coverage ratio (applicable under certain conditions that are currently not applicable) with respect to the Amended ABL Facility and the maintenance of net worth, working capital and debt-to-equity requirements with respect to the MARAD Debt. As of June 30, 2026, we were in compliance with these covenants.

The following table details the components of our net interest expense (in thousands):

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Note 7 — Income Taxes

We operate in multiple jurisdictions with complex tax laws subject to interpretation and judgment. We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our condensed consolidated financial statements.

For the three- and six-month periods ended June 30, 2026, we recorded income tax provision of $7.1 million and $6.2 million, respectively, resulting in effective tax rates of 31.9% and 38.3%, respectively. The effective tax rates for the three- and six-month periods ended June 30, 2026 were affected by the jurisdictional mix of earnings and utilization of foreign tax credits. For the three- and six-month periods ended June 30, 2025, we recorded income tax provision (benefit) of $(3.7) million and $1.3 million, respectively, resulting in effective tax rates of 42.4% and 17.4%, respectively. The effective tax rates for the three- and six-month periods ended June 30, 2025 were impacted by certain non-U.S. discrete items and the jurisdictional mix of earnings.

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Note 8 — Share Repurchase Programs

In February 2023, our Board of Directors (our “Board”) authorized a share repurchase program to repurchase issued and outstanding shares of our common stock up to $200 million (the “2023 Repurchase Program”). We did not repurchase any shares during the six-month period ended June 30, 2026. As of June 30, 2026, approximately $128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program.

Effective April 22, 2026, our Board determined to suspend all repurchases of shares of our common stock under the 2023 Repurchase Program in connection with the pending merger with Hornbeck.

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Note 9 — Revenue from Contracts with Customers

Disaggregation of Revenue

Our service contracts generally contain provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) but we occasionally contract on a lump sum basis (lump sum contracts). We record revenues net of taxes collected from customers and remitted to governmental authorities.

We provide services to our customers in the following markets that are key to our energy transition strategy: Production maximization, Decommissioning and Renewables. The following table provides information about disaggregated revenue by market strategy (in thousands):

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Contract Balances

Net contract assets were $9.4 million as of June 30, 2026 and $3.2 million as of December 31, 2025 and are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 4). The increase in net contract assets was primarily attributable to the contract asset associated with Helix Alliance’s lump sum decommissioning contract that we have retained (Note 3). We had no credit losses on our contract assets for the three- and six-month periods ended June 30, 2026 and 2025.

Net contract liabilities totaled $5.7 million as of June 30, 2026 and $17.1 million as of December 31, 2025 and are reflected as “Deferred revenue,” a component of “Accrued liabilities” in the accompanying condensed consolidated balance sheets (Note 4). The decrease was primarily attributable to the amortization of deferred mobilization fees for work that had not been completed as of both balance sheet dates. Revenue recognized for the three- and six-month periods ended June 30, 2026 included $12.3 million and $17.7 million, respectively, that were included in the contract liability balance at the beginning of each period. Revenue recognized for the three- and six-month periods ended June 30, 2025 included $13.8 million and $19.0 million, respectively, that were included in the contract liability balance at the beginning of each period.

Performance Obligations

As of June 30, 2026, $1.1 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $420.9 million, $449.8 million and $269.8 million in 2026, 2027 and 2028 and beyond, respectively. These amounts include fixed consideration and estimated variable consideration for both wholly and partially unsatisfied performance obligations, including mobilization and demobilization fees. These amounts are derived from the specific terms of our contracts, and the expected timing for revenue recognition is based on the estimated start date and duration of each contract according to the information known at June 30, 2026.

For the three- and six-month periods ended June 30, 2026 and 2025, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.

Contract Fulfillment Costs

Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying condensed consolidated balance sheets (Note 4). Our deferred contract costs totaled $31.4 million as of June 30, 2026 and $25.6 million as of December 31, 2025. For the three- and six-month periods ended June 30, 2026, we recorded $9.0 million and $26.2 million, respectively, related to amortization of these deferred contract costs. For the three- and six-month periods ended June 30, 2025, we recorded $16.8 million and $33.2 million, respectively, related to amortization of these deferred contract costs. There were no associated impairment losses for any period presented.

For additional information regarding revenue recognition, see Notes 2 and 11 to our 2025 Form 10-K.

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Note 10 — Earnings Per Share

The computations of the numerator (earnings or loss) and denominator (shares) to derive the basic and diluted earnings per share (“EPS”) amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands, except per share amounts):

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We had a net loss for the three-month period ended June 30, 2025. Accordingly, our diluted EPS calculation for this period excluded the dilutive effect of share-based awards because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable period. Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands):

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We have outstanding restricted stock units (“RSUs”) (Note 11) that can be settled in either cash or shares of our common stock, or a combination thereof, which are not included in the computation of diluted EPS as cash settlement is assumed.

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Note 11 — Employee Benefit Plans

Long-Term Incentive Plan

We currently have one active long-term incentive plan: the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). As of June 30, 2026, there were approximately 7.9 million shares of our common stock available for issuance under the 2005 Incentive Plan, assuming outstanding performance share units (“PSUs”) vest in shares of our common stock at 100% of the original awards and outstanding RSUs are settled in cash. During the six-month period ended June 30, 2026, the following grants of share-based awards were made under the 2005 Incentive Plan:

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(1) Reflects grants to our executive officers and certain other employees.

(2) Reflects grants to our executive officers.

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We have restricted stock outstanding granted to members of our Board. For each of the three- and six-month periods ended June 30, 2026 and 2025, we recognized $0.2 million and $0.5 million, respectively, as share-based compensation related to restricted stock.

Our outstanding PSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as equity awards. Those PSUs consist of two components measured across a three-year performance period: (i) 50% containing a service and market condition based on the performance of our common stock against peer group companies, and (ii) 50% containing a service and performance condition based on cumulative total Free Cash Flow. Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. Our PSUs cliff vest at the end of the three-year period with the maximum amount of the award being 200% of the original PSU awards and the minimum amount being zero.

For the three- and six-month periods ended June 30, 2026, $1.1 million and $2.1 million, respectively, were recognized as share-based compensation related to PSUs. For the three- and six-month periods ended June 30, 2025, $1.3 million and $2.6 million, respectively, were recognized as share-based compensation related to PSUs. In the first quarter 2026, based on the performance of our common stock price as compared to our performance peer group and our cumulative total Free Cash Flow, in each case over a three-year performance period, 489,498 PSUs granted in 2023 vested at 151%, resulting in cash payout of $4.6 million.

Our outstanding RSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as liability awards. For the three- and six-month periods ended June 30, 2026, $1.0 million and $2.3 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2025, $0.5 million and $1.5 million, respectively, were recognized as compensation cost.

During the six-month period ended June 30, 2026 and the year ended December 31, 2025, we granted fixed-value cash awards of $5.9 million and $5.7 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years. For the three- and six-month periods ended June 30, 2026, $1.3 million and $2.6 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2025, $1.2 million and $2.6 million, respectively, were recognized as compensation cost.

Defined Contribution Plans

We sponsor a defined contribution 401(k) retirement plan in the U.S. We also contribute to various other defined contribution plans globally. For the three- and six-month periods ended June 30, 2026, we made contributions to our defined contribution plans totaling $1.3 million and $2.9 million, respectively. For the three- and six-month periods ended June 30, 2025, we made contributions to our defined contribution plans totaling $1.2 million and $2.5 million, respectively.

Employee Stock Purchase Plan (“ESPP”)

As of June 30, 2026, 0.5 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

For more information regarding our employee benefit plans, including the 2005 Incentive Plan, the defined contribution plans and the ESPP, see Note 13 to our 2025 Form 10-K.

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Note 12 — Business Segment Information

We have three reportable business segments: Well Intervention, Robotics and Production Facilities. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026. Our U.S., U.K. and Brazil Well Intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes. These reportable segments are strategic business units that utilize different mixes of vessels and/or equipment to perform different types of services. All material intercompany transactions between the segments have been eliminated. See Note 2 for more information on our business segments.

Our chief operating decision maker (“CODM”) is the chief operating officer. The CODM uses segment operating income or loss as the measure of segment profit or loss to evaluate segment performance by comparing the results of each segment with its annual budgeted amounts and monthly forecasts as well as the results of other segments. The CODM also uses segment operating income or loss to allocate company resources (including employees, property, and financial resources) to each segment. Information about our segment revenues and our measure of segment profit or loss is shown as follows (in thousands):

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(1) Intersegment amounts are derived primarily from equipment and services provided to other business segments.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown.

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The table below provides a reconciliation of segment profit or loss to income (loss) from continuing operations before income taxes (in thousands):

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The following items are also regularly provided to the CODM (in thousands):

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(1) Represent cash paid principally for the acquisition, construction, upgrade, modification and refurbishment of long-lived property and equipment.

(2) Represents an aggregate of depreciation and amortization expense related to property and equipment and deferred certification and dry dock costs, which is included within the segment expense captions “Direct cost of revenues” and “Selling, general and administrative expenses” as well as the line item caption “Corporate, eliminations and other” presented above.

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We have not included a disclosure of total assets by segment as management’s focus is on operating performance and cash flow generation and the CODM does not regularly review segment asset information.

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Note 13 — Asset Retirement Obligations

Our asset retirement obligations (“AROs”) relate to mature offshore oil and gas properties (Droshky field and Thunder Hawk field) that we acquired with the intention to perform decommissioning work at the end of their life cycles. The following table describes the changes in our AROs (in thousands):

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Note 14 — Commitments and Contingencies and Other Matters

Commitments

Our Well Intervention segment has long-term charter agreements with Sea1 Offshore (formerly Siem Offshore) for the Sea Helix 1 and Siem Helix 2 vessels, whose charter terms expire in December 2030 and December 2031, respectively. Our Robotics segment has long-term vessel charters for the Grand Canyon II, the Grand Canyon III, the Shelia Bordelon, the North Sea Enabler and the Trym, whose charter terms expire in December 2030, May 2028, June 2026, June 2028 and February 2029, respectively. In January 2026, our Robotics segment took delivery of the Patriot with a four-year charter that expires in January 2030.

Contingencies and Claims

From time to time, we may incur losses related to our contracts for matters such as costs in excess of contract consideration or claims related to disputes with customers and any obligations thereunder. While we believe we maintain appropriate accruals for such matters, the actual cost to us may be more or less than the amounts reserved.

We are involved in various legal proceedings and other matters in the normal course of business, including claims under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as the Jones Act), contract-related disputes and employee-related disputes. We recognize losses for contingencies when the probability of an unfavorable outcome is probable and we can reasonably estimate the amount of the loss. For insured claims, we recognize such losses to the extent they exceed applicable insurance coverage. Although we can give no assurance about the outcome of litigation, claims or other proceedings, we do not currently believe that any loss resulting from litigation, claims or other proceedings, to the extent not otherwise accrued for or covered by insurance, will have a material adverse impact on our condensed consolidated financial statements.

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Note 15 — Statement of Cash Flow Information

We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of three months or less. The following table provides supplemental cash flow information (in thousands):

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(1) There were nomimal income tax refunds during the six-month period ended June 30, 2026. Amount during the six-month period ended June 30, 2025 was net of income tax refunds of $0.9 million.

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Our capital additions include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions were $0.6 million at June 30, 2026 and $1.0 million at December 31, 2025.

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Note 16 — Allowance for Credit Losses

We estimate current expected credit losses on our accounts receivable at each reporting date based on our credit loss history, adjusted for current factors including global economic and business conditions, offshore energy industry and market conditions, customer mix, contract payment terms and past due accounts receivable. The following table sets forth the activity in our allowance for credit losses (in thousands):

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(1) Additions (reductions) reflect reserves (releases) for expected credit losses during the respective periods.

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Note 17 — Fair Value Measurements

Our financial instruments include cash and cash equivalents, receivables, accounts payable and long-term debt. The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments.

The principal amount and estimated fair value of our long-term debt are as follows (in thousands):

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(1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 6 for additional disclosures on our long-term debt.

(2) The estimated fair value was determined using Level 2 fair value inputs under the market approach, which was determined using quotes in inactive markets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

Our Business

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. Our Well Intervention segment includes seven purpose-built well intervention vessels and 12 intervention systems. Our Robotics segment includes 41 work-class ROVs, two of which have not been placed in service, six trenchers, three IROV boulder grabs, and robotics support vessels chartered on long-term, short-term and flexible bases to facilitate our ROV and trenching operations. Our Production Facilities segment includes the HP I, the HFRS and our ownership of mature oil and gas properties. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026 and which included nine liftboats, six OSVs, three DSVs, one heavy lift derrick barge, one crew boat, 20 P&A systems and six CT systems. See Note 3 for additional information on discontinued operations.

We maximize production of existing oil and gas reserves for our customers primarily in our Well Intervention segment. Historically, drilling rigs have been the asset class used for offshore well intervention work, and rig rates are a pricing indicator for our services. Our customers have used drilling rigs on existing long-term contracts (rig overhang) to perform well intervention work instead of new drilling activities. Current volumes of work, rig utilization rates, the rates quoted by drilling rig contractors and existing rig overhang affect the utilization and/or rates we can achieve for our well intervention assets and services.

Once end-of-life oil and gas wells have depleted their production, we P&A and decommission wells and infrastructure in our Well Intervention segment. We believe that our purpose-built well intervention vessels have a competitive advantage in performing these services more efficiently than rigs.

We support renewable energy primarily in our Robotics segment through our services in offshore wind farm developments, including subsea cable trenching and burial as well as seabed clearance and preparation services. Demand for our services in the renewable energy market is affected by various factors, including the level of offshore wind farm projects, the pace of industry shift towards renewable energy sources, global electricity demand, technological advancements that increase the generation and/or reduce the cost of renewable energy, expansion of offshore renewable energy projects to deeper water and other regions, and government subsidies for renewable energy projects and/or other governmental regulations supporting or restricting renewable energy developments.

Current Market Environment

Commodity prices fell in 2025 following the escalation of tariffs and geopolitical tensions globally. Oil prices entered 2026 in the mid $50s but have risen sharply following the U.S. military campaign against Iran in March, which resulted in the closure of the Strait of Hormuz, and other escalated conflicts in the Middle East. Oil prices remained elevated during the second quarter but have since been volatile amidst ongoing conflict between the U.S. and Iran, and are expected to remain volatile and elevated during these tensions.

The regulatory landscape has been evolving, with stronger abandonment enforcement actions in the U.K., while the offshore oil and gas market continues to evaluate existing governmental regulations and changes thereto, including the ongoing effects of the U.K. government’s Energy Profits Levy. Factors such as regulatory changes, war in the Middle East and Ukraine, escalated geopolitical instability and uncertainty, and regional conflicts and tensions have resulted in higher commodity prices and perceived demand for our production enhancement and decommissioning services but significantly increased volatility and uncertainty, which have affected some customer spending, particularly in the Gulf of America.

The international wind market continues to be robust, with continued activity and sanctioned work primarily in Europe and Asia Pacific. U.S. wind farm activity continues although at a slower pace following the 2025 Wind Energy Ban in January 2025.

Outlook

Our 2026 performance should be supported by our existing backlog, higher commodity prices, stronger abandonment regulatory enforcements in the U.K., expected new contracting and the materialization of work that had been deferred from 2025. We expect to see continued strong market demand for our Robotics services, in particular our trenching and site preparation offerings. We anticipate ongoing uncertainties for assets in the spot market in our Well Intervention segment, specifically the Q4000 and the Q7000. The recent higher, albeit more volatile, commodity prices and regulatory pressures should improve on what had been expected to be a softer utilization and rate environment for those vessels and systems more exposed to the spot market. However, we expect the commodity price environment to normalize once tensions in Iran have settled and the Strait of Hormuz resumes normal shipping activity.

Beyond 2026, we anticipate increasing energy consumption will continue to drive demand for our services in both the oil and gas and renewable energy sectors. We believe rising energy needs will continue to increase customer operating expenditure budgets and demand for our production enhancement offerings and decommissioning services internationally, which should grow over the mid- to long-term as the installed subsea tree base expands and as customers discharge their decommissioning obligations. We believe rising energy needs will also increase long-term growth in our renewables services as the international energy market continues to expand offshore renewable energy developments.

Backlog

Our backlog is represented by signed contracts. As of June 30, 2026, our consolidated backlog totaled approximately $1.1 billion, of which $421 million is expected to be performed over the remainder of 2026. Our various contracts with Shell and Subsea 7 globally, our contracts with Petrobras in Brazil, our contracts with Talos in the Gulf of America, and our multi-year agreements with NKT and CNR in the North Sea collectively represented approximately 80% of our total backlog as of June 30, 2026. Backlog is not necessarily a reliable indicator of revenues derived from our contracts as (i) services are often added but may sometimes be subtracted; (ii) contracts may be renegotiated, deferred, canceled and in many cases modified while in progress; and (iii) reduced rates, fines and penalties may be imposed by our customers. Furthermore, our contracts are in certain cases cancelable without penalty. If there are cancellation fees, the amount of those fees can be substantially less than amounts reflected in backlog.

RESULTS OF OPERATIONS

Non-GAAP Financial Measures

A non-GAAP financial measure is generally defined by the SEC as a numerical measure of a company’s historical or future performance, financial position or cash flows that includes or excludes amounts from the most directly comparable measure under GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions that are excluded from these measures.

We evaluate our operating performance and financial condition based primarily on Adjusted EBITDA, Free Cash Flow and Net Debt. Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures that are commonly used but are not recognized accounting terms under GAAP. We use Adjusted EBITDA, Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants. We believe that our measures of Adjusted EBITDA, Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures. Other companies may calculate their measures of Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures. Adjusted EBITDA, Free Cash Flow and Net Debt should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other data prepared in accordance with GAAP.

We define Adjusted EBITDA as earnings before income taxes, net interest expense, depreciation and amortization expense, net other income or expense, gains or losses on disposition of assets, long-lived asset impairment losses, transaction-related costs, and the general provision for (release of) current expected credit losses, if any. We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from asset sales and insurance recoveries (related to property and equipment), if any. Net Debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents. In the following reconciliations, we provide amounts as reflected in the condensed consolidated financial statements unless otherwise noted.

The reconciliation of our net income (loss) to Adjusted EBITDA is as follows (in thousands):

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The reconciliation of our cash flows from operating activities to Free Cash Flow is as follows (in thousands):

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The reconciliation of our long-term debt to Net Debt is as follows (in thousands):

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(1) Includes cash and cash equivalents of continuing and discontinued operations.

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Comparison of Three Months Ended June 30, 2026 and 2025

We have three reportable business segments in our continuing operations: Well Intervention, Robotics and Production Facilities. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026. The financial results of Helix Alliance are reflected as discontinued operations for all periods presented (Note 3). All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements. The following table details various financial and operational highlights of our continuing operations for the periods presented (dollars in thousands):

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(1) Represents the number of vessels or Robotics assets as of the end of the period, including spot vessels and those under term charters, and excluding acquired vessels prior to their in-service dates and vessels or assets disposed of and/or taken out of service.

(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels or Robotics assets generated revenues by the total number of calendar days (excluding vessel charter off-hire days) in the applicable period.

(3) Consists of ROVs, trenchers and IROV boulder grabs.

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):

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The following table sets forth significant financial statement items below the gross profit (loss) line (in thousands):

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Net Revenues. Our consolidated net revenues for the three-month period ended June 30, 2026 increased by 21% as compared to the same period in 2025, primarily reflecting higher revenues in our Well Intervention and Production Facilities business segments, offset in part by lower revenues in our Robotics segment.

Our Well Intervention revenues increased by 33% for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on the Q5000, which underwent a 57-day planned regulatory docking during the second quarter 2025, and on the Seawell, which was idle throughout 2025. Revenues also increased on the Q4000, which spent 45 days demobilizing in the second quarter 2025 during which period no revenues were recognized. Revenue increases in 2026 were offset in part by lower revenues on the Q7000, which spent May through June 2026 transiting and mobilizing to West Africa, during which time all revenues and mobilization costs were deferred, and on the Sea Helix 1, which commenced its five-year regulatory docking mid-June 2026.

Our Robotics revenues decreased by 11% for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting lower vessel activities, which were impacted by the Grand Canyon II transition to the North Sea during the quarter, offset in part by increased ROV and trenching activities during the second quarter 2026. The second quarter 2026 included 374 chartered vessel days, which included 137 days of site clearance operations using IROV boulder grabs, as compared to 537 chartered vessel days, which included 190 days of site clearance operations using IROV boulder grabs during the second quarter 2025. Overall ROV and trencher utilization increased to 67% during the second quarter 2026 as compared to 62% during the second quarter 2025. Integrated vessel trenching increased to 171 days during the second quarter 2026 as compared to 157 days during the second quarter 2025.

Our Production Facilities revenues increased by 74% for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher oil and gas production and prices following the recommencement of operations on the Thunder Hawk field early April 2026, which had been shut in during 2025.

Gross Profit (Loss). Our consolidated gross profit increased by $42.7 million for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting increased profitability from our Well Intervention and Production Facilities business segments, offset in part by reduced profitability from our Robotics segment.

Our Well Intervention segment had a gross profit of $23.6 million for the three-month period ended June 30, 2026 as compared to a gross loss of $12.3 million for the same period in 2025, primarily reflecting higher revenues and incremental margins during the second quarter 2026.

Our Robotics gross profit decreased by $4.6 million for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting lower revenues during the second quarter 2026.

Our Production Facilities gross profit increased by $11.4 million for the three-month period ended June 30, 2026 as compared to the same period in 2025 primarily due to higher revenues during the second quarter 2026.

Transaction-related Costs. Transaction-related costs of $8.3 million for the three-month period ended June 30, 2026 reflect the ongoing efforts related to the merger with Hornbeck (Note 2).

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $21.1 million for the three-month period ended June 30, 2026 as compared to $16.5 million for the same period in 2025, primarily reflecting higher employee compensation costs during the second quarter 2026.

Net Interest Expenses. Our net interest expense totaled $4.4 million for the three-month period ended June 30, 2026 as compared to $6.2 million for the same period in 2025, primarily reflecting higher interest income due to the higher level of invested cash (Note 6).

Income Tax Provision (Benefit). Income tax provision was $7.1 million for the three-month period ended June 30, 2026 as compared to income tax benefit of $3.7 million for the same period in 2025. The effective tax rate for the second quarter 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. The effective rate for the second quarter 2025 was impacted by certain non-U.S. discrete items and the jurisdictional mix of earnings.

Income from Discontinued Operations, Net of Tax. Net income from discontinued operations was $7.5 million for the three-month period ended June 30, 2026 as compared to $2.5 million for the same period in 2025, primarily reflecting a $16.1 million pre-tax gain, net of tax expense of $3.4 million, from the sale of Helix Alliance on May 1, 2026.

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Comparison of Six Months Ended June 30, 2026 and 2025

We have three reportable business segments in our continuing operations: Well Intervention, Robotics and Production Facilities. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026. The financial results of Helix Alliance are reflected as discontinued operations for all periods presented (Note 3). All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements. The following table details various financial and operational highlights of our continuing operations for the periods presented (dollars in thousands):

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(1) Represents the number of vessels or Robotics assets as of the end of the period, including spot vessels and those under term charters, and excluding acquired vessels prior to their in-service dates and vessels or assets disposed of and/or taken out of service.

(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels or Robotics assets generated revenues by the total number of calendar days (excluding vessel charter off-hire days) in the applicable period.

(3) Consists of ROVs, trenchers and IROV boulder grabs.

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):

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The following table sets forth significant financial statement items below the gross profit (loss) line (in thousands):

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Net Revenues. Our consolidated net revenues for the six-month period ended June 30, 2026 increased by 11% as compared to the same period in 2025, primarily reflecting higher revenues in all business segments, offset in part by higher intercompany eliminations.

Our Well Intervention revenues increased by 18% for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on the Q5000, the Seawell and the Q7000, offset in part by lower revenues on the Q4000 and lower utilization on the Sea Helix 1. Revenues increased on the Q5000, which underwent a 57-day planned regulatory docking during the second quarter 2025, and on the Seawell, which was idle throughout 2025. During the six-month period ended June 30, 2026, the Q7000 spent fewer days on transit, mobilization and docking, during which time all revenues and mobilization costs were deferred. The Q4000 generated lower project-related rates during the six-month period ended June 30, 2026 as compared to those rates during its operations in Nigeria during the six-month period ended June 30, 2025. Utilization decreased on the Sea Helix 1 as the vessel commenced its five-year regulatory docking mid-June 2026.

Our Robotics revenues increased by 2% for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher overall ROV and trencher activities, offset in part by lower vessel activities. Overall ROV and trencher utilization increased to 62% during the six-month period ended June 30, 2026 as compared to 57% during the six-month period ended June 30, 2025. The six-month period ended June 30, 2026 included 755 chartered vessel days, which included 247 days of site clearance operations using IROV boulder grabs, as compared to 781 chartered vessel days, which included 211 days of site clearance operations using IROV boulder grabs during the six-month period ended June 30, 2025. Integrated vessel trenching increased slightly to 293 days during the six-month period ended June 30, 2026 as compared to 292 days during the six-month period ended June 30, 2025.

Our Production Facilities revenues increased by 31% for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher oil and gas production and prices following the recommencement of operations on the Thunder Hawk field early April 2026.

Gross Profit (Loss). Our consolidated gross profit increased by $21.3 million for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting increased profitability from our Well Intervention business segment, offset in part by reduced profitability from our Robotics and Production Facilities segments.

Our Well Intervention gross profit increased by $26.8 million for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher revenues and incremental margins during the six-month period ended June 30, 2026.

Our Robotics gross profit decreased by $2.1 million for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting lower vessel activities and the mix of contracting during the six-month period ended June 30, 2026.

Our Production Facilities gross profit decreased by $3.5 million for the six-month period ended June 30, 2026 as compared to the same period in 2025 primarily due to workover costs, offset in part by higher revenues from the Thunder Hawk field during the six-month period ended June 30, 2026.

Transaction-related Costs. Transaction-related costs of $8.3 million for the six-month period ended June 30, 2026 reflect the ongoing efforts related to the merger with Hornbeck (Note 2).

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $41.6 million for the six-month period ended June 30, 2026 as compared to $34.2 million for the same period in 2025, primarily reflecting higher employee compensation costs during the six-month period ended June 30, 2026.

Net Interest Expenses. Our net interest expense totaled $9.8 million for the six-month period ended June 30, 2026 as compared to $12.2 million for the same period in 2025, primarily reflecting higher interest income due to the higher level of invested cash (Note 6).

Income Tax Provision. Income tax provision was $6.2 million for the six-month period ended June 30, 2026 as compared to $1.3 million for the same period in 2025. The effective tax rate for the six-month period ended June 30, 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. The effective rate for the six-month period ended June 30, 2025 was impacted by certain non-U.S. discrete items and the jurisdictional mix of earnings.

Loss from Discontinued Operations, Net of Tax. Net loss from discontinued operations was $0.7 million for the six-month period ended June 30, 2026 as compared to $5.8 million for the same period in 2025, primarily reflecting Helix Alliance’s operating losses, offset by a $16.1 million pre-tax gain, net of tax expense of $3.4 million, from its sale on May 1, 2026.

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LIQUIDITY AND CAPITAL RESOURCES

Financial Condition and Liquidity

The following table presents certain information useful in the analysis of our financial condition and liquidity (in thousands):

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Net Working Capital

Net working capital is equal to current assets minus current liabilities and includes cash and cash equivalents, current maturities of long-term debt and current operating lease liabilities. Net working capital measures short-term liquidity and is important for predicting cash flow and debt requirements. Net working capital at December 31, 2025 included current assets and current liabilities of discontinued operations.

Long-Term Debt

Long-term debt in the table above, presented net of unamortized debt discount and debt issuance costs, includes the 2029 Notes and the MARAD Debt, excluding current maturities of $9.5 million at June 30, 2026 and $9.6 million at December 31, 2025. See Note 6 for information relating to our long-term debt.

Liquidity

We define liquidity as cash and cash equivalents plus available capacity under our credit facility, but excluding cash pledged as collateral toward the Amended ABL Facility. Our liquidity at June 30, 2026 of $716.5 million included $652.2 million of cash and cash equivalents and $66.9 million of available borrowing capacity under the Amended ABL Facility (Note 6) and excluded $2.6 million of pledged cash. Our liquidity at December 31, 2025 of $553.6 million included $445.2 million of cash and cash equivalents and $110.9 million of available borrowing capacity under the Amended ABL Facility and excluded $2.5 million of pledged cash. Cash and cash equivalents at December 31, 2025 included $26.9 million from discontinued operations.

We have considered Helix Alliance as discontinued operations in evaluating our liquidity and capital resources, including our ability to fund continuing operations, expected capital spending, debt service and other obligations over the next 12 months. We believe that our cash on hand, internally generated cash flows from continuing operations and availability under the Amended ABL Facility will be sufficient to fund our operations and expected capital spending, and service our debt and other obligations, over at least the next 12 months. We currently do not anticipate borrowing under the Amended ABL Facility except for the issuance of letters of credit.

Cash Flows

The following table provides summary data from our condensed consolidated statements of cash flows, which include cash flows from discontinued operations for all periods presented (in thousands):

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The cash flows of Helix Alliance are included in our consolidated operating, investing and financing cash flows for all periods presented, and the following discussion identifies the impacts of discontinued operations, where material.

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Operating Activities

Cash flows provided by operating activities for the six-month period ended June 30, 2026 increased as compared to the same period in 2025 primarily reflecting higher earnings, higher working capital inflows driven by collections of accounts receivable and lower regulatory certification costs for our vessels and systems in our continuing operations during the six-month period ended June 30, 2026. Regulatory certification costs, which are considered part of our capital spending program but are classified as operating cash flows, were $8.4 million and $30.6 million, respectively, for continuing operations during the comparable year over year periods.

Investing Activities

Cash flows provided by investing activities for the six-month period ended June 30, 2026 were primarily attributable to $104.2 million of proceeds from the sale of Helix Alliance (Note 3). Cash flows used in investing activities for the six-month period ended June 30, 2025 were attributable to capital expenditures.

Financing Activities

Net cash outflows from financing activities for the six-month period ended June 30, 2026 primarily reflected principal repayment of $4.8 million related to the MARAD Debt. Net cash outflows from financing activities for the six-month period ended June 30, 2025 primarily reflected the principal repayment of $4.5 million related to the MARAD Debt and payments in satisfaction of tax obligations upon vesting of share-based awards.

Material Cash Requirements

Our material cash requirements include our obligations to repay our long-term debt, satisfy other contractual cash commitments and fund other obligations.

Long-term debt and other contractual commitments

The following table summarizes (in thousands) the principal amount of our long-term debt and related debt service costs as well as other contractual commitments, which include commitments for operating lease obligations and property and equipment, as of June 30, 2026 and the portions of those amounts that are short-term (due in less than one year) and long-term (due in one year or greater) based on their stated terms. Our property and equipment commitments include contractually committed amounts to purchase and service certain property and equipment (inclusive of commitments related to regulatory certification and dry dock as discussed below) but do not include expected capital spending that is not contractually committed as of June 30, 2026.

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(1) Operating leases include vessel charters and facility and equipment leases, including commitments related to leases executed but not yet commenced. At June 30, 2026, our commitment related to long-term vessel charters that have commenced totaled approximately $675.1 million, of which $339.9 million was related to the non-lease (services) components that are not included in operating lease liabilities in the condensed consolidated balance sheet as of June 30, 2026.

Other material cash requirements

Other material cash requirements include the following:

Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note 13). Those obligations, which are presented on a discounted basis on the condensed consolidated balance sheets, approximate $80.9 million (undiscounted) for Thunder Hawk field oil and gas properties and $37.1 million (undiscounted) for Droshky field oil and gas properties as of June 30, 2026. We are entitled to receive $30.0 million (undiscounted) from Marathon Oil Corporation as certain decommissioning obligations associated with Droshky field oil and gas properties are fulfilled.

Regulatory certification and dry dock. Our vessels and systems are subject to certain regulatory certification requirements that must be satisfied in order for the vessels and systems to operate. Certification may require dry dock and other compliance costs on a periodic basis, usually every 30 months. Although the amount and timing of these costs may vary and are dependent on the timing of the certification renewal period, they generally range between $5.0 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.

Transaction-related costs. In connection with the pending merger agreement with Hornbeck, we expect to incur additional transaction-related costs consisting primarily of banking, legal, integration, accounting, and filing fees, as well as change-in-control compensation obligations and potential breakage fees. Some of these transaction-related costs would be payable by us only upon successful consummation of the Transactions, while others are payable by us irrespectively. We anticipate that any of these costs that we are responsible for would be funded with existing cash on hand, and we expect our existing liquidity to be sufficient to meet these potential cash requirements.

We expect the sources of funds to satisfy our material cash requirements to primarily come from our ongoing operations and existing cash on hand. Although not currently expected to be utilized, we also have availability under the Amended ABL Facility and access to capital markets.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our discussion and analysis of our financial condition and results of operations, as reflected in the condensed consolidated financial statements and related footnotes, are prepared in conformity with GAAP. As such, we are required to make certain estimates, judgments and assumptions that have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. These estimates involve a significant level of estimation uncertainty and may change over time as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. For information regarding our critical accounting estimates, see our “Critical Accounting Estimates” as disclosed in our 2025 Form 10-K.

RECENT DEVELOPMENTS

Planned Merger with Hornbeck Offshore Services, Inc.

On April 22, 2026, we entered into the Merger Agreement with Hornbeck, Parent Sub, and LLC Sub. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into Hornbeck, with Hornbeck continuing as the Surviving Corporation, and (ii) immediately following the First Company Merger, the Surviving Corporation will merge with and into LLC Sub, with LLC Sub continuing as the Combined Company.

Upon consummation of the Transactions, we expect that, on a fully diluted basis and after accounting for Hornbeck options and Hornbeck warrants issued pursuant to Hornbeck’s Jones Act Warrant Agreement that will be assumed by the Combined Company in connection with the Mergers, securityholders of Helix and Hornbeck immediately prior to the Mergers will own, on an as-converted basis, approximately 45% and 55%, respectively, of the Combined Company. Following the Transactions, we expect that our name will be changed to “Hornbeck Offshore Services, Inc.,” and that our common stock will remain listed on the NYSE and will trade under the new ticker symbol, “HOS.” Subject to the approval of our shareholders at the Special Meeting scheduled for August 31, 2026 and the satisfaction of other customary closing conditions, the Transactions are expected to be consummated on September 1, 2026. However, no assurance can be given as to when, or if, the Mergers and the Transactions will be consummated.

Under the terms of the Merger Agreement and as more fully described below, immediately prior to the First Company Merger, Helix will convert from a Minnesota corporation to a Delaware corporation (the “Conversion”) in accordance with Section 265 of the General Corporation Law of the State of Delaware and Section 302A.682 of the Minnesota Business Corporation Act pursuant to a plan of conversion contemplated by the Merger Agreement, and each issued and outstanding share of our common stock will be converted into one share of common stock, par value $0.00001 per share, of Helix following the Conversion (the “Converted Helix Common Stock”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the time the First Company Merger becomes effective (the “Effective Time”), each share of Hornbeck’s common stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive 10.27167 validly issued, fully paid and nonassessable shares of Converted Helix Common Stock.

The closing of the Transactions is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the approval by our shareholders, (ii) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) having expired or been terminated, and the required approvals shall have been obtained under certain antitrust and foreign investment laws, (iii) there being no law, injunction or order by a governmental body prohibiting the consummation of the Transactions, (iv) the approval of Converted Helix Common Stock to be issued and listed on the NYSE in accordance with the terms of the Merger Agreement, (v) the registration statement on Form S-4 to be filed with the SEC by us having been declared effective by the SEC, (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the parties contained in the Merger Agreement, (vii) compliance by the parties to the Merger Agreement in all material respects with their respective covenants, and (viii) receipt by Hornbeck of an opinion from its counsel that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Helix and Hornbeck each filed an HSR Act notification with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice on May 20, 2026. The parties requested early termination of the applicable waiting period under the HSR Act upon filing, and the FTC granted such request effective as of June 11, 2026. Helix and Hornbeck derive revenues in other jurisdictions where antitrust/foreign investment clearances are or may be required, including Brazil, Poland and the U.K. Filings were submitted with the Brazilian Administrative Council for Economic Defense on May 20, 2026, with the Polish Office of Competition and Consumer Protection on May 20, 2026 and with the U.K.’s Investment Security Unit on May 20, 2026, in order to obtain necessary approvals from such authorities. On May 28, 2026, the Polish Office of Competition and Consumer Protection indicated that it has closed its review of the transaction and did not intend to review. On June 11, 2026, the Brazilian Administrative Council for Economic Defense unconditionally approved the transaction, subject to a 15-day waiting period during which the mergers cannot close, which waiting period expired on June 26, 2026. On July 9, 2026, the U.K.’s Investment Security Unit indicated that it had closed its review and determined that no further action would be taken with respect to the Transactions. The Registration Statement on Form S-4, initially filed by us on June 4, 2026, was declared effective on July 31, 2026.

The Merger Agreement imposes certain restrictions on our business and operations during the pendency of the Mergers. While we do not believe these restrictions are unduly burdensome, they may delay or prevent us from taking actions we could otherwise take. Accordingly, our results of operations prior to entering into the Merger Agreement may not be comparable to results of operations following our entry into the Merger Agreement. For additional information, see Item 1A. Risk Factors – “Consummation of the Mergers is uncertain and is subject to risks outside our control, and a delay in completing the Mergers may reduce or eliminate the expected benefits from the Mergers” of this Quarterly Report.

Suspension of Repurchases of Common Stock under the 2023 Repurchase Program

Effective April 22, 2026, our Board determined to suspend all repurchases of shares of our common stock under the 2023 Repurchase Program in connection with the pending merger with Hornbeck. As of June 30, 2026, approximately $128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a multi-national organization, we are subject to market risks associated with foreign currency exchange rates, interest rates and commodity prices.

Foreign Currency Exchange Rate Risk. Because we operate in various regions around the world, we conduct a portion of our business in currencies other than the U.S. dollar. As such, our earnings are impacted by movements in foreign currency exchange rates when (i) transactions are denominated in currencies other than the functional currency of the relevant Helix entity or (ii) the functional currency of our subsidiaries is not the U.S. dollar. In order to mitigate the effects of exchange rate risk in areas outside the U.S., we endeavor to pay a portion of our expenses in local currencies to partially offset revenues that are denominated in the same local currencies. In addition, a substantial portion of our contracts are denominated, and provide for collections from our customers, in U.S. dollars.

Assets and liabilities of our subsidiaries that do not have the U.S. dollar as their functional currency are translated using the exchange rates in effect at the balance sheet date, and changes in the exchange rates can result in translation adjustments that are reflected in “Accumulated other comprehensive loss” in the shareholders’ equity section of our condensed consolidated balance sheets. For the six-month period ended June 30, 2026, we recorded foreign currency translation losses of $9.4 million to accumulated other comprehensive loss. Deferred taxes have not been provided on foreign currency translation adjustments as any outside stock basis differences would be realized in a tax-free manner.

When currencies other than the functional currency are to be paid or received, the resulting transaction gain or loss associated with changes in the applicable foreign currency exchange rate is recognized in the condensed consolidated statements of operations as a component of “Other income (expense), net.” Foreign currency gains or losses from the remeasurement of monetary assets and liabilities as well as unsettled foreign currency transactions, including intercompany transactions that are not of a long-term investment nature, are also recognized as a component of “Other income (expense), net.” For the three-month period ended June 30, 2026, we recorded net foreign currency losses of $0.3 million primarily related to the our international subsidiaries’ foreign currency positions. Foreign currency impact for the six-month period ended June 30, 2026 was minimal.

Interest Rate Risk. In order to minimize the risk of changes to our cash flow due to changing interest rates, we generally borrow at fixed rates, but may borrow at variable rates from time to time. For fixed rate debt, changes in interest rates may not affect our interest expense, but could result in changes in the fair value of the debt instrument prior to maturity and we may be at risk upon refinancing maturing debt. For variable rate debt, changes in interest rates could affect our future interest expense and cash flows. We currently have no amounts outstanding under the Amended ABL Facility or other debt subject to floating rates.

Commodity Price Risk. We are exposed to market price risks related to oil and natural gas with respect to offshore oil and gas production in our Production Facilities business. Prices are volatile and unpredictable and are dependent on many factors beyond our control. See Item 1A. Risk Factors in our 2025 Form 10-K for a list of factors affecting oil and gas prices.

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Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2026. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2026 to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the three-month period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1, Note 14 — Commitments and Contingencies and Other Matters to the Condensed Consolidated Financial Statements, which is incorporated herein by reference.

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Item 1A. Risk Factors

There have been no material changes during the period ended June 30, 2026 in our “Risk Factors” as discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, except as follows:

Litigation relating to the Merger Agreement and the Transactions could delay or prevent the consummation of the Mergers and the Transactions and could cause us to incur substantial costs.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger, acquisition or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Helix’s, Hornbeck’s or the Combined Company’s respective liquidity and financial condition.

Lawsuits that may be brought against Helix, Hornbeck or our or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Transactions, including the Mergers. One of the conditions to the closing of the Transactions is that no law or governmental order is in effect that restrains, enjoins, makes illegal or otherwise prohibits the closing of the Transactions. Consequently, if a plaintiff were to be successful in obtaining an injunction prohibiting consummation of the Transactions, that injunction may delay or prevent the Mergers from being completed within the expected timeframe or at all, which may adversely affect the respective businesses, financial positions and results of operations of Helix, Hornbeck or the Combined Company.

Either Helix or Hornbeck may terminate the Merger Agreement if any governmental order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions becomes final and non-appealable; however, this right to terminate the Merger Agreement is not available to any party to the Merger Agreement whose action or failure to act has been the primary cause of, or primarily resulted in, the failure of the closing of the Transactions to occur by December 31, 2026 and such action or failure to act constitutes a material breach of the Merger Agreement by such party. There can be no assurance that any party to the Merger Agreement, if named as a defendant in such a lawsuit, would be successful in the outcome of any potential future litigation. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions, including the Mergers, are consummated may adversely affect the respective businesses, financial conditions, results of operations and cash flows of Helix, Hornbeck or the Combined Company.

Consummation of the Mergers is uncertain and is subject to risks outside our control, and a delay in completing the Mergers may reduce or eliminate the expected benefits from the Mergers.

Consummation of the Transactions, including the Mergers, is subject to a number of conditions, some of which are beyond our control, that could prevent, delay or otherwise materially adversely affect the completion of the Transactions. Such conditions include approval by Helix shareholders, regulatory approvals, and other customary closing conditions. There is no assurance these conditions will be met or that the Transactions, including the Mergers will close on the expected timeline, or at all. Failure to consummate the Mergers could adversely affect our business, including through adverse market and investor reactions, customer and employee uncertainty, additional costs and litigation risk. We may also incur significant costs, including a termination fee that would become payable in the event the Merger Agreement is terminated under certain circumstances.

Similarly, a delay in consummating the Mergers could cause the Combined Company not to realize some or all of the synergies and other benefits that it expects to achieve if the Mergers are successfully consummated within the expected time frame. Although the parties will continue to operate independently until completion of the Mergers, the Merger Agreement contains certain restrictions on the conduct of each of the parties’ respective businesses through completion of the Mergers. These restrictions could adversely affect our ability to execute business strategies or pursue attractive business opportunities, particularly if the consummation of the Mergers is delayed. In addition, a delay could enhance the risks that management would focus on completion of the Mergers instead of on other opportunities that could be beneficial to our business and shareholders. The success of the Mergers following completion also will depend, in part, on the ability of the Combined Company to realize the anticipated benefits from combining the businesses of Helix and Hornbeck. If Helix and Hornbeck are unable to successfully combine their businesses, the anticipated benefits of the Mergers may take longer to realize than expected. In addition, the actual integration of Helix’s and Hornbeck’s businesses may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Mergers and negatively impact the Combined Company’s business, financial condition and results of operations or adversely affect the trading price of the Combined Company’s common stock following consummation of the Mergers.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

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(1) See Note 8 to this Quarterly Report and Note 10 to our 2025 Form 10-K for additional information regarding our share repurchase programs.

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Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

(c) During the three-month period ended June 30, 2026, no director or “officer” of Helix adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

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​ ​ ​ ​

​ ​ ​ ​ ​ HELIX ENERGY SOLUTIONS GROUP, INC.

​ ​ ​ (Registrant)

​ ​ ​

Date: August 6, 2026 ​ By: /s/ Owen Kratz

​ ​ ​ Owen Kratz

​ ​ ​ President and Chief Executive Officer

​ ​ ​ (Principal Executive Officer)

​ ​ ​ ​

Date: August 6, 2026 ​ By: /s/ Erik Staffeldt

​ ​ ​ Erik Staffeldt

​ ​ ​ Executive Vice President and

​ ​ ​ Chief Financial Officer

​ ​ ​ (Principal Financial Officer)

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​

​

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