On behalf of the board of directors of Helix Energy Solutions Group, Inc. (“Helix”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the business combination of Helix and Hornbeck Offshore Services, Inc. (“Hornbeck”). We are requesting that you take certain actions as a Helix shareholder.

On April 22, 2026, Helix entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”) with Hornbeck and certain subsidiaries of Helix that provides for the combination of Helix and Hornbeck. Pursuant to the merger agreement, (i) Odyssey Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Helix, will merge with and into Hornbeck, with Hornbeck continuing as the surviving entity (the “first merger” and the surviving entity, the “surviving corporation”), and (ii) immediately following the first merger, the surviving corporation will merge with and into Hercules Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of Helix, with Hercules Sub LLC surviving the merger as a direct wholly owned subsidiary of the combined company (as defined below) (the “second merger” and, together with the first merger, the “mergers”).

Under the terms of the merger agreement, immediately prior to the first merger, Helix will convert from a Minnesota corporation to a Delaware corporation (the “Conversion” and, Helix following the Conversion to a Delaware corporation, “Helix Delaware”) in accordance with Section 265 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and Section 302A.682 of the Minnesota Business Corporation Act, as amended (the “MBCA”), pursuant to a plan of conversion (the “plan of conversion”) contemplated by the merger agreement. Pursuant to the Conversion, (x) each issued and outstanding share of Helix common stock, without par value (“Helix common stock”), will be converted into one share of common stock, par value $0.00001 per share, of Helix Delaware (“Converted Helix Common Stock”), (y) each issued and outstanding share of Helix preferred stock, par value $0.01 per share (“Helix preferred stock”), will be converted into one share of preferred stock, par value $0.00001 per share, of Helix Delaware (“Converted Helix Preferred Stock”) and (z) the name of Helix Delaware will be changed to “Hornbeck Offshore Services, Inc.” Upon the terms and subject to the conditions set forth in the merger agreement, at the time the first merger becomes effective (the “effective time”), each share of Hornbeck common stock, par value $0.00001 per share (“Hornbeck common stock”), issued and outstanding immediately prior to the effective time (other than Excluded Shares and Dissenting Shares (each as defined in the merger agreement)) will automatically be converted into the right to receive 10.27167 (the “exchange ratio”) validly issued, fully paid and nonassessable shares of Converted Helix Common Stock. Upon consummation of the mergers and the other transactions contemplated by the merger agreement, Hornbeck will be a wholly owned subsidiary of Helix Delaware (Helix Delaware following the mergers, the “combined company”). Following consummation of the mergers and the other transactions contemplated by the merger agreement, the Converted Helix Common Stock, which will be the common stock of the combined company, will remain listed on the New York Stock Exchange (the “NYSE”) and will continue to trade under the new ticker symbol, “HOS.” In addition, in connection with the mergers, at the effective time, (i) each Hornbeck warrant issued pursuant to the Creditor Warrant Agreement, dated as of September 4, 2020, as amended (each, a “Creditor Warrant”), that is outstanding and unexercised as of immediately prior to the effective time will be converted into the right to receive, in accordance with the merger agreement, a number of shares of Converted Helix Common Stock (or, in accordance with the applicable Jones Act (as defined below) restrictions in the certificate of incorporation of the combined company, new Jones Act Warrants (as defined below) to acquire such Converted Helix Common Stock), (ii) each Hornbeck performance restricted stock unit award and restricted stock unit award that is outstanding as of immediately prior to the effective time will be canceled and the holder thereof will become entitled to receive, in accordance with the merger agreement, a number of shares of Converted Helix Common Stock, (iii) each Helix restricted stock award that is outstanding immediately prior to the effective time will be in respect of Converted Helix Common Stock and be fully vested, (iv) each Helix performance share unit award and Helix restricted stock unit award that is outstanding as of immediately prior to the effective time will be canceled and the holder thereof will become entitled to receive, in accordance with the merger agreement, a number of shares of Converted Helix Common Stock (or a cash payment, as the Helix Board may instead determine prior to the effective time, in its discretion but after consultation with the Hornbeck Board, to settle such awards in cash), (v) each Hornbeck stock option that is outstanding as of immediately prior to the effective time will be fully vested, assumed by the combined company and converted into, in accordance with the merger agreement, a number of options in respect of Converted Helix Common Stock and (vi) each Hornbeck warrant issued pursuant to the Jones Act Warrant Agreement, dated as of September 4, 2020, as amended, restated or supplemented (each, a “Jones Act Warrant”) that is outstanding as of immediately prior to the effective time will be assumed by the combined company, and subject to the applicable Jones Act restrictions in the certificate of incorporation of the combined company, will be exercisable into a number of shares of Converted Helix Common Stock.

Immediately following the closing of the mergers, it is anticipated that securityholders of Helix and Hornbeck immediately prior to the mergers will own approximately 65% and 35%, respectively, of the issued and outstanding shares of Converted Helix Common Stock (which will be the common stock of the combined company following completion of the mergers); such estimate assumes (i) that the Creditor Warrants will settle in Converted Helix Common Stock upon consummation of the mergers and is calculated using the treasury stock method based on the 10-day average closing price of Helix common stock as of April 21, 2026 of $9.46, though the actual number of shares of Converted Helix Common Stock will be determined based upon the average closing price per share of Helix common stock over the ten trading days immediately preceding the second business day prior to the closing of the mergers and will be subject to the applicable Jones Act restrictions in the certificate of incorporation of the combined company, as discussed elsewhere in this proxy statement/prospectus and (ii) exercise of the outstanding Hornbeck options calculated using the treasury stock method based on a closing price of Helix common stock as of April 21, 2026 of $9.38. On a fully diluted basis, after accounting for Hornbeck options and Jones Act Warrants that will be assumed by the combined company in connection with the mergers, it is anticipated that 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.

Helix will hold a special meeting of its shareholders in connection with the mergers (as may be adjourned or postponed from time to time, the “special meeting”).

At the special meeting, Helix shareholders will be asked to consider and vote on proposals to approve:

The Helix Board recommends that Helix shareholders vote “FOR” each of the proposals scheduled to be presented and considered at the special meeting. Completion of the mergers is conditioned on the approval of each of the required merger proposals.

Helix common stock is currently traded on the NYSE under the symbol “HLX.” Following the completion of the mergers, it is expected that Converted Helix Common Stock will continue to trade on the NYSE under the combined company’s new name, “Hornbeck Offshore Services, Inc.,” and under the new ticker symbol, “HOS.” The market price of Helix’s common stock and Converted Helix Common Stock prior to and after completion of the mergers, respectively, will fluctuate, and you should obtain a current stock price quotation for Helix common stock. Hornbeck common stock is not currently traded on a national securities exchange.

Your vote is very important. We cannot complete the mergers unless the Helix shareholders vote to approve the required merger proposals.

This document is a prospectus relating to the Converted Helix Common Stock to be issued to Hornbeck stockholders and certain other securityholders pursuant to the mergers and a proxy statement for Helix to solicit proxies for the special meeting. It contains answers to frequently asked questions and a summary of the important terms of the mergers, the merger agreement and related transactions, followed by a more detailed discussion.

Please carefully read this entire document, including “Risk Factors” beginning on page 35, for a discussion of the risks relating to Helix, Hornbeck, the mergers and the combined company.

Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved of the mergers or the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The date of the accompanying proxy statement/prospectus is      , 2026, and it is first being mailed or otherwise delivered to Helix shareholders on or about      , 2026.

We are pleased to invite you to attend the special meeting of shareholders of Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), which will be held at Helix’s corporate office at 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, on      , 2026, at      , Central Daylight Time (Houston time), for the following purposes:

Helix will transact no business at the special meeting except for the matters scheduled to be presented and voted on set forth above and such other business as may properly be brought before the special meeting by or at the direction of the Helix board of directors (the “Helix Board”). References to the special meeting in the proxy statement/prospectus of which this notice is a part are to such special meeting as adjourned or postponed. Please refer to the proxy statement/prospectus for further information with respect to the business scheduled to be transacted at the special meeting.

The Helix Board has fixed the close of business on       , 2026 as the record date for the special meeting. Only Helix shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting. A list of Helix shareholders eligible to vote at the special meeting will be available at the special meeting for examination by any shareholder present at such meeting.

Completion of the mergers is conditioned on approval of each of the required merger proposals. The mergers will be consummated only if each of the required merger proposals is approved at the special meeting. Approval of each of the required merger proposals requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposals.

The approval of the optional vote matters is not a condition to the completion of the mergers. Approval of each of the exclusive forum proposal, the officer exculpation proposal and the corporate opportunities proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposal. Approval of the removal of supermajority approval requirement proposal requires the affirmative vote of the holders of shares of Helix common stock representing 80% of the outstanding shares of Helix common stock entitled to vote on such proposal. Approval of the non-binding compensation proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock present at the special meeting, either in person or represented by proxy, and entitled to vote on such proposal. Approval of the adjournment proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock present at the special meeting, either in person or represented by proxy, and entitled to vote on the adjournment proposal, regardless of whether there is a quorum.

In connection with its consideration of the merger agreement and the transactions contemplated by the merger agreement, the Helix Board (a) determined that the merger agreement, the plan of conversion and the transactions contemplated by the merger agreement, including the Conversion, were fair to, advisable and in the best interests of, Helix and its shareholders, (b) approved and declared advisable the merger agreement, the plan of conversion and the transactions contemplated by the merger agreement, including the Conversion, on the terms and subject to the conditions set forth in the merger agreement, (c) directed that the required merger proposals, as well as the optional vote matters, be submitted to Helix shareholders for approval and (d) resolved to recommend that the Helix shareholders vote in favor of the required merger proposals, as well as the optional vote matters. The Helix Board recommends that Helix shareholders vote “FOR” each of the required merger proposals and the optional vote matters, specifically “FOR” the share issuance proposal, “FOR” the authorized share increase proposal, “FOR” the second merger proposal, “FOR” the plan of conversion proposal, “FOR” the Jones Act provisions proposal, “FOR” the D&O citizenship matters proposal, “FOR” the exclusive forum proposal, “FOR” the officer exculpation proposal, “FOR” the removal of supermajority approval requirement proposal, “FOR” the corporate opportunities proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares that you own. The mergers will be consummated only if each of the required merger proposals is approved at the special meeting. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (i) accessing the internet site listed on the Helix proxy card, (ii) calling the toll-free number listed on the Helix proxy card or (iii) submitting your Helix proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Helix common stock who is present at the special meeting may vote in person, thereby canceling any previous proxy. In any event, a proxy may be revoked at any time before the special meeting in the manner described in the accompanying proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee.

The enclosed proxy statement/prospectus provides a detailed description of the merger agreement, the mergers, the other transactions contemplated by the merger agreement, including the Conversion, and the other matters to be considered at the special meeting. We urge you to carefully read the proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety. If you have any questions concerning the mergers, the Conversion or the proxy statement/prospectus or if you would like additional copies or need help voting your shares of Helix common stock, please contact Helix’s proxy solicitor:

Helix files annual, quarterly and current reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”) electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from Helix at www.helixesg.com. The information contained on, or that may be accessed through, the Helix website is not incorporated by reference into, and is not a part of, this proxy statement/prospectus.

Helix has filed a registration statement on Form S-4 with respect to the shares of Helix common stock to be issued in the mergers, of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement. You may read the registration statement, including any amendments and exhibits, at the SEC’s website mentioned above. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement.

This proxy statement/prospectus incorporates important business and financial information about Helix from documents that are not attached to this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus, including copies of financial statements and management’s discussion and analysis, free of charge by requesting them in writing or by telephone from the appropriate company or its proxy solicitor at the following addresses and telephone numbers:

If you would like to request any documents, please do so by      , 2026, which is five business days prior to the date of the special meeting, in order to receive them before the applicable meeting.

For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, please see the section of this proxy statement/prospectus titled “Where You Can Find More Information.”

This proxy statement/prospectus, which forms part of the registration statement on Form S-4 filed with the SEC by Helix, constitutes a prospectus of Helix under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Converted Helix Common Stock to be issued to Hornbeck stockholders and certain other securityholders as consideration in the mergers pursuant to the merger agreement. This proxy statement/prospectus also constitutes a proxy statement for Helix under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This proxy statement/prospectus also constitutes a notice of meeting with respect to the special meeting.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. Helix has not authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated     , 2026, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date.

Further, you should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Helix shareholders nor the issuance by Helix of shares of Converted Helix Common Stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Helix has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Helix, and Hornbeck has supplied all such information relating to Hornbeck. Helix and Hornbeck have both contributed to the information related to the mergers contained in this proxy statement/prospectus.

The following terms have the following meanings in this proxy statement/prospectus:

Except as otherwise specified herein, references throughout this proxy statement/prospectus to (a) the number of shares of Converted Helix Common Stock expected to be issued pursuant to the first merger and (b) the respective ownership of issued and outstanding Converted Helix Common Stock immediately following the mergers as between securityholders of Hornbeck immediately prior to the mergers and securityholders of Helix Delaware immediately prior to the mergers, are based on the number of outstanding securities and equity awards of each of Helix and Hornbeck as of June 3, 2026 and the following assumptions:

Except as otherwise specified herein, references throughout this proxy statement/prospectus to (a) the number of shares of Converted Helix Common Stock the combined company will issue, or will become obligated to issue upon exercise of certain securities of Hornbeck to be assumed by the combined company in connection with the mergers, and (b) the respective ownership of the combined company, on a fully diluted basis, accounting for the Hornbeck options and Jones Act Warrants that will be assumed by the combined company in connection with the mergers, as between securityholders of Helix Delaware immediately prior to the mergers and securityholders of Hornbeck immediately prior to the mergers, are based on the number of outstanding securities and equity awards of Helix and Hornbeck as of June 3, 2026, the above assumptions and the following additional assumptions:

See the section titled “The Merger Agreement—Treatment of Equity Awards and Warrants” for information on how outstanding Helix equity awards and outstanding Hornbeck equity awards and warrants will be treated in the mergers, and the section titled “The Jones Act Provisions Proposal” for information regarding limitations in the certificate of incorporation of the combined company on ownership of Converted Helix Common Stock by non-U.S. citizens.

All currency amounts referenced in this proxy statement/prospectus are stated in U.S. dollars.

The following are some questions that you, as a shareholder of Helix, may have regarding the mergers and the other matters being considered at the special meeting of Helix shareholders, and brief answers to those questions. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety. Additional important information is contained in the annexes to this proxy statement/prospectus and the documents incorporated by reference herein. Please see the section of this proxy statement/prospectus titled “Where You Can Find More Information” for the location of information incorporated by reference in this proxy statement/prospectus. You also may obtain copies of the information incorporated by reference in this proxy statement/prospectus for free by following the instructions set forth in the section titled “Additional Information.”

Helix’s common stock is currently listed on the NYSE under the symbol “HLX.”

The high and low trading prices for Helix common stock as of April 22, 2026, the last full trading day prior to the public announcement of the mergers, were $9.74 and $9.41, respectively. The closing price for Helix common stock on    , 2026, the last practicable trading day before the date of this proxy statement/prospectus, was $   per share. Hornbeck is a private company, and its common stock is not publicly traded.

As of     2026, the record date for the Helix special meeting, there were    shares of Helix common stock issued and outstanding. As of the record date for the Helix special meeting, there were approximately registered holders of record of Helix common stock. As of    , 2026, there were approximately holders of record of Hornbeck common stock. For detailed information regarding the beneficial ownership of certain Helix shareholders and Hornbeck stockholders, see the sections of this proxy statement/prospectus titled “Principal Shareholders of Helix” and “Principal Stockholders of Hornbeck.”

Assuming Helix shareholders approve the required merger proposals, immediately prior to the first merger, Helix will convert from a Minnesota corporation to a Delaware corporation in accordance with Section 265 of the DGCL and Section 302A.682 of the MBCA. Following the completion of the mergers, it is expected that Converted Helix Common Stock will trade on the NYSE under the combined company’s new name, “Hornbeck Offshore Services, Inc.,” and under the new ticker symbol, “HOS.” See the section of this proxy statement/prospectus titled “The Mergers—Listing of Converted Helix Common Stock” for additional information.

Because the exchange ratio is fixed and will not be adjusted for fluctuations in the market price of Helix common stock between the date of the merger agreement and the time at which shares of Converted Helix Common Stock are issued to Hornbeck stockholders and other securityholders in connection with the mergers, the market value of Converted Helix Common Stock that Hornbeck stockholders and other securityholders will have the right to receive on the date the mergers are completed may vary significantly from the market value of the Helix common stock that Hornbeck stockholders and other securityholders would receive if the mergers were completed on the date of this proxy statement/prospectus. As a result, you are encouraged to obtain current market quotations for Helix common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference herein. No assurance can be given concerning the market price of Helix common stock and Converted Helix Common Stock before or after the effective date of the mergers, respectively. Please see the sections of this proxy statement/prospectus titled “Risk Factors” and “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements within the meaning of the federal securities laws that are not limited to historical facts but reflect Helix’s and/or Hornbeck’s current beliefs, expectations or intentions regarding future events. All statements in this proxy statement/prospectus and the documents incorporated by reference herein that are not statements of present or historical fact are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Words such as “may,” “will,” “could,” “should,” “would,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.

These forward-looking statements include, without limitation, statements regarding: Helix’s and/or Hornbeck’s expectations, hopes, beliefs, intentions, strategies or objectives with respect to the completion of the proposed mergers and other transactions contemplated by the merger agreement, including the Conversion, described in this proxy statement/prospectus, including the ability to consummate such transactions on the anticipated terms and timing, or at all; the ability to obtain required approvals, including Helix shareholder approval, and Helix’s and/or Hornbeck’s ability to satisfy other conditions precedent to the mergers; regulatory, antitrust and maritime approvals and clearances and any conditions, limitations or remedies that may be imposed with respect to those approvals; the approval for listing on the NYSE of Converted Helix Common Stock to be issued in the mergers, including Helix shareholder approval of the share issuance proposal in accordance with the rules of the NYSE; the anticipated benefits of the mergers (including the expected synergies, cost savings, operational efficiencies, growth opportunities and accretion, costs or other anticipated financial impacts thereof) and the timing of realizing such benefits; the combined company’s expectations, strategies, plans, objectives and intentions with respect to future operations and services; future financial and operating results of the combined company; integration planning and execution (including expected costs and challenges); industry conditions, offshore energy demand, commodity price environments, utilization and backlog; the timing of completion of the mergers; and any other statements about events or developments that Helix or Hornbeck expects or anticipates will or may occur in the future.

Although Helix and Hornbeck believe the expectations reflected in such forward-looking statements are reasonable, such expectations may not occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the combined company to differ materially from any future results expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to those set forth in the section titled “Risk Factors” included in this proxy statement/prospectus, as well as risks and uncertainties relating to:

Helix and Hornbeck caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Helix’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K, merger-related communications filed by Helix pursuant to Rule 425 under the Securities Act and other SEC filings, as well as in the section titled “Risk Factors” included elsewhere in this proxy statement/prospectus. All forward-looking statements included in this proxy statement/prospectus speak only as of the date such forward-looking statements are made and, other than as required by law, neither Helix nor Hornbeck undertakes any obligation to update publicly or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise. In the event that a party does update any forward-looking statement, no inference should be made that the parties will make additional updates with respect to that statement, related matters or any other forward-looking statements. All subsequent written and oral forward-looking statements concerning Helix, Hornbeck, the mergers or other matters and attributable to Helix, Hornbeck or any person acting on Helix’s or Hornbeck’s behalf are expressly qualified in their entirety by the cautionary statements above.

In addition to the other information included or incorporated by reference in this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote. In addition, you should read and carefully consider the risks associated with Helix and its business. These risks can be found in Helix’s Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the SEC and incorporated by reference into this proxy statement/prospectus. For further information regarding the documents incorporated into this proxy statement/prospectus by reference, please see the section titled “Where You Can Find More Information.” Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described elsewhere in this proxy statement/prospectus in the documents incorporated by reference could have a material adverse effect on Helix’s, Hornbeck’s or the combined company’s businesses, financial condition, cash flows and results of operations.

Each eligible share of Hornbeck common stock (other than excluded shares or dissenting shares, but including shares underlying converted Creditor Warrants (subject to Jones Act restrictions) and shares underlying outstanding Hornbeck restricted stock unit awards and performance restricted stock unit awards) will be converted automatically into the right to receive 10.27167 shares of Converted Helix Common Stock in the first merger, with cash paid in lieu of the issuance of any fractional shares. The exchange ratio will not be adjusted for changes in the market price of Helix common stock between the date of the merger agreement and the completion of the mergers. No fractional shares of Converted Helix Common Stock will be issued; cash will be paid in lieu of fractional shares based on the average daily volume-weighted average price of Converted Helix Common Stock on the NYSE over the 10-day trading period ending on the second full trading day immediately prior to the closing of the transactions contemplated by the merger agreement. Changes in the price of Helix common stock prior to the mergers will affect the value of Converted Helix Common Stock that Hornbeck stockholders will receive on the date of the mergers. Stock price changes may result from a variety of factors (many of which are out of Helix’s and Hornbeck’s control), including the following:

The price of Helix common stock at the closing may vary from its price on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the special meeting. As a result, the value represented by the exchange ratio will also vary, and you will not know or be able to calculate at the time of the special meeting the market value of the merger consideration Hornbeck stockholders will receive upon completion of the mergers. For example, based on the closing price of Helix common stock on the NYSE during the period from April 22, 2026, the last trading day before public announcement of the mergers, through     , 2026, the latest practicable trading date before the date of this proxy statement/prospectus, the per share merger consideration represented a value ranging from a high of $    to a low of $    for each share of Hornbeck common stock. Neither Helix nor Hornbeck is permitted to terminate the merger agreement solely because of changes in the market price or value of Helix’s common stock or the value of Hornbeck’s equity securities.

Upon completion of the first merger, Hornbeck stockholders will receive shares of Converted Helix Common Stock. Helix’s financial position at and after closing may differ from its financial position before the completion of the

mergers, and the results of operations of the combined company may be affected by factors that are different from those currently affecting the results of operations of Helix and those currently affecting the results of operations of Hornbeck. Accordingly, the market price and performance of Converted Helix Common Stock is likely to be different from the performance of Helix common stock in the absence of the mergers. In addition, general fluctuations in trading activity and prices on the NYSE could have a material adverse effect on the market for, or liquidity of, Converted Helix Common Stock, regardless of Helix’s actual operating performance. For a discussion of the respective businesses of Hornbeck and Helix and important factors to consider in connection with those businesses, see “Hornbeck’s Business,” “Hornbeck Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “—Other Risks Relating to Hornbeck” elsewhere in this proxy statement/prospectus, and the documents incorporated by reference herein and referred to in “Where You Can Find More Information.”

Based on the number of issued and outstanding shares of Hornbeck common stock and the number of outstanding Creditor Warrants as of June 3, 2026, and the number of issued and outstanding Hornbeck equity awards currently estimated to be payable in shares of Converted Helix Common Stock in connection with the mergers, Helix anticipates issuing approximately 75.2 million shares of Converted Helix Common Stock to Hornbeck securityholders pursuant to the first merger. The actual number of shares of Converted Helix Common Stock to be issued pursuant to the first merger will be determined at the closing of the first merger based on the number of issued and outstanding shares of Hornbeck common stock, the number of outstanding Creditor Warrants and the number of issued and outstanding Hornbeck equity awards payable in shares of Converted Helix Common Stock in connection with the first merger. The issuance of these new shares could have the effect of depressing the market price of Converted Helix Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Helix’s earnings per share could cause the price of Converted Helix Common Stock to decline or increase at a reduced rate.

It is expected that Helix stockholders as of immediately prior to the first merger will own approximately 65%, and Hornbeck securityholders as of immediately prior to the first merger will own approximately 35%, of the issued and outstanding shares of Converted Helix Common Stock immediately after the completion of the mergers. As a result, Helix’s current shareholders and Hornbeck’s current securityholders will have less influence on the management and policies of the combined company than they currently have on the management and policies of Helix and Hornbeck, respectively.

The completion of the mergers is subject to antitrust review in the United States and approval under certain other antitrust and foreign investment laws. Helix and Hornbeck derive revenues in other jurisdictions where antitrust/foreign investment clearances are or may be required, including the United Kingdom, Brazil and Poland. Filings were submitted with the United Kingdom’s Investment Security Unit on May 20, 2026, with the Brazilian Administrative Council for Economic Defense on May 20, 2026 and with the Polish Office of Competition and Consumer Protection on May 20, 2026 in order to obtain their approvals. 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, and approvals are still pending as of June 4, 2026 from the United Kingdom’s Investment Security Unit and the Brazilian Administrative Council for Economic Defense. Regulatory entities may impose certain requirements or obligations as conditions for their approval or in connection with their review. Neither Helix nor Hornbeck can provide any assurance that they will obtain the necessary clearances or approvals, or that any required conditions will not have a material adverse effect on the combined company following the mergers or result in the abandonment of the mergers. Under the HSR Act and the rules promulgated thereunder, the mergers cannot be completed until the parties to the merger agreement have given notification and furnished information to the FTC and the DOJ, and until the applicable waiting period has expired or has been terminated.

Helix and Hornbeck each filed an HSR Act notification with the FTC and the DOJ on May 20, 2026. The 30-day HSR waiting period with respect to the mergers expires at 11:59 p.m. EDT on June 22, 2026. The parties requested early termination of the waiting period under the HSR Act upon filing, but as of June 4, 2026 such request has not yet been granted.

At any time before or after consummation of the mergers, notwithstanding the expiration of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the mergers or seeking the divestiture of substantial assets of Helix or Hornbeck or their respective subsidiaries or requiring Helix or Hornbeck to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the mergers, and notwithstanding the expiration of the applicable waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the mergers or seeking divestiture of substantial assets of Helix or Hornbeck. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The mergers are subject to a number of conditions beyond the control of Helix or Hornbeck that may prevent, delay or otherwise materially adversely affect its completion, including the receipt of the Requisite Helix Vote (as defined herein). Neither Helix nor Hornbeck can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the outside date, it is possible that the merger agreement may be terminated. Although Helix and Hornbeck have agreed in the merger agreement to use reasonable best efforts, subject to certain limitations, to complete the mergers as promptly as reasonably practicable, these and other conditions to the completion of the mergers may fail to be satisfied. In addition, satisfying the conditions to and completing the mergers may take longer, and could cost more, than Helix and Hornbeck expect. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the mergers for a significant period of time or prevent them from occurring. Any delay in completing the mergers may adversely affect the cost savings and other benefits that Helix and Hornbeck expect to achieve if the mergers and the integration of the companies’ respective businesses are completed within the expected timeframe. There can be no assurance that all required regulatory approvals will be obtained or obtained prior to the termination date. For additional information, please see “The Merger Agreement—Conditions to the Completion of the Mergers.”

Based on certain representations, covenants and assumptions (described in the section titled “The Merger Agreement”), all of which must continue to be true and accurate in all material respects as of the effective time of the mergers, Hornbeck intends to seek a tax opinion from Kirkland that, for U.S. federal income tax purposes, the integrated mergers are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Helix and Hornbeck intend to report the integrated mergers consistent with such qualification. Hornbeck’s obligation to complete the integrated mergers is conditioned upon receipt of such tax opinion. Helix and Hornbeck have not sought, and do not intend to seek, any ruling from the IRS regarding the qualification of the integrated mergers as a “reorganization” within the meaning of Section 368(a) of the Code. As a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the treatment of the integrated mergers as a “reorganization” within the meaning of Section 368(a) of the Code. If the IRS or a court determines that the integrated mergers do not qualify as a reorganization, a U.S. holder of Hornbeck common stock would generally recognize taxable gain or loss upon the exchange of Hornbeck common stock for Converted Helix Common Stock and, in case of any gain recognition, may be required to pay substantial U.S. federal income taxes. Each Hornbeck stockholder should read “The Mergers—Material U.S. Federal Income Tax Consequences of the Mergers” for a more complete discussion of the U.S. federal income tax consequences of the integrated mergers to U.S. holders. Each Hornbeck stockholder is strongly encouraged to consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income tax consequences of the Mergers to it.

As of December 31, 2025, Hornbeck had approximately $266.0 million of gross U.S. federal net operating losses (“NOLs”). Hornbeck’s U.S. federal NOLs were generated after 2017 and can be carried forward indefinitely.

Section 382 of the Code (“Section 382”) generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under

Section 382). An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of such corporation’s stock has increased their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Although Helix is the legal acquirer of Hornbeck in the integrated mergers, we expect that the historic securityholders of Hornbeck and holders of Jones Act Warrants will, on a fully diluted basis, be treated, for purposes of Section 382, as owning a majority of the outstanding Converted Helix Common Stock immediately after closing, and therefore there may not be an “ownership change” of Hornbeck solely as a result of the closing of the mergers (although it is possible that the mergers, together with prior “owner shifts” (as determined under Section 382) within the past three years, may lead to an “ownership change” of Hornbeck). If, contrary to our expectation, the historic stockholders of Hornbeck and holders of Jones Act Warrants are not treated, for purposes of Section 382, as owning a majority of the Converted Helix Common Stock immediately after closing, it is expected that there would be an “ownership change” of Hornbeck as a result of the closing of the mergers. In the event that an “ownership change” occurs with respect to Hornbeck, utilization of Hornbeck’s NOLs would be subject to an annual limitation under Section 382, generally determined, subject to certain adjustments, by multiplying (i) the fair market value of such corporation’s stock outstanding at the time of the ownership change by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. Any unused annual limitation may be carried over to later years.

If the closing of the integrated mergers causes an ownership change and Hornbeck’s historic NOLs are limited, the ability to utilize such available NOLs and other tax attributes to reduce future taxable income following this “ownership change” would depend on many factors, including our future income, which cannot be assured. Thus, an “ownership change” may delay or prevent utilization of these NOLs, increasing cash taxes payable in earlier years and materially reducing the present value of the NOLs.

Pursuant to 262 of the DGCL, holders of Hornbeck common stock who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the procedural requirements of DGCL Section 262 may demand appraisal of the “fair value” of their shares as determined by the Delaware Court of Chancery. Such dissenting shares will not be converted into the merger consideration unless and until appraisal rights are lost or withdrawn. If holders of a meaningful number of shares of Hornbeck common stock perfect appraisal rights, the combined company could be required to make substantial cash payments and incur litigation costs, which could adversely affect the combined company’s liquidity, capital resources or results of operations.

Helix and Hornbeck are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the mergers will depend in part upon its ability to retain key management personnel and other key employees. Current and prospective employees of Helix or Hornbeck may experience uncertainty about their roles within the combined company following the mergers or other concerns regarding the timing and completion of the mergers or the operations of the combined company following the mergers, any of which may have an adverse effect on the ability of Helix or Hornbeck to retain or attract key management and other key personnel. In addition, the loss of key Helix or Hornbeck personnel could diminish the anticipated benefits of the mergers and the integration of the companies may be more difficult. Furthermore, the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Helix and Hornbeck. No assurance can be given that the combined company will be able to retain or attract key management personnel and other key employees of Helix or Hornbeck to the same extent that Helix and Hornbeck have previously been able to retain or attract their own employees.

Parties with which Helix or Hornbeck do business may experience uncertainty associated with the mergers, including with respect to current or future business relationships with the combined company following the mergers. Helix’s and Hornbeck’s business relationships may be subject to disruption as customers, distributors, suppliers,

vendors, landlords and other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than Helix or Hornbeck prior to or following the mergers. These disruptions could have a material and adverse effect on the results of operations, cash flows and financial position of Helix or Hornbeck, regardless of whether the mergers are completed, as well as a material and adverse effect on Helix’s ability to realize the expected cost savings and other benefits of the mergers. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the mergers or termination of the merger agreement.

The merger agreement subjects Helix and Hornbeck to restrictions on their respective business activities prior to the effective time. The merger agreement obligates each of Helix and Hornbeck to use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course, and the merger agreement obligates each of Helix and Hornbeck to use its commercially reasonable efforts to preserve intact its respective business organization, except as otherwise expressly contemplated by the merger agreement. These restrictions could prevent Helix and Hornbeck from pursuing certain business opportunities that arise prior to the effective time and are outside the ordinary course of business. See “The Merger Agreement—Covenants—Conduct of Business Prior to the Effective Time” for additional details.

In considering the recommendation of the Helix Board that Helix shareholders vote in favor of the required merger proposals, Helix shareholders should be aware of and take into account the fact that Helix directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of Helix shareholders generally. These interests include, among others, severance rights or payments, rights to continuing indemnification and directors’ and officers’ liability insurance and accelerated vesting of outstanding equity awards. See “The Mergers—Interests of Helix’s Directors and Officers in the Mergers” for a more detailed description of these interests. The Helix Board was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation, of the mergers, in approving the merger agreement and the transactions contemplated thereby, including the mergers, and in recommending that the Helix shareholders approve the required merger proposals and the non-binding compensation proposal.

The merger agreement contains certain provisions that restrict each of Helix’s and Hornbeck’s ability to initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry regarding, or the making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, an acquisition proposal with respect to Helix or Hornbeck, as applicable, and Helix and Hornbeck have each agreed to certain terms and conditions relating to their ability to engage, continue or otherwise participate in any discussions or negotiations regarding, or furnish to a third party any non-public information with respect to, or otherwise knowingly facilitate any effort or attempt to make, any acquisition proposal. Further, even if the Helix Board withholds, withdraws, amends, qualifies or modifies in any manner adverse to Hornbeck its recommendation with respect to the required merger proposals, unless the merger agreement has been terminated in accordance with its terms, Helix will still be required to submit the required merger proposals to a vote at the Helix special meeting. In addition, Hornbeck generally has an opportunity to offer to modify the terms of the merger agreement in response to any competing acquisition proposals or intervening events before the Helix Board may withdraw, modify or qualify its recommendations. The merger agreement further provides that, under specified circumstances, including in the event that Helix or Hornbeck has entered into an alternative acquisition agreement with respect to a superior proposal, Helix may be required to pay Hornbeck a termination fee equal to $40,500,000 or Hornbeck may be required to pay Helix a termination fee equal to $49,500,000, as applicable. See “The Merger Agreement—Covenants,” “—Termination Fees” and “—Expense Reimbursement” for additional details.

These provisions could discourage a potential third-party acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of Helix or Hornbeck from considering or pursuing such an alternative transaction with either party or proposing such a transaction, even if it were prepared, in Helix’s case, to pay

consideration with a higher per share value than the total value proposed to be paid or received in the mergers. These provisions might also result in a potential third-party acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

The unaudited prospective financial information set forth in the forecasts included under the section titled “The Mergers—Unaudited Prospective Financial Information” were prepared solely for internal use and are subjective in many respects. Helix’s and Hornbeck’s prospective financial information was based solely upon assumptions of, and information available to, Helix’s and Hornbeck’s management when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond Helix’s or Hornbeck’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Helix’s and Hornbeck’s estimates. In view of these uncertainties, the inclusion of prospective financial information in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily be predictive of actual future results.

The unaudited prospective financial information set forth in the forecasts included under the section titled “The Mergers—Unaudited Prospective Financial Information” was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made, and each of Helix and Hornbeck undertake no obligation, other than as required by applicable law, to update, correct or otherwise revise the unaudited prospective financial information herein to reflect events or circumstances after the date those prospective financial information were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances, even in the event that any or all of the assumptions underlying any such prospective financial information are no longer appropriate (even in the short term).

The unaudited prospective financial information of Helix and Hornbeck included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the management of Helix or the management of Hornbeck, as applicable. Neither KPMG LLP (“KPMG”), the independent registered public accountants of Helix, nor Ernst & Young LLP (“EY”), the independent certified public accountants of Hornbeck, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information and, accordingly, neither KPMG nor EY expresses an opinion or any other form of assurance with respect thereto. The report of KPMG with respect to Helix, incorporated by reference in this proxy statement/prospectus relates to the historical financial statements of Helix, does not extend to the unaudited prospective financial information of Helix and should not be read to do so. The report of EY with respect to Hornbeck’s audited financial statements included elsewhere in this proxy statement/prospectus, relates to the historical financial statements of Hornbeck, does not extend to the unaudited prospective financial information of Hornbeck and should not be read to do so. See “The Mergers—Unaudited Prospective Financial Information” for more information.

If the mergers are not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals or if the Helix shareholders fail to approve the applicable proposals, the ongoing business of Helix may be materially adversely affected and, without realizing any of the benefits of having completed the mergers, Helix would be subject to a number of risks, including the following:

If the mergers are not completed, the risks described above may materialize and they may have a material adverse effect on Helix’s results of operations, cash flows, financial position and stock price.

Approval of the plan of conversion proposal is a condition to the consummation of the mergers. Accordingly, upon the completion of the Conversion immediately prior to the first merger, the rights of existing Helix shareholders will cease to be governed by the laws of the state of Minnesota and will instead be governed by the laws of the state of Delaware. Additionally, upon completion of the first merger, Hornbeck stockholders will no longer be stockholders of Hornbeck. Instead, former Hornbeck stockholders will become stockholders of the combined company, and, while their rights as stockholders of the combined company will continue to be governed by the laws of the state of Delaware, their rights will be subject to and governed by the terms of the certificate of incorporation and the bylaws of the combined company, copies of which are attached to this proxy statement/prospectus as Annex D and Annex E, respectively. The laws of the state of Delaware are different than the laws of the state of Minnesota and the terms of the certificate of incorporation and bylaws of the combined company are in some respects and the articles of incorporation and bylaws of Helix and the certificate of incorporation and bylaws of Hornbeck which currently govern the rights of Helix shareholders and Hornbeck stockholders, respectively. See “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with shares of Hornbeck common stock, shares of Helix common stock and shares of the combined company’s common stock.

Helix and Hornbeck have incurred and are expected to continue to incur significant non-recurring costs associated with negotiating and completing the mergers, combining the operations of the two companies and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Helix and Hornbeck whether or not the mergers are completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors, employee retention, severance and benefit costs and filing fees. Helix will also incur costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and other employment-related costs. Helix and Hornbeck will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the mergers and the integration of the two companies’ businesses. While Helix and Hornbeck have assumed that a certain level of expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all. The costs described above and any unanticipated costs and expenses, many of which will be borne by Helix or Hornbeck even if the mergers are not completed, could have an adverse effect on Helix’s or Hornbeck’s financial condition and operating results.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into acquisition, merger, 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 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 contemplated by the merger agreement, including the mergers. One of the conditions to the closing of the transactions contemplated by the merger agreement is that no law or governmental order is in effect that restrains, enjoins, makes illegal or otherwise prohibits the closing of the mergers. Consequently, if a plaintiff were to be successful in obtaining an injunction prohibiting consummation of the transactions contemplated by the merger agreement, 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 contemplated by the merger agreement becomes final and nonappealable, so long as the party seeking to terminate the merger agreement has used its reasonable best efforts prevent the entry of and to remove such governmental order in accordance with the terms of the merger agreement. 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 contemplated by the merger agreement, 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.

In general, either party can refuse to complete the mergers if there is a material adverse change affecting the other party. However, some types of changes do not permit either party to refuse to complete the transaction, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Helix’s or Hornbeck’s financial condition or results of operations due to a decrease in commodity prices or general economic conditions would not give the other party the right to refuse to complete the mergers. In addition, the parties have the ability, but are under no obligation, to waive any material adverse change that results in the failure of a closing condition and instead proceed with completing the mergers. If adverse changes occur that affect either party, but the parties are still required or voluntarily decide to complete the transaction, Helix’s share price, business and financial results after the mergers may suffer.

The mergers involve the combination of companies that currently operate as independent companies. The combination of independent businesses is complex, costly and time consuming, and the combined company will be required to devote significant management attention and resources to integrating the respective business practices and operations of Helix and Hornbeck. Potential difficulties that may be encountered in the integration process include the following:

In addition, Helix and Hornbeck have previously operated and, until the completion of the mergers, will continue to operate, independently. It is possible that the integration process could result in:

Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies or achieve the anticipated benefits of the mergers or could reduce each company’s earnings or otherwise adversely affect the business and financial results of the combined company following the mergers.

The combined company may fail to realize the anticipated benefits and synergies expected from the mergers, which could adversely affect the combined company’s business, financial condition and operating results. The success of the mergers will depend, in significant part, on the ability of the combined company to realize the anticipated strategic benefits and synergies from combining the businesses of Helix and Hornbeck. The anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If the combined company is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the mergers within the anticipated timing or at all, the combined company’s business, financial condition and operating results may be adversely affected.

The nature of the business of the combined company will make it susceptible to legal proceedings and governmental investigations from time to time. Lawsuits or claims against the combined company, including pending lawsuits and claims against Helix and Hornbeck, could have a material adverse effect on the combined company’s business, financial condition and results of operations. Any legal proceedings or claims, even if fully indemnified or insured, could negatively affect the combined company reputation among its customers and the public, and make it more difficult for the combined company to compete effectively or obtain adequate insurance in the future.

Following the mergers, the size and geographic footprint of the business of the combined company will increase. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and geographies and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increase in the size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the mergers.

Following the mergers, some of the customers, distributors, suppliers, vendors, landlords and other business partners of Helix or Hornbeck may modify, terminate or scale back their current or prospective business relationships with the combined company. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that the combined company is too closely allied with one of their competitors. In addition, Helix and Hornbeck have contracts with customers, distributors, suppliers, vendors, landlords and other business partners that may require Helix or Hornbeck to obtain consents from these other parties in connection with the mergers, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords and other business partners are adversely affected by the mergers, or if the combined company loses the benefits of the contracts of Helix or Hornbeck, the combined company’s business and financial performance could suffer.

The market price of the combined company’s common stock may be volatile due to factors unrelated to the combined company’s operating performance or prospects. Specific factors that may have a significant effect on the market price for the combined company’s common stock include, among others, the following:

Following the consummation of the mergers, subject to applicable securities laws and the transfer restrictions applicable to certain Hornbeck securityholders party to the Registration Rights Agreement or lock-up agreements entered into in connection with the entry into the merger agreement, former Hornbeck securityholders may seek to sell shares of the combined company’s common stock they will acquire pursuant to the mergers (including shares underlying assumed Jones Act Warrants). For Hornbeck securityholders that are not party to the Registration Rights Agreement or such lock-up agreements, there will be no restriction on their ability to sell shares of the combined company’s common stock following the consummation of the mergers. Pursuant to the Registration Rights Agreement, subject to certain restrictions, the combined company is required to file with the SEC a Registration Statement on Form S-3 registering for resale the shares of Converted Helix Common Stock issued to such holders in the mergers (including shares underlying assumed Jones Act Warrants) and to conduct certain underwritten offerings at such holders’ request. The Registration Rights Agreement also provides such holders with customary piggyback registration rights. These sales (or the perception that these sales may occur, particularly following the expiration of the lock-up period under the Registration Rights Agreement and the lock-up agreements), coupled with the increase in the outstanding number of shares of the Converted Helix Common Stock, may affect the market for, and the market price of, shares of the Converted Helix Common Stock in an adverse manner.

Additionally, current shareholders of Helix and current securityholders of Hornbeck may reduce or eliminate their investment in the combined company for various reasons, including in order to comply with institutional investing guidelines, to increase diversification, to track any rebalancing of stock indices in which Helix’s common stock is or may in the future be included, to respond to the risk profile of the combined company or to realize a gain. If, following the mergers, large amounts of the combined company’s common stock are sold, the price could decline.

The unaudited pro forma financial information contained in this document is presented for illustrative purposes only, is based on various adjustments, assumptions and preliminary estimates and may not be an indication of the combined company’s financial condition or results of operations following the mergers for several reasons. The actual financial condition and results of operations of the combined company following the mergers may not be consistent with—or evident from—this unaudited pro forma financial information. In addition, the assumptions used in preparing the unaudited pro forma financial information may prove to be inaccurate, and other factors may affect the combined company’s financial condition or results of operations following the mergers. Any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the stock price of the combined company. See “Unaudited Pro Forma Condensed Combined Financial Statements.”

To the extent that either Helix or Hornbeck currently has or is perceived by customers to have operational challenges, such as service performance, safety issues or workforce issues, those challenges may raise concerns by existing customers of the other company following the mergers, which may limit or impede the combined company’s future ability to obtain additional work from those customers.

Following the mergers, the Ares Investor Group and the Whitebox Investor Group are expected to collectively own approximately 12% and 4% (21% and 11%, on a fully diluted basis), respectively, of the outstanding Converted Helix Common Stock, and will have the right to designate for nomination an aggregate of three nominees for election to the combined company’s board of directors. As a result, these stockholders could have significant influence over the outcome of matters requiring a stockholder vote, including the election of directors, the adoption of any amendment to the combined company’s bylaws and the approval of mergers and other significant corporate transactions. Their influence over the combined company may have the effect of delaying or preventing a change of control or may adversely affect the voting and other rights of other stockholders.

Pursuant to the Securityholders Agreement, the Ares Investor has designated      and      to be directors of the combined company’s seven-member board, and the Whitebox Investor has designated      to be a director of the combined company’s seven-member board upon consummation of the mergers. In addition, pursuant to the Securityholders Agreement, in connection with each annual or special meeting of stockholders of the combined company at which directors are to be elected, (i) the Ares Investor will have the right to designate for nomination (A) two nominees for election to the combined company’s board of directors for so long as the Ares Investor Group beneficially owns, and at all times since the consummation of the mergers beneficially owned, at least 20% of the Converted Helix Common Stock (including common stock issuable pursuant to Jones Act Warrants), and (B) one nominee for election to the combined company’s board of directors for long as the Ares Investor Group beneficially owns, and at all times since the consummation of the mergers beneficially owned, at least 10% but do not beneficially own, and at all times since the consummation of the mergers have not beneficially owned at least 20%, of the Converted Helix Common Stock (including common stock issuable pursuant to Jones Act Warrants); and (ii) the Whitebox Investor will have the right to designate for nomination one nominee for election to the combined company’s board of directors for so long as the Whitebox Investor Group beneficially owns, and at all times since the consummation of the mergers beneficially owned, at least 10% of the Converted Helix Common Stock (including common stock issuable pursuant to Jones Act Warrants). Finally, if these stockholders were in the future to sell all or a material number of shares of common stock, the market price of the combined company’s common stock could be negatively impacted.

The combined company could lose the privilege of owning and operating vessels in the U.S. coastwise trade if non-U.S. citizens were to own or control, in the aggregate, more than 25% of the combined company’s common stock. Such loss could have a material adverse effect on the combined company’s results of operations.

The certificate of incorporation and bylaws of the combined company will authorize the board of directors of the combined company to establish with respect to any class or series of capital stock of the combined company certain rules, policies and procedures, including procedures with respect to transfer of shares, to ensure compliance with the Jones Act. In order to provide a reasonable margin for compliance with the Jones Act, the certificate of incorporation of the combined company will provide that all non-U.S. citizens in the aggregate may not own more than 21% of the outstanding shares of the combined company’s common stock, with certain limited grandfathered circumstances allowing up to 24% of the outstanding shares of the combined company’s common stock to be owned by non-U.S. citizens on and after the effective date of the Conversion. The Jones Act trading privileges of the combined company will be conditioned upon foreign ownership of its common stock never exceeding 24%. While Helix and Hornbeck expect to take steps to prevent foreign ownership of the combined company from exceeding 24%, the combined company will not control trading in its stock and cannot control non-compliance by a foreign purchaser of its stock resulting in the combined exceeding the foreign citizenship ownership limitations. Moreover, the USCG may temporarily or permanently revoke the combined company’s coastwise trading privileges, issue fines or penalties,

and/or seize the company’s vessels engaging in the coastwise trade if the company is not in compliance with the citizenship requirements, which would have a significant negative impact on the combined company’s operations and financial results.

The certificate of incorporation will provide that any transfer (including the combined company’s original issuance) will be void ab initio and ineffective to the extent that such transfer that would result in ownership by non-U.S. citizens in the aggregate exceeding 21% of the combined company’s issued and outstanding common stock, with certain limited grandfathered circumstances allowing up to 24% of the outstanding shares of the combined company’s common stock to be owned by non-U.S. citizens on and after the effective date of the Conversion. The company’s certificate of incorporation will further provide the combined company’s board of directors with authority to take certain actions to protect its Jones Act status, including the right to redeem any share of the combined company’s common stock that caused the ownership by non-U.S. citizens to exceed such 21% ownership limitation, with certain limited grandfathered circumstances allowing up to 24% of the outstanding shares of the combined company’s common stock to be owned by non-U.S. citizens on and after the effective date of the Conversion. In the event the board of directors of the combined company authorizes such a redemption, the combined company would instruct its transfer agent to issue one Jones Act Warrant, or in certain situations, cash or interest bearing promissory notes, in respect of shares of common stock that caused ownership by non-U.S. citizens to exceed the applicable permitted limit, and such holder(s)’ interests in those shares will be terminated. Any purported issuance or transfer of shares of the combined company’s common stock in violation of these ownership provisions will be ineffective to issue or transfer the common stock or any voting, dividend or other rights associated with them.

The consummation of the mergers is conditioned upon, among other things, the approval of the Jones Act provisions proposal by Helix shareholders at the special meeting. Accordingly, unless both Helix and Hornbeck waive this condition, the combined company’s certificate of incorporation will include the aforementioned provisions. The existence and enforcement of these requirements could have an adverse impact on the liquidity or market value of the combined company’s equity securities in the event that U.S. citizens were unable to transfer shares of the combined company’s common stock to non-U.S. citizens. Furthermore, under certain circumstances, this ownership requirement could discourage, delay or prevent a change of control of the combined company.

If the exclusive forum proposal is adopted at the special meeting, the certificate of incorporation of the combined company will provide that, unless the combined company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on the combined company’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of the combined company’s directors, advisory directors, board observers, officers or employees to the combined company or its stockholders, (iii) any action asserting a claim against the combined company, its directors, advisory directors, board observers, officers or employees arising pursuant to any provision of the DGCL, the combined company’s certificate of incorporation or its bylaws, (iv) any action asserting a claim against the combined company, its directors, advisory directors, board observers, officers or employees that is governed by the internal affairs doctrine or (v) any action asserting an “internal corporate claim,” as that term is defined in Section 115 of the DGCL, except for, as to each of clauses (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, in which case a federal district court of the United States of America located in the State of Delaware will be the exclusive forum.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the

Securities Act or the rules and regulations thereunder. There is uncertainty as to whether a court would enforce the forum selection provision with respect to such claims, and in any event, the combined company’s stockholders would not be deemed to have waived the combined company’s compliance with federal securities laws and the rules and regulations thereunder.

If the exclusive forum proposal is adopted at the special meeting and included in the combined company’s certificate of incorporation, any person or entity purchasing or otherwise acquiring any interest in shares of the combined company’s capital stock, including shares issued pursuant to the first merger, will be deemed to have notice of, and consented to, the provisions of the combined company’s certificate of incorporation described in the preceding sentences.

Although Helix and Hornbeck believe the provision benefits the combined company by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, this choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the combined company or its directors, officers, employees or agents, which may discourage such lawsuits against the combined company and such persons. Additionally, there can be no assurances that a court will decide that these provisions are either applicable or enforceable, and if a court were to find the choice of forum provisions proposed to be included in the combined company’s certificate of incorporation to be inapplicable or unenforceable in an action, the combined company may incur additional costs associated with resolving such action in other jurisdictions, which could harm the business, operating results and financial condition of the combined company.

As a result of entering into the merger agreement, Hornbeck’s business is and will be subject to the risks described above. In addition, Hornbeck is, and following completion of the mergers, the combined company will be, subject to the following risks:

The demand for Hornbeck’s services from companies in various energy-related industries is cyclical, and to some extent, seasonal, depending primarily on the capital expenditures of offshore energy companies. These capital expenditures are influenced by such factors as:

Prices for oil and natural gas have historically been, and Hornbeck anticipates they will continue to be, extremely volatile and reactive to changes in the supply of and demand for oil and natural gas (including changes resulting from the ability of OPEC+ to establish and maintain production quotas), domestic and worldwide economic conditions and political instability in oil producing countries. In the past, low oil prices have adversely affected demand for Hornbeck’s services and any decreases, over a sustained period of time, could have a material adverse effect on Hornbeck’s business, financial condition, results of operations and cash flows.

Hornbeck’s business also depends on its obtaining significant contracts, primarily from companies in the oil and gas exploration and production industry. The timing of or failure to obtain contracts, delays in awards of contracts, cancellations of contracts, delays in completion of contracts, or failure to obtain timely payments from Hornbeck’s customers, could result in significant periodic fluctuations in Hornbeck’s results of operations and operating cash flows. If customers do not proceed with the completion of significant projects or if significant defaults on customer payment obligations to Hornbeck arise, or if Hornbeck encounters disputes with customers involving such payment obligations, Hornbeck may face difficulties in collecting payment of amounts due, including for costs Hornbeck previously incurred.

Hornbeck periodically evaluates its long-lived assets, including its property and equipment, and intangible assets. In performing these assessments, Hornbeck projects future cash flows on an undiscounted basis for long-lived assets and compares these cash flows to the carrying amount of the related assets. These cash flow projections are based on Hornbeck’s current operating plans, estimates and judgmental assumptions. Hornbeck performs the assessment of potential impairment for its property and equipment and intangibles whenever facts and circumstances indicate that the carrying value of those assets may not be recoverable due to various external or internal factors. In such event, if Hornbeck determines that its estimates of future cash flows were inaccurate or its actual results are materially different from what Hornbeck predicted, Hornbeck could record additional impairment charges in future periods, which could have a material adverse effect on its financial position and results of operations.

Substantial portions of Hornbeck’s operations are conducted in the U.S. coastwise trade, and thus, are subject to the provisions of the Jones Act which, subject to limited exceptions, restricts maritime transportation of merchandise between points in the United States (known as cabotage or coastwise trade) to vessels that are: (a) built in the United States; (b) registered under the U.S. flag; (c) crewed by U.S. citizens or lawful permanent residents; and (d) owned and operated by U.S. citizens within the meaning of the Jones Act. For years, there have been attempts to repeal or amend such provisions, and such attempts are expected to continue in the future. In addition, the President of the United States may waive the requirement for using U.S.-flag vessels with coastwise endorsements in the U.S. coastwise trade in the interest of national defense. Furthermore, the Jones Act restrictions on the coastwise trade are subject to certain exceptions under certain international trade agreements, including the General Agreement on Trade in Services. If maritime cabotage services were included in the General Agreement on Trade in Services or other international trade agreements, the shipping of maritime cargo between covered U.S. ports could be opened to foreign-flag vessels, foreign-built vessels or foreign-owned vessels. Repeal, substantial amendment, waiver of provisions, or other administrative weakening of the Jones Act could significantly adversely affect Hornbeck by, among other things, resulting in additional competition from competitors with lower operating costs, because of their ability to use vessels built in lower-cost foreign shipyards, owned and manned by foreign nationals with promotional foreign tax incentives and with lower wages and benefits than U.S. citizens. Because foreign vessels may have lower construction costs and operate at significantly lower costs than companies operating in the U.S. coastwise trade, such a change could significantly increase competition in the U.S. coastwise trade, which could have a material adverse effect on Hornbeck’s business, financial position, results of operations, cash flows and growth prospects.

Because Hornbeck owns and operates U.S.-flagged vessels in the U.S. coastwise trade, the Jones Act requires that at least 75% of the outstanding shares of each class or series of Hornbeck’s capital stock must be owned and controlled by U.S. citizens. Hornbeck is responsible for monitoring the ownership of its equity securities and subsidiaries to ensure compliance with the citizenship requirements of the Jones Act. If Hornbeck does not continue to comply with such requirements, it would be prohibited from operating its U.S.-flagged vessels in the U.S. coastwise trade and may incur severe penalties, such as fines and/or forfeiture of such vessels and/or permanent loss of U.S. coastwise trading privileges for such vessels.

Demand for Hornbeck’s oilfield-related offshore support services is directly influenced by the levels of offshore drilling and production activity, which are, in turn, affected by a number of factors, including Hornbeck’s customers’ budget cycles and seasonal weather conditions. Many of Hornbeck’s customers operate on a calendar-year budget, which has historically resulted in stronger demand for Hornbeck’s services during the second and third calendar quarters, when customers allocate and expend their budgets and when seasonal weather conditions are generally more favorable for offshore activities. This trend is particularly evident in the U.S. Gulf of America (the “U.S. GoA”), where offshore activity typically increases during these periods. Furthermore, the impact of seasonality may vary from year to year due to factors such as the expiration of drilling leases, changes in the supply of and demand for oil and natural gas, and other market dynamics.

Additionally, Hornbeck’s diversification into non-oilfield related industries may also contribute to further quarterly earnings volatility. For example, the baseline demand for Hornbeck’s vessels that provide HADR services tends to increase during the hurricane season and may further increase immediately following major hurricanes or other named storms in the U.S. GoA, as customers require urgent survey and repair of proximate offshore infrastructure. Further, offshore wind construction projects on the U.S. East Coast are also highly seasonal, with project activity generally occurring between April and September, while servicing of existing offshore wind facilities is expected to occur year-round. In contrast, Hornbeck’s government business is typically not subject to seasonality due to such customers’ relatively inelastic needs for the services Hornbeck provides, which is reflected in their higher propensity to enter into long-term contracts than Hornbeck’s other end-customers. In addition to seasonal fluctuations, certain of Hornbeck’s vessels may also experience temporary downtime to the extent it is required to transition and outfit a vessel in order to meet specific customer needs in connection with a specialty project, which could contribute to further volatility in Hornbeck’s revenues and quarterly earnings.

Adverse events, such as hurricanes or other severe weather conditions, during peak demand periods, whether expected or unexpected, could significantly disrupt Hornbeck’s operations, damage its assets, or delay its customers’ projects, any of which may have a material adverse effect on its business, financial position, results of operations, cash flows, and prospects. As a result of the above, seasonal fluctuations in demand, weather-related disruptions and the effect of temporary downtime of Hornbeck’s vessels while it adapts a vessel for a specialty job, can create unpredictability in Hornbeck’s activity levels, vessel utilization rates, and revenue generation, making it difficult to predict future performance based on historical trends.

Inflation has been an ongoing concern since 2021 and has continued into 2026. Ongoing inflationary pressures have resulted in, and may continue to result in, additional increases to the costs of goods, services and personnel, which in turn could cause Hornbeck’s capital expenditures and operating costs to rise, as well as a scarcity of certain products and raw materials. Like others in Hornbeck’s industry, in 2023, 2024 and 2025 Hornbeck faced, and continues to face, considerable inflation in the cost of raw materials and personnel. International conflicts or other geopolitical events, such as the continuing Russia-Ukraine war and the ongoing conflicts in the Middle East, may also cause upward pressure on the cost of raw materials due to shipping and transportation disruptions, higher manufacturing costs, disruptions in supply chains and availability of raw materials, interruptions in manufacturing operations and heightened inflation. To the extent inflation remains elevated, Hornbeck may experience further cost increases for its operations, as well as increased labor costs. Sustained levels of high inflation caused the U.S. Federal Reserve to raise its target range for the federal funds rate multiple times in 2022 and 2023, but the U.S. Federal Reserve cut rates multiple times between September and December of 2025, resulting in a total aggregate increase of 350 basis points for the period 2022 through

March 31, 2026. The U.S. Federal Reserve’s target rate is currently between 3.50% and 3.75%. Future rate hikes from the U.S. Federal Reserve (or its equivalent in other nations) or other efforts to curb inflationary pressure on the costs of goods and services could have the effect of raising the cost of capital and depressing economic growth, either of which (or the combination thereof) could hurt the financial and operating results of Hornbeck’s business.

High oil prices are also inflationary and governmental or economic responses to high oil prices could impact the operations of Hornbeck’s customers. Sustained high oil prices could also drive over-investment and create the potential for global over-supply, which could cause prices to fall, also impacting investment by Hornbeck’s customers.

Any future reduction in worldwide economic growth and economic activity could, if sustained, ultimately lead to a global recession. In a global recession, it is likely that the demand for oil and natural gas would decline and the number of planned offshore energy projects would decrease. Such a scenario would negatively impact the demand for offshore support services, and in turn, Hornbeck’s financial performance.

Changes in the supply of and demand for oil and gas impacts the level of services that Hornbeck provides to customers, which in turn impacts Hornbeck’s financial position, results of operations and cash flows.

Although as of the date of this proxy statement/prospectus Hornbeck has not been materially impacted by the resulting supply chain disruptions, instability in oil and gas producing regions and shipping channels, including the Russian war with Ukraine and related sanctions, ongoing conflicts in the Middle East and the closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups in connection with the joint U.S.-Israel strikes on Iran, have significantly disrupted supply chains for crude oil and natural gas. Hornbeck cannot predict the level of future demand, effects on domestic pricing, and impacts on U.S. oil and gas production. Further, these conflicts and other geopolitical tensions, as well as the related international response, have exacerbated inflationary pressures, causing increases in the prices for goods and services and exacerbating global supply chain disruptions, which have resulted in, and may continue to result in, shortages in materials and services and related uncertainties. Such shortages have resulted in, and may continue to result in, cost increases for labor, fuel, materials and services, and could continue to cause costs to increase, and also result in the scarcity of certain materials. Any global economic slowdown or recession, including as a result of such supply chain disruptions or sanctions, may also impact demand and depress the price for crude oil, natural gas or other products that Hornbeck handles, which could have significant adverse consequences on Hornbeck’s financial condition and the financial condition of its customers, suppliers and other counterparties, and could diminish Hornbeck’s liquidity. The U.S. government has also implemented geographic restrictions for certain offshore oil and gas operators and projects, which may reduce the number of projects Hornbeck’s vessels may support. While the geographic areas in which Hornbeck operates are largely unaffected by these sanctions, they could negatively impact Hornbeck’s business and financial condition. Further, ongoing conflicts in the Middle East and political, economic and social instability in Venezuela could escalate into broader conflicts that could disrupt energy operations and supply chains globally.

Hornbeck’s results of operations are materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere around the world. Weak economic conditions, sustained uncertainty about global economic conditions, concerns about future U.S. budgetary cuts, or a prolonged or further tightening of credit markets could cause Hornbeck’s customers and potential customers to postpone or reduce spending on products or services or put downward pressure on prices, which could have an adverse effect on Hornbeck’s business, results of operations or cash flows. In the event of extreme prolonged adverse market events, such as a global credit crisis, Hornbeck could incur significant losses. The future impact of these current events on Hornbeck’s financial condition, results of operations and cash flows depend largely on developments outside Hornbeck’s control which cannot be predicted with certainty.

Hornbeck’s operations are subject to extensive federal, state and local laws and regulations, including complex environmental laws and occupational health and safety laws. Hornbeck may be required to make large expenditures to

comply with such regulations. Failure to comply with these laws and regulations or accidental spills or releases of oil and/or hazardous substances may result in the suspension or termination of operations or permits and other authorizations, and subject Hornbeck to administrative, civil, and criminal penalties. In the event of environmental violations or accidental spills or releases, Hornbeck may be charged with the costs of investigation, remediation or other corrective actions. In addition, citizen groups and other third parties may file claims for nuisance, provision of alternative water supplies, property damage or bodily injury. Laws and regulations protecting the environment have become more stringent in recent years, and may, in some circumstances, result in liability for environmental damage regardless of negligence or fault through a strict, joint and several liability scheme, even if Hornbeck’s operations were lawful at the time or in accordance with industry standards. In addition, pollution and similar environmental risks generally are not fully insurable. These liabilities and costs could have a material adverse effect on Hornbeck’s business, financial condition, results of operations and cash flows.

Additionally, changes in environmental laws or regulations, including laws relating to the emission of carbon dioxide and other global greenhouse gases (“GHGs”), disclosure of climate-related information or other climate change concerns, could require Hornbeck to devote capital or other resources to comply with these laws and regulations. These changes could also subject Hornbeck to additional costs and restrictions, including increased fuel costs. Such changes in laws or regulations could increase costs of compliance and doing business for Hornbeck’s customers and thereby decrease the demand for its services. Because Hornbeck’s business depends on the level of activity in the offshore oil and gas industry, existing or future laws and regulations related to GHGs and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on Hornbeck’s business if such laws and regulations reduce the worldwide demand for oil and gas or limit drilling opportunities for Hornbeck’s customers.

Additionally, Hornbeck operates its vessels in a number of international markets and are subject to various international treaties and the local laws and regulations in jurisdictions where its vessels operate and/or are registered. These conventions, laws and regulations govern matters of environmental protection, GHG emissions, worker health and safety, vessel and port security, and the manning, construction, ownership and operation of vessels, including cabotage requirements similar to the Jones Act. Changes in such international treaties and such local laws and regulations can be unpredictable and may adversely affect Hornbeck’s ability to carry out operations overseas.

Hornbeck provides services for oil and natural gas exploration and production customers operating offshore in the deepwaters of the U.S. and offshore in other countries.

Any new legislation, executive actions or regulatory initiatives, whether in the U.S. or in other countries, that impose increased costs, more stringent operational standards or result in significant delays, cancellations or disruptions in Hornbeck’s customers’ operations, could increase the risk of losing leasing or permitting opportunities, expired leases due to the time required to develop new technology, increased supplemental bonding costs, or cause Hornbeck’s customers to incur penalties, fines or shut-in production at one or more of their facilities, any or all of which could reduce demand for Hornbeck’s services. Hornbeck cannot predict with any certainty the full impact of any new laws, regulations, executive actions or regulatory initiatives on its customers’ drilling operations or the opportunity to pursue such operations, or on the cost or availability of insurance to cover the risks associated with such operations. The matters described above, individually or in the aggregate, could have a material adverse effect on Hornbeck’s business, financial condition and results of operations.

The offshore drilling and production support industry is both highly competitive and capital intensive and requires substantial resources and investment to satisfy customers and maintain profitability. Hornbeck’s customers award contracts based on price, industry reputation, service quality, vessel offerings and capabilities, transit costs and other similar factors. Increased competition for deepwater and ultra-deepwater drilling contracts could depress dayrates and utilization rates, adversely affecting Hornbeck’s profitability. A sustained inability to win contracts in Hornbeck’s key markets would put pressure on Hornbeck’s ability to service its debt.

Hornbeck’s results of operations may be impacted by reduced investments in the U.S. offshore wind energy market and the inherent complexity of developing wind energy projects. In addition to the state and federal government policies relating to renewable energy, the growth and development of the offshore wind energy market is subject to a number of factors, including, among other things:

For example, on December 22, 2025, the Trump administration directed five large-scale offshore wind projects to suspend construction activities for at least 90 days, citing national security concerns. The developers of certain of these projects filed legal challenges with respect to the validity of the suspension order, seeking expedited consideration and ultimately prevailed. However, the Trump administration has recently reached settlements with three developers to end their offshore wind leases in exchange for reimbursement of lease fees, and those developers have determined not to pursue new offshore wind projects in the U.S. If new or additional suspensions are imposed in the future, or additional developers reach agreements with the administration not to pursue offshore wind projects, a number of adverse impacts may follow on the U.S. offshore wind energy space, such as difficulty in maintaining or obtaining project financing, implicated projects could be canceled or otherwise fail, new projects may face additional start-up challenges, regulatory uncertainty may lead to a slowing of future investment in the U.S. offshore wind industry generally, among other similar impacts. Any of the foregoing may decrease current and future customer demand for the specialized services Hornbeck provides in connection with offshore wind construction, installation and maintenance through Hornbeck’s SOVs and CSOVs. In turn, these concerns could result in adverse impacts on Hornbeck’s overall business, results of operations and financial condition. Additionally, the occurrence or persistence of any of the factors discussed above could cause the affected developers to ultimately cancel or abandon these projects, which, in turn, could lower the demand for Hornbeck’s related services, decrease Hornbeck’s overall revenue and cause it to experience additional unexpected downtime and costs as Hornbeck seeks to secure new contracts for its vessels or retrofit them for use in other applications or industries and would have a material adverse effect on Hornbeck’s overall results of operations and financial condition.

Much of Hornbeck’s success depends on its ability to attract and retain highly skilled and qualified personnel. Hornbeck’s inability to hire, train and retain a sufficient number of qualified employees, including mariners, could impair Hornbeck’s ability to manage, maintain and grow its business.

In crewing its vessels, Hornbeck requires skilled employees who can perform physically demanding work. As a result of past volatility in the oil and gas industry, many industry employees chose to pursue employment in other fields, leading the industry to experience a significant shortfall in qualified mariners. As conditions in the industry have improved, it has become more challenging to engage experienced personnel as crews on Hornbeck’s vessels. Hornbeck faces strong competition within the broader oilfield industry for employees and potential employees, including competition from drilling rig operators for fleet personnel. Hornbeck may have difficulty hiring employees or finding suitable replacements as needed and it is possible that Hornbeck would have to raise wage rates or increase benefits offered to attract workers and to retain current employees. In such circumstances, if Hornbeck is unable to increase its service rates to customers to compensate for wage increases or recruit qualified personnel to operate vessels at full utilization, Hornbeck’s financial condition and results of operations may be adversely affected.

Additionally, the ongoing viability and potential growth of Hornbeck’s contractual relationship with the U.S. military is dependent on Hornbeck’s continued employment of certain key personnel. Any action taken by the U.S. military in response to the loss of key personnel, or potential loss of key personnel, from Hornbeck’s operations could adversely affect its current and future business with the military and, in turn, adversely affect Hornbeck’s financial results.

Further, Hornbeck’s operations are dependent upon the efforts and continued employment of its executive officers and key management personnel, including, but not limited to, Hornbeck’s Founder, Chairman, President and Chief Executive Officer, Todd M. Hornbeck, who has substantial experience and relationships with Hornbeck’s major customers. Given industry management turnover resulting from restructurings and other corporate changes, seasoned managers are in demand. Although Hornbeck has entered into employment agreements with its executive officers and key management personnel, there is no guarantee that they will remain employed by Hornbeck. In the event of the loss of key management personnel, Hornbeck would be required to hire a replacement and there can be no assurance that the replacement will be suitable or favorable to Hornbeck, which could adversely affect Hornbeck’s financial results and operations. The loss of services of one or more of Hornbeck’s executive officers or key management personnel could have a negative impact on Hornbeck’s financial condition and results of operations.

In the future, Hornbeck may become parties to litigation. In general, litigation can be expensive and time consuming to bring or defend against. Such litigation could result in settlements or damages that could significantly affect Hornbeck’s financial results or operations. It is not possible to predict the potential litigation that Hornbeck may become party to nor the final resolution of such litigation. The impact of any such litigation on Hornbeck’s businesses and financial stability, however, could be material.

Due to then-applicable difficult market conditions, Hornbeck has in the past elected, and may in the future elect, to stack certain vessels in its fleet in order to reduce the number of crew and personnel that operate and maintain such vessels. Though vessel stacking reduces the costs of operating a vessel, it reduces the number of available vessels Hornbeck can deploy to service its customers and limits potential revenues. If market conditions should decline, Hornbeck may be required to stack additional vessels.

When Hornbeck elects to reactivate the stacked vessels, Hornbeck will incur substantial capital and operating expenditures. These expenditures could increase as a result of changes in the cost of labor and materials, changes in technology, customer requirements for new or upgraded equipment, the size of Hornbeck’s fleet, the cost of replacement parts for existing vessels, the geographic location of the vessels or the length of contracts. Hornbeck will also incur costs associated with regulatory recertification and remobilization, changes in safety or other equipment standards and may incur additional costs to hire and train personnel to operate the vessels. Making such alterations may require the stacked vessels to remain out of service for extended periods of time, with corresponding losses of revenues. Such costs could have an adverse effect on Hornbeck’s financial results and operations.

If Hornbeck is unable to fund these capital expenditures with its liquidity, Hornbeck may be required to incur additional borrowings, or seek out additional financing arrangements with banks or other capital providers. Hornbeck’s failure to obtain the funds for necessary future capital expenditures could have a material adverse effect on its business and on its financial position, results of operations and cash flows.

As of March 31, 2026, within Hornbeck’s fleet, 19 U.S.-flagged OSVs, two foreign-flagged OSVs and three U.S.-flagged MPSVs were stacked. Certain of Hornbeck’s competitors have also stacked OSVs and may also stack additional OSVs from time to time. To the extent that Hornbeck or its competitors reactivate vessels in response to improvement or perceived improvement in market conditions faster than the market can absorb such additional vessels, the market for OSVs could become oversaturated and would adversely affect dayrates and utilization for Hornbeck’s vessels.

A material increase in the supply of OSVs or MPSVs, whether through new construction (including Hornbeck’s own), refurbishment or conversion of vessels from other uses, remobilization, reactivation or changes in law or its application could increase competition for charters, lower utilization or lower dayrates, any of which would adversely affect Hornbeck’s revenues and profitability. Such an increase in vessel capacity could also exacerbate the impact of any future downturn in the oil and gas industry, which would have an adverse impact on Hornbeck’s business.

Additionally, because the Jones Act does not apply to certain services provided by MPSVs, foreign competitors may deploy additional MPSVs to the U.S. GoA or build additional MPSVs that will compete with Hornbeck in the U.S. GoA.

Certain contracts for Hornbeck’s vessels, including contracts with the United States government, allow for early termination at the customer’s option. Many of Hornbeck’s contracts that contain early termination provisions contain remedies or other provisions that would compensate Hornbeck in the event an option is exercised, such as early termination fees, but customers may choose to exercise their termination rights in spite of such remedies or provisions and such remedies may not fully compensate Hornbeck for the loss of the contract.

Additionally, in economic downturns, customers have requested that Hornbeck adjust the terms of their contracts to be more customer-friendly, including by assuming greater risks. While Hornbeck is not required to give such concessions, commercial considerations may dictate that Hornbeck do so, given the relatively few deepwater and ultra-deepwater customers operating in the U.S. GoA. Certain customers who seek to terminate Hornbeck’s contracts may attempt to defeat or circumvent Hornbeck’s protections against certain liabilities for which Hornbeck receives indemnity. Hornbeck’s customers’ ability to perform their obligations under their contracts, including their ability to fulfill their indemnity obligations to Hornbeck, may be negatively impacted by an economic downturn. Hornbeck’s customers, which include national energy companies, often have significant bargaining leverage over it. Should a counterparty fail to honor its obligations under an agreement with Hornbeck, Hornbeck could sustain losses, which could have an adverse effect on its business and on its financial position, results of operations or cash flows.

Until Hornbeck replaces the terminated contracts with new contracts, Hornbeck’s business could be temporarily disrupted or adversely affected, as there may be a gap in the operation of the vessels between the current contracts and subsequent contracts, or Hornbeck may not be able to secure new contracts on substantially similar terms due to the prevailing market or industry conditions at the time of expiration. The fluctuation in the demand for Hornbeck’s services may be impacted by volatility in oil and gas markets, which could ultimately adversely affect Hornbeck’s financial position, results of operations or cash flows. As of March 31, 2026, within Hornbeck’s fleet, 19 U.S.-flagged OSVs, two foreign-flagged OSVs and three U.S.-flagged MPSVs were stacked. Further, as of March 31, 2026, Hornbeck had 45 existing contracts for its vessels that are currently operating, which had remaining durations ranging from three days to five years. When oil and natural gas prices are low or it is expected that such prices will decrease in the future, Hornbeck may be unable to obtain contracts at attractive dayrates or at all. Hornbeck may not be able to obtain new contracts in direct continuation with existing contracts, or depending on prevailing market conditions, Hornbeck may enter into contracts at dayrates substantially below the existing dayrates or on terms otherwise less favorable.

The vessels are complex and the shipyard performing the completion work for the Zurich Insurance Company of America and Fidelity & Deposit Company of Maryland may be unable or unwilling to perform on the anticipated timeline or at all, also potentially causing delay and disruption to Hornbeck’s planned uses for the vessels.

Hornbeck routinely engages shipyards to drydock vessels for regulatory compliance, repairs and maintenance. Equipment shortages, insufficient shipyard availability, unforeseen engineering issues, work stoppages, weather interference, unanticipated cost increases, inability to obtain necessary certifications and approvals, material shortages, labor issues, and other similar factors could lead to extended delays or additional costs. Significant delays could adversely affect Hornbeck’s ability to perform under its contracts, and significant cost overruns could adversely affect Hornbeck’s operations and profitability.

On April 30, 2026, Hornbeck’s total contracted backlog was $964.1 million. The contractual revenue Hornbeck ultimately receives may be lower than the contracted backlog due to a number of factors, including vessel downtime or suspension of operations. The actual dayrate may be lower than the contractual operating dayrate assumed in the contracted backlog described above because a down-time (such as waiting on weather) rate, repair rate, standby rate or force majeure rate, may apply under certain circumstances. Several factors could cause vessel downtime or a suspension of operations, including equipment breakdowns and other unforeseen engineering problems, marine casualties, labor strikes and other work stoppages, shortages of material and skilled labor, surveys by government and maritime authorities, periodic classification surveys, severe weather or harsh operating conditions, and force majeure events.

In certain contracts, the dayrate may be reduced to zero if, for example, repairs extend beyond a stated period of time. Hornbeck’s total contracted backlog includes only firm commitments and certain contracted option periods, which are represented by signed contracts or, in some cases, other definitive agreements awaiting contract execution. Hornbeck may not be able to realize the full amount of its total contracted backlog due to events beyond Hornbeck’s control. In addition, some of Hornbeck’s customers have experienced liquidity issues in the past, including some recently, and these liquidity issues could be experienced again if commodity prices decline for an extended period of time. Liquidity issues and other market pressures could lead Hornbeck’s customers to seek bankruptcy protection or to seek to repudiate, cancel or renegotiate these agreements for various reasons. Hornbeck’s inability to realize the full amount of Hornbeck’s total contracted backlog may have an adverse effect on Hornbeck’s financial position, results of operations or cash flows.

For the three months ended March 31, 2026 and the year ended December 31, 2025, the Military Sealift Command (the “MSC”), Shell plc and Occidental Petroleum Company collectively accounted for 31% and 40%, respectively, of Hornbeck’s consolidated revenues. The loss or material reduction of business from a significant customer could therefore have a material adverse effect on Hornbeck’s results of operations and cash flows. Moreover, Hornbeck’s customer contracts subject it to counterparty risks. See “—Hornbeck may be unable to collect amounts owed to it by customers.” The ability of each of Hornbeck’s counterparties to perform their obligations under a contract with Hornbeck will depend on a number of factors that are beyond Hornbeck’s control such as the overall financial condition of the counterparty. Should a significant customer fail to honor its obligations under an agreement with Hornbeck, Hornbeck could sustain losses, which could have a material adverse effect on its business, financial condition and results of operations.

Hornbeck regularly considers possible acquisitions of single vessels, vessel fleets and businesses, such as Hornbeck’s purchases of 19 OSVs since 2022. The success of this strategy is dependent upon Hornbeck’s ability to identify appropriate acquisition targets, negotiate transactions on favorable terms, finance transactions, complete transactions and successfully integrate them into Hornbeck’s existing business. Subject to the terms of Hornbeck’s indebtedness, Hornbeck may finance future acquisitions with cash from operations, additional indebtedness and/or by issuing additional equity or debt securities. Acquisitions can involve a number of special risks and challenges, including, but not limited to:

Even if Hornbeck consummates an acquisition, the process of integrating the new acquisition into Hornbeck’s operations may result in unforeseen operational difficulties and additional costs, and may adversely affect the effectiveness of internal controls over financial reporting. In addition, valuations supporting Hornbeck’s acquisitions and strategic investments could change rapidly and integration may be more costly to accomplish than Hornbeck expects. Moreover, Hornbeck’s management may not be able to effectively manage a substantially larger business or successfully operate a new line of business. Failure to manage these acquisition risks could materially and adversely affect Hornbeck’s ability to achieve anticipated levels of utilization, profitability or other benefits from the acquisitions, and ultimately could materially and adversely affect Hornbeck’s business, results of operations and financial condition.

Hornbeck and its customers, particularly in the oil and natural gas industry, face continued regulatory and tax uncertainties. The nature, timing and economic effects of any potential change to the current legal and regulatory framework affecting Hornbeck’s and its customers’ businesses are uncertain. Some changes may adversely affect Hornbeck’s or its customers’ operations and have an adverse impact on Hornbeck’s business, financial condition, results of operations and growth prospects. In addition, a significant portion of Hornbeck’s revenue is generated from contracts with the United States government. For the three ended March 31, 2026, charters with the MSC accounted for 15% of Hornbeck’s consolidated revenues. Department of Defense (“DoD”) budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending policy as a result of policy changes or otherwise, the United States government’s budget deficits, any U.S. government shutdown, spending priorities, possible political pressure to reduce United States government military spending and the ability of the U.S. government to enact appropriations bills and other relevant legislation, each of which could cause the DoD budget to remain unchanged or to decline. A significant decline in United States military expenditures could negatively impact Hornbeck’s revenue through an inability to enter into favorable charters with the United States government.

In 2023, Hornbeck was informed that the MSC was conducting a market survey of companies capable of providing services Hornbeck currently performs pursuant to a ten-year O&M contract scheduled to expire in February 2025. Hornbeck was subsequently informed that the MSC would seek to renegotiate that O&M contract with Hornbeck on a sole-source basis. Since beginning the renegotiation, Hornbeck was awarded contract extensions to continue Hornbeck’s support under the O&M contract until February 2026, and was awarded further contract extensions until February 2031. Due to factors outside Hornbeck’s control, including government budget cuts or other political events, such as a prolonged government shutdown, Hornbeck may be unable to renegotiate the contract on favorable terms or at all. Further, the contract or the sole-source determination may be challenged by third parties.

Hornbeck’s government contracts may be impacted by new regulatory or legislative requirements that could increase the cost of Hornbeck’s government operations or accelerate obsolescence of vessels Hornbeck employs for the government.

Hornbeck’s vessels are subject to operating risks, including, but not limited to:

The occurrence of any of the enumerated events, or other similar events, may result in vessel damage, vessel loss, personnel injury or death, or environmental contamination. The occurrence of any such event could expose Hornbeck to liability or costs.

Affected vessels may also be removed from service and thus be unavailable for income-generating activity.

Additionally, certain of Hornbeck’s protection and indemnity insurance is provided by various mutual protection and indemnity associations. As associations, they rely on member premiums, investment reserves and income, and reinsurance to manage liability risks on behalf of their members. Increased investment losses, underwriting losses or reinsurance costs could cause domestic or international marine insurance associations to substantially raise the cost of premiums, resulting not only in higher premium costs, but also higher levels of deductibles. Increases in Hornbeck’s premiums or deductible levels could adversely affect Hornbeck’s operating costs.

While Hornbeck believes that its insurance coverage is adequate and insures against risks that are customary in the industry, Hornbeck may be unable to renew such coverage in the future at commercially reasonable rates. Moreover, existing or future coverage may not be sufficient to cover claims that may arise, and Hornbeck does not maintain insurance for loss of income resulting from a marine casualty.

Offshore operations are subject to a variety of operating risks specific to the marine environment, such as perils of the sea and marine casualty events that such perils can cause or contribute to, including capsizing, collisions, allisions and damage or loss from adverse weather conditions. In addition to being vulnerable to the risks associated with operating offshore, Hornbeck may also be affected by actions of third-parties. For example, a third-party marine vessel may damage or destroy Hornbeck’s assets or an accident caused by a third-party marine vessel may cause Hornbeck to be subject to remediation and other costs resulting from releases of hazardous materials and other environmental and

natural resource damages. In addition to utilization loss of Hornbeck’s vessels and increased costs, these hazards could cause serious injuries, fatalities, contamination or property damage for which Hornbeck could be held responsible.

Further, the offshore oil and gas and alternative energy industries are subject to unforeseen occurrences or catastrophic events such as hurricanes, fires, explosions, collisions involving marine vessels and oil spills. Such catastrophic events could negatively affect the industry as a whole, which could have a material adverse effect on Hornbeck’s business and on its financial position, results of operations and cash flows.

Tropical storms, hurricanes and the threat of tropical storms and hurricanes often result in the shutdown of operations in coastal regions, including the U.S. GoA, as well as operations within the path and the projected path of the tropical storms or hurricanes. The Atlantic hurricane season is June through November. Hornbeck may incur losses in its business in excess of: (i) those experienced in prior years, (ii) the average expected level used in pricing, or (iii) current insurance coverage limits. The incidence and severity of severe weather conditions and other natural disasters are inherently unpredictable. In addition, climate change could result in an increase in the frequency and severity of tropical storms, hurricanes or other extreme weather events. Additionally, climate change may adversely impact the demand, price, and availability of insurance. In the future, during a tropical storm or hurricane, Hornbeck may be unable to operate in the area of the storm. Additionally, tropical storms or hurricanes may cause evacuation of personnel, reduce the areas in which, or the number of days during which, Hornbeck’s customers would contract for its vessels in general and cause damage to its vessels and other equipment, which may result in suspension of certain operations. The shutdowns, related evacuations and damage can create unpredictability in activity and utilization rates, as well as delays and cost overruns, which could have a material adverse effect on Hornbeck’s business, financial condition and results of operations.

Many of Hornbeck’s business and operational processes are heavily dependent on traditional and emerging technology systems, some of which are managed by Hornbeck and some of which are managed by third-party service and equipment providers, to conduct day-to-day operations, improve safety and efficiency and lower costs. Hornbeck uses computerized systems to help run its financial and operations functions, including the processing of payment transactions, store confidential records and conduct vessel operations, which may subject Hornbeck’s business to increased risks. If any of Hornbeck’s financial, operational or other technology systems fail or have other significant shortcomings, Hornbeck’s financial results could be adversely affected. Hornbeck’s financial results could also be adversely affected if an employee or other third party causes its operational systems to fail, either as a result of inadvertent error or by deliberately tampering with or manipulating its operational systems. In addition, dependence upon automated systems, including those on board Hornbeck’s vessels, may further increase the risk of operational system flaws, and employee or other tampering or manipulation of those systems will result in losses that are difficult to detect.

Cybersecurity incidents are increasing in frequency and magnitude across all business types. Hornbeck has experienced attempted cybersecurity attacks but has not suffered any material adverse effect to Hornbeck’s business and operations as a result of such attempts. Hornbeck has implemented security measures, internal controls and testing that are designed to detect and protect against cyberattacks. Hornbeck regularly updates and reviews Hornbeck’s testing protocols, however, no security measure is infallible. Despite these measures and any additional measures Hornbeck may implement or adopt in the future, Hornbeck’s facilities, vessels and systems, and those of Hornbeck’s third-party service providers, have been and are vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, misdirected wire transfers, and other adverse events, including threats to Hornbeck’s critical operations technologies and process control networks. Third-party systems on which Hornbeck relies could also suffer such attacks or operational system failures. Any of these occurrences could result in material harm to Hornbeck’s business, including ransom payments, significant remediation and cybersecurity protection costs, loss of customer or employee data, loss of intellectual property or proprietary information, litigation and legal risks, including regulatory actions, potential liability, reputational damage, or damage to Hornbeck’s competitiveness, stock price and long-term shareholder value, or otherwise have an adverse effect on Hornbeck’s business, operations and financial results.

In addition, laws and regulations governing data privacy and the unauthorized disclosure of confidential or protected information and recent legislation in certain U.S. states, pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal liability.

Hornbeck derives a portion of its revenues from foreign sources. In addition, certain of Hornbeck’s shipyard repair and procurement activities are being conducted with foreign vendors. Hornbeck therefore faces risks inherent in conducting business internationally, such as legal and governmental regulatory requirements, potential vessel detentions, seizures or nationalization of assets, import-export quotas or other trade barriers, difficulties in collecting accounts receivable and longer collection periods, political and economic instability, kidnapping of or assault on personnel, piracy, adverse tax consequences, difficulties and costs of staffing international operations and language and cultural differences. Hornbeck does not hedge against foreign currency risk. While Hornbeck endeavors to contract in U.S. dollars when operating internationally, some contracts may be denominated in a foreign currency, which would result in a foreign currency exposure risk. Hornbeck also faces risks related to administrative or other legal changes in foreign cabotage laws, or other legal or administrative changes that adversely impact planned or expected offshore energy development. See “—Hornbeck is regularly confronted with administrative actions taken by Mexican authorities that require a high degree of effort and can be costly to challenge. Not prevailing in any pending or future disputes with Mexican administrative authorities could have a material adverse impact on Hornbeck’s operations or financial results.” All of these risks associated with Hornbeck’s international operations are beyond Hornbeck’s control and difficult to insure against. Hornbeck cannot predict the nature and the likelihood of any such events. If such an event should occur, however, it could have a material adverse effect on Hornbeck’s financial condition and results of operations.

Provisions of the Jones Act, the Death on the High Seas Act and general maritime law cover certain of Hornbeck’s employees. These laws preempt state workers’ compensation laws and permit employees and their representatives to pursue actions against employers for job-related tort claims in federal courts. Because Hornbeck is generally not protected by the damage limits imposed by state workers’ compensation statutes for these types of claims, Hornbeck may be exposed to higher damage awards for these types of claims.

Many of Hornbeck’s operating costs, such as crew wages, materials and supplies, maintenance and repairs, and insurance costs are unpredictable and vary based on events beyond Hornbeck’s control. Hornbeck’s profitability will vary based on fluctuations in operating costs. If Hornbeck’s operating costs increase, Hornbeck may not be able to recover such costs from customers. Such an increase in operating costs could adversely affect Hornbeck’s financial results.

Hornbeck typically grants customers credit on a short-term basis. Because Hornbeck does not typically collect collateralized receivables from customers, Hornbeck is subject to credit risk on the credit Hornbeck extends. Hornbeck estimates uncollectible accounts in Hornbeck’s financial statements based on historical losses, current economic conditions, and individual customer evaluations. However, Hornbeck’s estimates may not be accurate and the receivables due from customers as reflected in Hornbeck’s financial statements may not be collectible.

One of the asserted long-term physical effects of climate change may be an increase in the severity and frequency of adverse weather conditions, such as hurricanes, which may increase Hornbeck’s insurance costs or risk retention, limit insurance availability or reduce the areas in which, or the number of days during which, Hornbeck’s customers

would contract for Hornbeck’s vessels in general and in the U.S. GoA in particular. Such conditions could also cause damage to Hornbeck’s assets. Any of these impacts, individually or in the aggregate, could materially and adversely affect Hornbeck’s business, financial conditions, and results of operations. Hornbeck is currently unable to predict the manner or extent of any such effect. Hornbeck’s ability to mitigate the adverse physical impacts of climate change depends in part upon Hornbeck’s disaster preparedness and response and business continuity planning.

Combating the effects of climate change continues to attract global attention, including from regulators, legislators, companies in a variety of industries, financial market participants and other stakeholders. This focus, together with government grants, incentives and subsidies focused on alternative energy development and changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, petroleum products and the use of products manufactured with, or powered by, petroleum products, may in the long-term result in (i) the enactment of additional climate change-related regulations, policies and initiatives (at the government regulator, corporate and/or investor community levels), including alternative energy requirements, new fuel consumption standards, energy conservation and emissions reductions measures and responsible energy development, (ii) technological advances with respect to the generation, transmission, storage and consumption of energy (e.g., wind, solar and hydrogen power, smart grid technology and battery technology, and increasing efficiency) and (iii) increased availability of, and increased consumer and industrial/commercial demand for, alternative energy sources and products manufactured with, or powered by, alternative energy sources (e.g., electric vehicles and renewable residential and commercial power supplies).

Climate change legislation and regulatory initiatives may arise from a variety of sources, including international, national, regional and state levels of government and associated administrative bodies, seeking to monitor, restrict or regulate existing emissions of GHGs, such as carbon dioxide and methane, as well as to restrict or eliminate future emissions. Restrictions on GHG emissions that may be imposed, or the adoption and implementation of regulations that require reporting of GHG emissions or other climate-related information or otherwise seek to limit GHG emissions (including carbon pricing schemes) from Hornbeck or its customers, could adversely affect Hornbeck’s business and the oil and gas industry. Accordingly, Hornbeck’s business and operations, and those of Hornbeck’s customers, are subject to executive, regulatory, political and financial risks associated with marine transportation, petroleum products and the emission of GHGs. Any legislation or regulatory programs related to climate change could increase Hornbeck’s costs and require substantial capital, compliance, operating and maintenance costs, reduce demand for petroleum and related marine transportation services, reduce Hornbeck’s access to financial markets, and create greater potential for governmental investigations or litigation. For example, the adoption of legislation or regulatory programs to reduce GHG emissions could require Hornbeck or its customers to incur increased operating costs or acquire emissions allowances or to comply with new regulatory requirements. Such regulatory initiatives could also stimulate demand for alternative forms of energy that do not rely on petroleum products and indirectly reduce demand for Hornbeck’s services.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and the increased competitiveness of and technological advances with respect to alternative energy sources (such as electric vehicles, wind, solar, geothermal, tidal, fuel cells and biofuels) could reduce demand for oil and natural gas and therefore indirectly negatively impact Hornbeck’s revenues. Furthermore, as Hornbeck’s competitors use or develop new technological advances designed to reduce their impacts on the environment or climate change, such as the use of alternative fuels for marine vessels, Hornbeck may be placed at a competitive disadvantage or may be forced by competitive pressures to implement new technologies at substantial costs. Hornbeck may not be able to respond to these competitive pressures or implement new technologies on a timely basis or at an acceptable cost. If one or more of the technologies Hornbeck uses now or in the future were to become obsolete, Hornbeck’s business, financial condition or results of operations could be materially and adversely affected.

Additionally, certain segments of the investor community have recently expressed negative sentiment towards investing in the oil and natural gas industry and associated businesses. Climate change-related developments in particular may result in negative perceptions of the traditional oil and gas industry and, in turn, reputational risks involving business activities associated with petroleum product exploration and production. There have been efforts in recent years, for example, to influence the investment community, including investment advisors, insurance companies, and certain sovereign wealth, pension and endowment funds and other groups, by promoting divestment of fossil fuel equities and pressuring lenders to limit funding and insurance underwriters to limit coverages to companies engaged in the extraction of fossil fuel reserves. Financial institutions may elect in the future to shift some or all of their investment

into non-fossil fuel related sectors. Some investors, including certain pension funds, university endowments and family foundations, have stated policies to reduce or eliminate their investments in the oil and natural gas sector based on social and environmental considerations. Institutional lenders who provide financing to companies associated with the oil and gas industry have also become more attentive to sustainable lending practices, and some may elect not to provide traditional energy producers or companies that support such producers with funding. Such developments could ultimately result in reduced demand for Hornbeck’s services or reduce Hornbeck’s access to, and increase the cost of, debt or capital.

Any legislation, regulatory programs, technological advances or social pressures related to climate change could increase Hornbeck’s or its customers’ operating and compliance costs, reduce demand for Hornbeck’s services, and, together with negative investor sentiment, may have a material adverse effect on Hornbeck’s business, financial condition, results of operations and cash flows.

Companies across all industries are facing increasing scrutiny from stakeholders related to their sustainability practices. A number of advocacy groups, both domestically and internationally, have engaged in activism campaigns centered around increasing attention and demands for governmental and private sector action related to climate change and promoting the use of substitutes to fossil fuel products. Further, failure or a perception (whether or not valid) of failure to implement Hornbeck’s sustainability strategy or any achieve sustainability goals and targets that Hornbeck has or may set, could damage Hornbeck’s reputation, causing its investors or other stakeholders to lose confidence in Hornbeck, and negatively impact Hornbeck’s operations. In addition, Hornbeck could be criticized for the timing, scope or nature of these initiatives or goals, or for any revisions to them. There can be no assurance that Hornbeck will be able to accomplish any announced goals, targets initiatives, commitments or objectives related to its sustainability strategy, as statements regarding the same reflect Hornbeck’s current plans and aspirations and are not guarantees that Hornbeck will be able to achieve them within the timelines it announces, or at all. In certain circumstances, Hornbeck could determine in its discretion that it is not feasible or practical to implement or complete certain of its sustainability goals, targets, initiatives, policies or procedures based on cost, timing or other considerations.

Hornbeck’s efforts to research, establish, accomplish and accurately report on the implementation of Hornbeck’s sustainability strategy, including any related goals, may also create additional operational risks and expenses and expose Hornbeck to reputational, legal and other risks. Moreover, while Hornbeck may create and publish voluntary disclosures regarding sustainability matters from time to time, some of the statements in those voluntary disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability matters. Challenges brought by third parties could also result in Hornbeck’s being penalized or criticized based on any inaccuracy, inadequacy, or incompleteness of such disclosures. The occurrence of any of the foregoing could have a material adverse effect on Hornbeck’s reputation, business and financial condition.

Further, Hornbeck’s business and growth opportunities require Hornbeck to have strong relationships with various key stakeholders, including Hornbeck’s investors, employees, suppliers, customers and others. Hornbeck may face pressures from stakeholders, many of whom are increasingly focused on climate change, to prioritize sustainable energy practices, reduce Hornbeck’s carbon footprint and promote sustainability while at the same time remaining a successfully operating business. At the same time, stakeholders and regulators have increasingly expressed or pursued divergent and evolving views, legislation and investment expectations with respect to sustainability, including the enactment or proposal of “anti-ESG” legislation or policies. Hornbeck may also face negative impacts from consumers who do not support climate-related initiatives or concerns. If Hornbeck does not successfully manage expectations across these varied stakeholder interests, it could erode Hornbeck’s stakeholder trust and thereby affect its brand and reputation. Such erosion of confidence could negatively impact Hornbeck’s business through decreased demand and growth opportunities, delays in projects, increased legal action and regulatory oversight, adverse press coverage and other adverse public statements, difficulty hiring and retaining top talent, difficulty obtaining necessary approvals and permits from governments and regulatory agencies on a timely basis and on acceptable terms and difficulty securing investors and access to debt or capital.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes and benchmarking assessments for evaluating companies on their approach to

sustainability matters. Such ratings are used by some investors to inform their investment decisions and thus unfavorable ratings could have a negative impact on Hornbeck’s access to and cost of capital as well as Hornbeck’s reputation.

Hornbeck’s reliance on third-party suppliers, manufacturers and service providers to secure equipment and materials used in its operations exposes Hornbeck to volatility in the quality, price and availability of such items. During periods of reduced demand, many of these third-party suppliers reduced their inventories of parts and equipment and, in some cases, reduced their production capacity. Further, the volatility of the price of steel can impact the construction and repair costs of Hornbeck’s vessels. When Hornbeck seeks to reactivate stacked vessels, upgrade its active vessels or purchase additional vessels, these reductions and global supply chain constraints could make it more difficult for Hornbeck to find equipment, materials, parts and labor for Hornbeck’s vessels. If an alternative vendor to obtain equipment or parts is unavailable, many of the specialized parts and equipment Hornbeck utilizes are rebuildable, can be found in the aftermarket, or can be substituted with crossover components in a similar time period, or if such options were unavailable or could not be completed in a timely manner, Hornbeck has a sufficient fleet size with legacy technology to use component parts from certain vessels to keep its other vessels running. However, there is a risk that the use of one or more of such alternatives could cause a disruption or delay to Hornbeck’s operations resulting in an adverse effect on its business. While Hornbeck believes it maintains a sufficient inventory of spare parts and equipment and have employed highly-trained, internal technical resources, including engineers and repair technicians, capable of maintaining, repairing or rebuilding the specialized machinery and equipment aboard Hornbeck’s vessels, there can be no assurance that these measures would be sufficient to avoid an adverse impact on Hornbeck’s business during periods of reduced demand or supply chain constraints. A disruption or delay in the deliveries from third-party suppliers, capacity constraints, production disruptions, price increases (including those related to the price of steel, inflation and supply chain disruptions), defects or quality-control issues, recalls or other decreased availability or servicing of parts and equipment could adversely affect Hornbeck’s ability to meet its commitments to customers on a timely basis and adversely impact Hornbeck’s operations and revenues by resulting in uncompensated downtime, reduced dayrates, the incurrence of liquidated damages or other penalties or the cancellation or termination of contracts, or increase Hornbeck’s operating costs.

Hornbeck has expanded, and plans to continue to expand, the size, scope and nature of its business through mergers and acquisitions, resulting in an increase in the breadth of Hornbeck’s fleet, the variety of services Hornbeck offers and the geographic markets in which Hornbeck operates, including in traditional oilfield drilling, production and specialty services as well as offshore wind, military and other non-oilfield applications. Business expansion and revenue diversification into non-oilfield related industries places increasing demands on Hornbeck and its fleet. Hornbeck must anticipate demand well into the future in order to service its extensive customer base. The inability to effectively and efficiently manage Hornbeck’s assets to meet the current and future needs of its customers, which may vary widely from Hornbeck’s original expectations due to a number of factors beyond Hornbeck’s control, including periods of difficult market conditions or slowdowns in any of the business sectors or various regions in which Hornbeck operates, could have an adverse effect on Hornbeck’s business, financial condition and results of operations. Additionally, as Hornbeck continues to diversify its business, it may experience temporary downtime in use of its vessels as Hornbeck transitions and outfit a vessel in response to changing customer demands and specific needs of a particular project. Further, Hornbeck could experience any of these conditions simultaneously, which could magnify any adverse impact on Hornbeck’s results of operations, including greater volatility of its earnings from period to period, than might have otherwise occurred if such conditions were experienced individually.

Certain of Hornbeck’s directors, including those directors appointed by its principal stockholders or their investment managers or respective affiliates are involved in the offshore services industry through their direct and indirect participation in businesses which are Hornbeck’s potential competitors, service providers or customers.

Situations may arise in connection with potential acquisitions, investments or contractual disputes where the other interests of these directors may conflict with Hornbeck’s interests. Although Hornbeck’s directors with conflicts of interest will be subject to and expected to follow the procedures set out in applicable legislation, regulations, rules and policies, any conflicts of interest may not be resolved in favor of Hornbeck’s interests. Additionally, the involvement of Hornbeck’s directors with other business ventures may require their time and attention be shared with their other business ventures.

Hornbeck’s principal stockholders may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to Hornbeck’s other investors and lenders. In addition, Hornbeck’s principal stockholders and their investment managers and respective affiliates are in the business of making investments in companies and may, from time to time, acquire interests in businesses that directly or indirectly compete with Hornbeck’s business, as well as businesses that are significant existing or potential customers or service providers. Hornbeck’s principal stockholders or their investment managers or respective affiliates may also seek to acquire businesses and/or assets that Hornbeck seeks to acquire and, as a result, these acquisition opportunities may not be available to Hornbeck or may be more expensive for Hornbeck to pursue.

In connection with the closing of the mergers, Hornbeck will amend and restate its Third Amended and Restated Trade Name and Trademark License Agreement, dated September 4, 2020 (the “Third A&R License Agreement”) as the Fourth Amended and Restated Trade Name and Trademark License Agreement (the “Fourth A&R License Agreement”). The Fourth A&R License Agreement was executed on April 23, 2026 and will be effective upon the closing of the mergers, and in the event the merger agreement is terminated, the Third A&R License Agreement will remain in full force and effect. Pursuant to the Fourth A&R License Agreement (as defined herein) between Hornbeck and HFR, LLC, a Texas limited liability company owned by Todd M. Hornbeck and his brother Troy A. Hornbeck (“HFR”), the combined company will have an exclusive license to use the various Hornbeck trade names and trademarks as provided in the Fourth A&R License Agreement, which include “Hornbeck,” “Hornbeck Offshore,” “Hornbeck Offshore Services,” “HOS,” “HOSMAX,” “HOSS” and Hornbeck’s current horse head logos (the “Hornbeck Brands”) in connection with the existing Hornbeck business and the recently-merged Helix business. The Fourth A&R License Agreement eliminates the ongoing quarterly fee of $250,000 ($1.0 million annually) for use of the Hornbeck Brands, and an additional annual fee payable based upon Hornbeck achieving certain EBITDA thresholds in a given year (the “Performance Fee”) in exchange for a single one-time payment of $17,400,000 paid to HFR plus any amounts earned under the Third A&R License Agreement that remain due and payable through the closing of the mergers. The Fourth A&R License Agreement will continue until the later of the seventh (7^th) anniversary of the closing of the mergers and the second (2^nd) anniversary of the date that Todd M. Hornbeck is no longer Hornbeck’s President and Chief Executive Officer (other than for Todd M. Hornbeck’s resignation as President while he remains Chief Executive Officer). The Fourth A&R License Agreement is terminable by HFR for Hornbeck’s material breach of the Fourth A&R License Agreement or if Hornbeck ceases to use a Hornbeck Brand as its primary corporate identifier for the Hornbeck business, ceases to use HOS ticker symbol (subject to certain exceptions), or ceases to use a Hornbeck Brand in the corporate name of the surviving company.

Termination of the Fourth A&R License Agreement would eliminate Hornbeck’s rights to use the Hornbeck Brands, the HOS ticker symbol, and Hornbeck’s corporate name and may result in Hornbeck’s having to undergo other significant rebranding efforts. Loss of the rights to use the Hornbeck Brands could disrupt Hornbeck’s recognition in the marketplace, damage goodwill Hornbeck may have generated, and otherwise have a material adverse effect on Hornbeck. These rebranding efforts may require significant resources and expenses and may affect Hornbeck’s ability to attract and retain customers, all of which may have a material adverse effect on Hornbeck’s business, contracts, financial condition, operating results, liquidity and prospects.

Hornbeck’s success also depends in part upon successful prosecution, maintenance, enforcement and protection of its owned and licensed intellectual property, including the Hornbeck Brands that it licenses from HFR. Under the Fourth A&R License Agreement, Hornbeck will be obligated to take actions to obtain, maintain, enforce and protect the

Hornbeck Brands. Should Hornbeck fail to maintain, enforce or protect the Hornbeck Brands or other intellectual property, Hornbeck could be materially harmed. See “Related Party Transactions of Directors and Executive Officers of Hornbeck—Third and Fourth Amended and Restated License Agreement.”

Hornbeck may from time to time face allegations that it is infringing, misappropriating or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of its competitors. Hornbeck may be unaware of the intellectual property rights that others may claim cover some or all of its technology or services. Irrespective of the validity of any such claims, Hornbeck could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would be successful, which could have a material adverse effect on Hornbeck’s business, contracts, financial condition, operating results, liquidity and prospects.

Even if these matters do not result in litigation or are resolved in Hornbeck’s favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of Hornbeck’s management team and harm Hornbeck’s business, operating results and reputation.

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. Due to the inherent uncertainty in making estimates, results reported in future periods may be affected by changes in estimates reflected in Hornbeck’s financial statements for earlier periods. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. From time to time, there may be changes in the financial accounting and reporting standards that govern the preparation of Hornbeck’s financial statements. These changes can materially impact how Hornbeck records and reports its financial condition and results of operations. In some instances, Hornbeck could be required to apply a new or revised standard retrospectively. If the estimates and judgments Hornbeck uses in preparing its financial statements are subsequently found to be incorrect or if Hornbeck is required to restate prior financial statements, Hornbeck’s financial condition or results of operations could be significantly affected.

Changes in tax laws in any of the multiple jurisdictions in which Hornbeck operates, or adverse outcomes from tax audits that Hornbeck may be subject to in any such jurisdiction, could result in an unfavorable change in Hornbeck’s effective tax rate, which could adversely affect Hornbeck’s business, financial condition and operating results. The United States has recently enacted significant changes to U.S. tax law. Hornbeck is continuing to review the impact of this legislation. Additionally, new income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time, or interpreted, changed, modified, or applied adversely to Hornbeck, any of which could adversely affect Hornbeck’s business operations and financial performance.

Further, Hornbeck operates in a number of jurisdictions, which contributes to the volatility of Hornbeck’s effective tax rate. Changes in tax laws or the interpretation of tax laws in the jurisdictions in which Hornbeck operates may affect Hornbeck’s effective tax rate. For example, a number of countries, as well as organizations such as the Organization for Economic Cooperation and Development, support a global minimum tax initiative. Such countries and organizations are also actively considering changes to existing tax laws or have proposed new tax laws that could increase Hornbeck’s tax obligations. In addition, Hornbeck is required under GAAP to place valuation allowances against Hornbeck’s NOL carryforwards and other deferred tax assets in certain tax jurisdictions. These valuation allowances result from analysis of positive and negative evidence supporting the realization of tax benefits. Negative evidence includes a cumulative history of pre-tax operating losses in specific tax jurisdictions. Changes in valuation allowances have historically resulted in material fluctuations in Hornbeck’s effective tax rate. Economic conditions or changes in tax laws may dictate the continued imposition of current valuation allowances and, potentially, the establishment of new valuation allowances. While significant valuation allowances remain, Hornbeck’s effective tax rate will likely continue to experience significant fluctuations. Furthermore, certain foreign jurisdictions may take actions to delay Hornbeck’s ability to collect value-added tax refunds.

In Mexico, Hornbeck is regularly confronted with actions taken by administrative authorities, which actions create uncertainty for Hornbeck and require a high degree of effort and can be costly to challenge.

For instance, in 2023, Mexican regulators challenged Hornbeck’s right to perform cabotage services in Mexico. Hornbeck believes that it is fully compliant with Mexican cabotage requirements and took legal action to preserve its cabotage privileges there, resulting in a Mexican court ordering that Hornbeck’s privileges be reinstated. However, the Secretaría de Marina, the Mexican executive cabinet office responsible for designing, planning, executing and coordinating Mexican maritime public policy (“SEMAR”), has yet to record Hornbeck’s bylaws, which creates uncertainty for Hornbeck’s Mexican franchise. Mexican courts can be unpredictable and recent legal changes in Mexico make it more difficult to obtain interim constitutional relief from illegal actions taken by Mexican administrative authorities. If Hornbeck prevails in its litigation, Hornbeck expects that it will be able to continue to exercise its reinstated privileges, unless legislative or other actions disallow such operations. If Hornbeck does not prevail, Hornbeck expects that it may not be able to continue Mexican cabotage operations under its current structure.

In addition, for several years the Mexican tax authorities have audited certain of Hornbeck’s subsidiaries’ tax returns and asserted certain positions that disallowed significant deductions that Hornbeck believes were validly applied, resulting in additional taxes, interest and penalties being assessed. Hornbeck disagrees with the positions taken by the tax authorities and the resulting amounts assessed and has had to pursue administrative and legal challenges against the Mexican tax authorities, several of which are ongoing. Although Hornbeck does not believe that the final outcome of these particular assessments and related proceedings will have a material adverse effect on its financial position or results of operations, these matters require diversion of management’s time and resources which may distract from ongoing business matters and potentially from strategic pursuits or business opportunities that could be beneficial to Hornbeck. Additionally, there can be no assurances Hornbeck will prevail with respect to such assessments and related proceedings, and an adverse final outcome in any such proceedings could have a material adverse impact on Hornbeck’s operations and strategic efforts in Mexico and its business, financial condition and results of operations.

Hornbeck expects that it will continue to face actions from Mexican administrative authorities from time to time that may require it to pursue administrative appeals or litigation, such as those described above. Challenging such actions, regardless of their merit, can be time-consuming, divert management’s attention and resources, cause Hornbeck to incur significant expenses or require Hornbeck to change its business practices. There can be no assurances Hornbeck will prevail in such challenges, and an adverse final outcome in any such future proceedings could have a material adverse impact on Hornbeck’s operations and strategic efforts in Mexico and its business, financial condition and results of operations.

Hornbeck is subject to various anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the United Nations Convention Against Corruption and the Brazil Clean Company Act. These laws generally prohibit companies and their intermediaries from engaging in bribery or making other improper payments of cash (or anything else of value) to government officials and other persons in order to obtain or retain business or to obtain an improper business benefit. Hornbeck’s business operations also must be conducted in compliance with applicable economic sanctions laws and regulations, including rules administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant authorities.

Hornbeck strives to conduct its business activities in compliance with relevant anti-corruption laws and regulations, and Hornbeck has adopted proactive procedures to promote such compliance. While Hornbeck is not aware of issues of historical noncompliance, full compliance cannot be guaranteed. Violations of anti-corruption laws and regulations, or even allegations of such violations, could result in civil or criminal penalties or other fines or sanctions, including prohibition of Hornbeck’s participating in or curtailment of business operations in those jurisdictions and the seizure of vessels or other assets, which could have a material adverse effect on Hornbeck’s business, financial

condition and results of operation. Moreover, Hornbeck may be held liable for actions taken by local partners or agents in violation of applicable anti-bribery laws, even though these partners or agents may themselves not be subject to such laws. Further, changes to the applicable laws and regulations, and/or significant business growth, may result in the need for increased compliance-related resources and costs.

Hornbeck has a significant amount of indebtedness. As of March 31, 2026, Hornbeck’s total indebtedness was approximately $467.6 million, consisting of $442.6 million outstanding principal amount of Hornbeck’s outstanding term loans (the “Second Lien Term Loans due 2033”) under the Second Lien Term Loan Credit Agreement, dated December 27, 2024, by and among Hornbeck, as borrower, Stonebriar Commercial Finance LLC, as administrative agent, Wilmington Trust, National Association, as collateral trustee, and the lenders party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Credit Agreement”), and $25.0 million outstanding principal amount of revolving loans under the Credit Agreement, dated as of August 13, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of December 27, 2024, by and among Hornbeck, DNB Bank ASA, New York Branch, as administrative agent, Wilmington Trust, National Association, as collateral agent and collateral trustee, and the lenders party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Credit Agreement”).

Hornbeck’s substantial indebtedness could have important consequences, including the following:

In addition, each of the First Lien Credit Agreement and the Second Lien Credit Agreement contains restrictive covenants that limit Hornbeck’s ability to engage in activities that may be in its long-term best interest. Hornbeck’s failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all Hornbeck’s debt and/or the exercise of other remedies by the lenders and other secured parties thereunder. See “Hornbeck Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Hornbeck’s ability to make scheduled payments on or refinance its debt obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond Hornbeck’s control. Hornbeck cannot be sure that its business will generate sufficient cash flows from operating activities, or that future borrowings will be available, to permit Hornbeck to pay the principal, premium, if any, and interest on its indebtedness.

If Hornbeck’s cash flows and capital resources are insufficient to fund its debt service obligations, Hornbeck could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness. Hornbeck may not be able to implement any such alternative measures, if necessary, on a timely basis or

at all. Even if successful, Hornbeck may not be able to negotiate such alternative actions on favorable terms and such actions may not be sufficient to allow Hornbeck to meet its scheduled debt service obligations.

For example, the loans under the Second Lien Credit Agreement mature in January 2033. If, at such time, market conditions are materially different or Hornbeck’s credit profile has deteriorated, the cost of refinancing Hornbeck’s debt may be significantly higher than its indebtedness existing at that time and may require Hornbeck to comply with more onerous covenants that could further restrict its business operations, or Hornbeck may not be able to refinance such debt at all. Additionally, each of the First Lien Credit Agreement and the Second Lien Credit Agreement restricts, and any of Hornbeck’s future debt instruments may restrict, Hornbeck’s ability to dispose of assets and use the proceeds from those dispositions and may also restrict Hornbeck’s ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. Hornbeck may not be able to consummate any such dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See “Hornbeck Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Agreements.”

Any failure to meet any future debt service obligations or any inability to obtain any additional financing on terms acceptable to Hornbeck or to comply therewith could have a material adverse effect on Hornbeck’s business, financial condition and results of operations.

Hornbeck and its subsidiaries may be able to incur significant additional indebtedness in the future. Although each of the First Lien Credit Agreement and the Second Lien Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions on the incurrence of additional indebtedness also will not prevent Hornbeck from incurring obligations that do not constitute indebtedness.

Each of the First Lien Credit Agreement and the Second Lien Credit Agreement contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit Hornbeck’s ability to engage in acts that may be in Hornbeck’s long-term best interest. See “Hornbeck Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Agreements.” The restrictive covenants under the First Lien Credit Agreement and the Second Lien Credit Agreement include restrictions on Hornbeck’s ability to:

As a result of these restrictions, Hornbeck may be:

A breach of the covenants or restrictions under the First Lien Credit Agreement or the Second Lien Credit Agreement could result in a default or an event of default. Such a default may allow the creditors to accelerate the related debt and/or exercise other remedies and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In exacerbated or prolonged circumstances, one or more of these events could result in Hornbeck’s bankruptcy or liquidation.

This proxy statement/prospectus is being provided to Helix shareholders as part of a solicitation of proxies by the Helix Board for use at the special meeting. This proxy statement/prospectus provides Helix shareholders with important information about the special meeting and should be read carefully in its entirety.

The special meeting of Helix shareholders will be held at Helix’s corporate office at 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043, on     , 2026, at     , Central Daylight Time (Houston time).

The special meeting of Helix shareholders is being held to consider and vote on:

Completion of the mergers is conditioned on the approval by Helix shareholders of each of the required merger proposals. The approval of the optional vote matters is not a condition to the completion of the mergers.

The Helix Board has (a) determined that the merger agreement, the plan of conversion and the transactions contemplated by the merger agreement, including the Conversion, were fair to, advisable and in the best interests of, Helix and its shareholders, (b) approved and declared advisable the merger agreement, the plan of conversion and the

transactions contemplated by the merger agreement, including the Conversion, on the terms and subject to the conditions set forth in the merger agreement, (c) directed that the required merger proposals, as well as the optional vote matters, be submitted to Helix shareholders for approval and (d) resolved to recommend that the Helix shareholders vote in favor of the required merger proposals, as well as the optional vote matters. Accordingly, the Helix Board recommends that Helix shareholders vote “FOR” the share issuance proposal, “FOR” the authorized share increase proposal, “FOR” the second merger proposal, “FOR” the plan of conversion proposal, “FOR” the Jones Act provisions proposal, “FOR” the D&O citizenship matters proposal, “FOR” the exclusive forum proposal, “FOR” the officer exculpation proposal, “FOR” the removal of supermajority approval requirement proposal, “FOR” the corporate opportunities proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal. For additional information regarding how the Helix Board recommends that Helix shareholders vote and the factors the Helix Board considered in determining to make such recommendations, see the section titled “The Mergers—Recommendation of the Helix Board and Reasons for the Mergers.”

Amy H. Nelson abstained from voting on the transaction due in large part to concerns regarding Helix’s intention to change its name in connection with closing of the transaction to “Hornbeck Offshore Services, Inc.” pursuant to the terms of the merger agreement, and the associated licensing arrangement pursuant to which an entity partially owned by Todd M. Hornbeck will provide, in exchange for an upfront fee and subject to certain conditions and termination events, a seven-year license to the combined company to use various Hornbeck trade names and trademarks. See “The Mergers—Recommendation of Helix’s Board and Reasons for the Mergers—Views of Abstaining Director.”

This proxy statement/prospectus contains important information regarding the required merger proposals and the optional vote matters, as well as the factors that Helix shareholders should consider when deciding how to cast their votes. Helix shareholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this proxy statement/prospectus, for more detailed information regarding the merger agreement, including the mergers and other transactions contemplated by the merger agreement, the required merger proposals and the optional vote matters.

On the record date, Helix directors and executive officers, as a group, beneficially owned and were entitled to vote      shares of Helix common stock, or approximately    % of the issued and outstanding shares of Helix common stock. Although none of them has entered into any agreement obligating them to do so as a director or executive officer of Helix, Helix currently expects that all of its directors and executive officers will vote their shares “FOR” the share issuance proposal, “FOR” the authorized share increase proposal, “FOR” the second merger proposal, “FOR” the plan of conversion proposal, “FOR” the Jones Act provisions proposal, “FOR” the D&O citizenship matters proposal, “FOR” the exclusive forum proposal, “FOR” the officer exculpation proposal, “FOR” the removal of supermajority approval requirement proposal, “FOR” the corporate opportunities proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal.

The Helix Board has fixed the close of business on     , 2026 as the record date for the determination of the Helix shareholders entitled to receive notice of, and to vote at, the special meeting. The Helix shareholders of record on the record date are the only Helix shareholders that are entitled to receive notice of, and to vote at, the special meeting.

At the close of business on the record date,      shares of Helix common stock were issued and outstanding, held of record by      holders. Each share of Helix common stock outstanding on the record date is entitled to one vote on each proposal and any other matter coming before the special meeting.

A list of the Helix shareholders of record who are entitled to vote at the special meeting will be available at the special meeting for examination by any shareholder present at such meeting.

No business may be transacted at the special meeting unless a quorum is present. Holders of shares of Helix common stock entitled to exercise a majority of the voting power of Helix entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business to be considered at such

meeting. Abstentions and broker non-votes will be included in determining whether a quorum is present at the special meeting. A “broker non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.

If a quorum is present at the time the special meeting is convened, Helix shareholders present at the special meeting, whether in person or represented by proxy, may continue to transact business at the special meeting until adjournment, even if a number of Helix shareholders withdraw from the special meeting such that the number of Helix shareholders remaining present thereafter constitutes less than a quorum. However, if a quorum is not present, whether in person or represented by proxy, the holders of shares of Helix common stock present at the special meeting and entitled to vote thereat will have the power to, and may be asked to, adjourn the special meeting to a future date. See “—Adjournment” below for additional information.

The special meeting may be adjourned from time to time by the affirmative vote of the holders of shares of Helix common stock representing a majority of the shares of Helix common stock, present in person or represented by proxy at the special meeting and entitled to vote thereon, regardless of whether there is a quorum, without further notice other than by an announcement made at the special meeting as to the date, time and place to which an adjournment is taken. If a quorum is not present at the special meeting, or if a quorum is present at the special meeting but there are not sufficient votes at the time of the special meeting to approve the required merger proposals, then Helix shareholders may be asked to approve the adjournment proposal to adjourn the special meeting in order to permit the further solicitation of proxies.

No notice of the reconvened meeting is required to be given if the date, time and place to which an adjournment is taken are announced at the special meeting and the reconvened meeting will be held not more than 120 days after the date of the original meeting. At any reconvened special meeting at which a quorum is present, (i) any business may be transacted that may have been transacted at the special meeting had a quorum been present and (ii) all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting. See “—Proxies and Revocation” below for additional information.

The votes required to approve the proposals at the special meeting are as follows:

If you were a record holder of Helix common stock at the close of business on the record date for the special meeting, a proxy card is enclosed for your use. Helix requests that you vote your shares as promptly as possible by (i) accessing the internet site listed on the Helix proxy card, (ii) calling the toll-free number listed on the Helix proxy card or (iii) submitting your Helix proxy card by mail by using the provided self-addressed, stamped envelope. Information and applicable deadlines for voting through the internet or by telephone are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of Helix common stock represented by it will be voted at the special meeting in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

If a proxy is returned without an indication as to how the shares of Helix common stock represented are to be voted with regard to a particular proposal, the Helix common stock represented by the proxy will be voted in accordance with the recommendation of the Helix Board and, therefore, “FOR” each of the required merger proposals and the optional vote matters, including specifically “FOR” the share issuance proposal, “FOR” the authorized share increase proposal, “FOR” the second merger proposal, “FOR” the plan of conversion proposal, “FOR” the Jones Act provisions proposal, “FOR” the D&O citizenship matters proposal, “FOR” the exclusive forum proposal, “FOR” the officer exculpation proposal, “FOR” the removal of supermajority approval requirement proposal, “FOR” the corporate opportunities proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal.

The business to be conducted at the special meeting is generally limited to the matters set forth in the Notice of Special Meeting of Shareholders. At the date hereof, the Helix Board has no knowledge of any business that will be presented for consideration at the special meeting that would be required to be set forth in this proxy statement/prospectus or the related proxy card other than the matters set forth in Helix’s notice of special meeting of shareholders. If any other matter is properly presented at the special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Your vote is important. Accordingly, if you were a record holder of Helix common stock on the record date for the special meeting, please sign and return the enclosed proxy card or vote via the internet or telephone regardless of whether you plan to attend the special meeting in person. Proxies submitted through the specified internet website or by phone must be received by 10:59 p.m., Central Daylight Time (Houston time), on     , 2026 to ensure that the proxies are voted.

If you hold shares of Helix common stock through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Helix or by voting in person at the special meeting unless you have a “legal proxy,” which you must obtain from your broker, bank or other nominee. Furthermore, brokers, banks or other nominees who hold shares of Helix common stock on behalf of their customers may not give a proxy to Helix to vote those shares without specific instructions from their customers.

If you are a Helix shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the proposals.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. If you are a registered Helix shareholder, please be prepared to provide proper identification, such as a driver’s license, at the special meeting. If your shares are held in “street name,” you must bring to the special meeting a proxy executed in your favor from the record holder (your broker, bank or other nominee) of the shares authorizing you to vote at the special meeting.

Helix shareholders of record may revoke their proxies at any time before their shares of Helix common stock are voted at the special meeting in any of the following ways:

If your shares are held in “street name” through a broker, bank or other nominee and deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instructions if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.

Helix and Hornbeck will share equally in the costs incurred by Helix for the printing, filing and mailing of this proxy statement/prospectus in connection with the special meeting. However, Helix will pay for the proxy solicitation costs otherwise related to the special meeting. In addition to sending and making available these materials, some of Helix’s directors, officers and other employees may solicit proxies by contacting Helix shareholders by telephone, by mail, by e-mail or online. Helix shareholders may also be solicited by, among others, news releases issued by Helix and/or Hornbeck, postings on Helix’s or Hornbeck’s websites and social media accounts and advertisements in periodicals. None of Helix’s directors, officers or employees will receive any extra compensation for their solicitation services. Helix has also retained Okapi Partners LLC as its proxy solicitor to assist in the solicitation of proxies. For these proxy solicitation services, Okapi Partners LLC will receive an estimated fee of approximately $50,000, plus reasonable out-of-pocket expenses and fees for any additional services. Helix will also reimburse banks, brokers, and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of shares of Helix common stock and obtaining their proxies.

At this time, Helix knows of no other matters to be submitted at the special meeting.

Helix shareholders may contact Helix’s proxy solicitor with any questions about the required merger proposals, the optional vote matters or how to vote or to request additional copies of any materials at:

This proxy statement/prospectus is being furnished to you as a shareholder of Helix as part of the solicitation of proxies by the Helix Board for use at the special meeting to consider and vote upon a proposal to approve the issuance of Converted Helix Common Stock pursuant to the terms of the merger agreement, which is attached as Annex A to this proxy statement/prospectus.

Under the NYSE rules, a company listed on the NYSE is required to obtain shareholder approval prior to the issuance of common stock if (i) the number of shares of common stock to be issued in such transaction is equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock under Section 312.03(c) of the NYSE’s Listed Company Manual or (ii) such issuance constitutes a change of control under Section 312.03(d) of the NYSE’s Listed Company Manual. If the mergers are completed, it is currently estimated that the combined company will issue, or will become obligated to issue upon exercise of certain securities of Hornbeck to be assumed by the combined company in connection with the mergers, an aggregate of approximately 188.7 million shares of Converted Helix Common Stock as a result of the mergers, including 184.9 million shares of Converted Helix Common Stock issuable to Hornbeck securityholders and 3.8 million shares of Converted Helix Common Stock issuable upon settlement of Helix’s outstanding unvested restricted stock unit awards and performance share unit awards (assuming achievement of maximum performance for Helix performance share unit awards), which will exceed 20% of the shares of Helix common stock outstanding before such issuance, and such issuance may also constitute a change of control under Section 312.03(d) of the NYSE’s Listed Company Manual, and for these reasons Helix must obtain the approval of Helix shareholders for such issuance.

Upon completion of the mergers, and subject to the terms and conditions of the merger agreement, each share of Hornbeck common stock issued and outstanding immediately prior to the effective time (excluding excluded shares and dissenting shares) will be converted into the right to receive 10.27167 shares of Converted Helix Common Stock, as described in the section titled “The Merger Agreement—Merger Consideration.” In addition, in connection with the mergers, at the effective time, (i) each Creditor Warrant that is outstanding as of immediately prior to the effective time will be converted into the right to receive, in accordance with the merger agreement, a number of shares of Converted Helix Common Stock (or, in accordance with the applicable Jones Act restrictions in the certificate of incorporation of the combined company, new Jones Act Warrants to acquire such Converted Helix Common Stock), (ii) each Hornbeck performance restricted stock unit award and restricted stock unit award that is outstanding as of immediately prior to the effective time will be canceled and the holder thereof will become entitled to receive, in accordance with the merger agreement, a number of shares of Converted Helix Common Stock, (iii) each Helix restricted stock award that is outstanding immediately prior to the effective time will be in respect of Converted Helix Common Stock and be fully vested, (iv) each Helix performance share unit award and Helix restricted stock unit award that is outstanding as of immediately prior to the effective time will be canceled and the holder thereof will become entitled to receive, in accordance with the merger agreement, a number of shares of Converted Helix Common Stock (or a cash payment, as the Helix Board may instead determine prior to the effective time, in its discretion but after consultation with the Hornbeck Board, to settle such awards in cash), (v) each Hornbeck stock option that is outstanding as of immediately prior to the effective time will be fully vested, assumed by the combined company and converted into, in accordance with the merger agreement, a number of options in respect of Converted Helix Common Stock and (vi) each Jones Act Warrant that is outstanding as of immediately prior to the effective time will be assumed by the combined company and, subject to the applicable Jones Act restrictions in the certificate of incorporation of the combined company, will be exercisable into a number of shares of Converted Helix Common Stock, in each case as described in the section titled “The Merger Agreement—Treatment of Equity Awards and Warrants.” The actual number of shares of Converted Helix Common Stock to be issued pursuant to the merger agreement will be determined at the completion of the mergers based on the number of Helix equity awards outstanding immediately prior to such time, calculated on a fully diluted basis, and the number of shares of Hornbeck common stock, warrants and equity awards issued and outstanding immediately prior to such time, calculated on a fully diluted basis.

In the event the share issuance proposal is approved by the Helix shareholders, but Helix shareholders do not approve each of the other required merger proposals, one or more of the other conditions to consummation of the mergers are not satisfied or waived or the merger agreement is terminated (without the mergers being completed) prior to the consummation of the transactions contemplated thereby, Helix will not issue any shares of Converted Helix Common Stock as a result of the approval of the share issuance proposal.

Pursuant to the merger agreement, approval of this proposal by Helix shareholders is a condition to the consummation of the mergers. Accordingly, if this proposal is not approved, the mergers will not be consummated.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposal.

Helix shareholders are being asked at the special meeting to consider and vote upon a proposal to approve an increase in the authorized Helix common stock and Helix preferred stock as set forth in Article V of the certificate of incorporation of the combined company. If adopted by the Helix shareholders, the increased authorized Helix common stock and Helix preferred stock would become effective upon filing of the certificate of incorporation of the combined company with the Secretary of State of the State of Delaware.

Helix’s existing Articles of Incorporation authorizes Helix to issue 240,000,000 shares of common stock, without par value, and 5,000,000 shares of preferred stock with $0.01 par value. The certificate of incorporation of the combined company authorizes the issuance up to 410,000,000 shares of capital stock, consisting of up to 400,000,000 shares of common stock, par value $0.00001 per share, and up to 10,000,000 shares of preferred stock, par value $0.00001 per share.

As of June 3, 2026, Helix had 240,000,000 authorized shares of Helix common stock, with approximately 147.4 million shares of Helix common stock (including approximately 127,000 shares of Helix common stock subject to restricted stock awards) outstanding, approximately 3.8 million shares of Helix common stock subject to outstanding unvested restricted stock unit awards and performance share unit awards (assuming maximum performance), and approximately 5.4 million shares of Helix common stock remain available for grant under Helix’s equity incentive plans. As of June 3, 2026, Helix had 5,000,000 authorized shares of Helix preferred stock, with approximately no shares of Helix preferred stock outstanding. In addition, if the mergers are completed, it is currently estimated that the combined company will issue, or will become obligated to issue upon exercise of certain securities of Hornbeck to be assumed by the combined company in connection with the mergers, an aggregate of approximately 188.7 million shares of Converted Helix Common Stock as a result of the mergers, including 184.9 million shares of Converted Helix Common Stock issuable to Hornbeck securityholders and 3.8 million shares of Converted Helix Common Stock issuable upon settlement of Helix’s outstanding unvested restricted stock unit awards and performance share unit awards (assuming achievement of maximum performance for Helix performance share unit awards).

Approval of the authorized share increase proposal is a condition to the completion of the mergers. The additional authorized shares of Helix common stock and Helix preferred stock contemplated by the authorized share increase proposal are necessary to effect the issuance of shares of Converted Helix Common Stock pursuant to the terms of the merger agreement. The Helix Board believes that the increased number of authorized shares of capital stock contemplated by the authorized share increase proposal also is important to the combined company in order for additional shares to be available for issuance from time to time, without further action or authorization by the combined company stockholders (except as required by applicable law or NYSE rules), for such corporate purposes as may be determined by the combined company board, including, but not limited to, financings, potential strategic transactions, including mergers, acquisitions and business combinations, grants under equity compensation plans, stock dividends, and stock splits, as well as other general corporate purposes. The additional authorized common stock and preferred stock would be a part of the existing classes of Helix common stock and Helix preferred stock and, if issued, would have the same rights and privileges as the shares of Helix common stock and preferred stock presently issued and outstanding (in each case after giving effect to the Conversion and the effectiveness of the certificate of incorporation of the combined company). For more information on the rights and privileges of the shares of Helix capital stock before and after the Conversion, see the sections titled “Plan of Conversion Proposal” and “Comparison of Stockholders’ Rights.”

Other than payment of the merger consideration, the issuance of shares upon exercise of the assumed warrants and options, the issuances of shares upon vesting and cancelation of Helix and Hornbeck equity awards, the issuance of shares available for grant under Helix’s equity incentive plans, Helix has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of Converted Helix Common Stock that will result from Helix’s adoption of the proposal. While adoption of the proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of Helix’s existing shareholders, the issuance of shares of Converted Helix Common Stock to Hornbeck stockholders pursuant to the terms of the merger agreement will, among other things, dilute the earnings per share of Converted Helix Common Stock and the equity and voting rights of those holding Converted Helix Common Stock at the time such shares are issued. For additional information, see the section titled “The Share Issuance Proposal.” Further, any future issuance of additional authorized shares of Converted Helix Common Stock may, among other things, dilute the earnings per share of the Converted Helix Common Stock and the equity and voting rights of those holding Converted Helix Common Stock at the time the additional shares are issued.

In addition to the corporate purposes mentioned above, an increase in the number of authorized shares of Helix common stock may make it more difficult to, or discourage an attempt to, obtain control of Helix by means of a takeover

bid that the Helix Board determines is not in the best interest of Helix and its shareholders. However, the Helix Board does not intend or view the proposed increase in the number of authorized shares of Helix common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of Helix.

In the event the authorized share increase proposal is approved by the Helix shareholders, but Helix shareholders do not approve each of the other required merger proposals, one or more of the other conditions to consummation of the mergers are not satisfied or waived or the merger agreement is terminated (without the mergers being completed) prior to the consummation of the transactions contemplated thereby, Helix will not file the certificate of incorporation of the combined company with the Secretary of State of the State of Delaware as a result of the approval of the authorized share increase proposal and the existing Articles of Incorporation of Helix will not reflect the authorized share increase.

Pursuant to the merger agreement, approval of this proposal by Helix shareholders is a condition to the consummation of the mergers. Accordingly, if this proposal is not approved, the mergers will not be consummated.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposal.

Helix shareholders are also being asked to vote on a separate proposal to approve the second merger.

Pursuant to the merger agreement, (i) Parent Sub will merge with and into Hornbeck, with Hornbeck continuing as the surviving entity (the “Surviving Corporation”) (the “first merger”) and (ii) immediately following the first merger, the Surviving Corporation will merge with and into LLC Sub (the “second merger”), with LLC Sub continuing as the surviving entity.

In the event the second merger proposal is approved by the Helix shareholders but Helix shareholders do not approve each of the other required merger proposals, one or more of the other conditions to consummation of the mergers are not satisfied or waived or the merger agreement is terminated (without the mergers being completed) prior to the consummation of the transactions contemplated thereby, the second merger will not be effected.

For a summary and more detailed information regarding this proposal, see the information about the mergers and the merger agreement throughout this proxy statement/prospectus, including the information set forth in sections titled “The Mergers” and “The Merger Agreement” of this proxy statement/prospectus. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus.

Pursuant to the merger agreement, approval of this proposal by Helix shareholders is a condition to the consummation of the mergers. Accordingly, if this proposal is not approved, the mergers will not be consummated.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposal.

The Helix Board has approved and recommends that the Helix shareholders approve a proposal to change Helix’s state of incorporation from Minnesota to Delaware (the “Conversion”). If Helix shareholders approve the proposal and the other required merger proposals, we intend to effect the Conversion immediately prior to the effective time of first merger (assuming all other conditions to the consummation of the mergers have been satisfied or waived) by converting to a Delaware corporation as provided by Minnesota law and Delaware law. In this proxy statement/prospectus, we sometimes refer to Helix as a Minnesota corporation before the Conversion as “Helix Minnesota,” refer to Helix as a Delaware corporation after the Conversion as “Helix Delaware” and refer to Helix Delaware after the mergers as the “combined company.” The Helix Board has approved a plan of conversion attached as Annex C to this proxy statement/prospectus (the “Plan of Conversion”) to effect the Conversion.

Assuming the Helix shareholders approve this proposal and the other required merger proposals, and the Conversion is effected, the principal effects will be that:

Notwithstanding the belief of the Helix Board as to the benefits to our shareholders of the Conversion, there can be no assurance that the Conversion will result in the benefits discussed in this proxy statement/prospectus, including the benefits of or resulting from incorporation under Delaware, the ability to attract and retain qualified directors and officers or certain changes in our corporate governance. The Conversion would cause Helix to be governed by Delaware law rather than Minnesota law. Although the rights of shareholders may be similar under the MBCA and the DGCL, the substantive rights of the shareholders of Helix will be altered by the change in governing law.

Pursuant to the merger agreement, the obligations of Helix and Hornbeck to consummate the mergers are subject to, among other things, the approval of the required merger proposals, including the approval of this plan of conversion proposal. The mergers would be completed under Delaware law upon the completion of the Conversion.

The Helix Board believes that the Conversion is in the best interests of Helix and will help maximize shareholder value by allowing us to be able to draw upon Delaware’s well-established principles of corporate governance in making business and legal decisions. The prominence and predictability of Delaware corporate law provides a reliable foundation on which our governance decisions can be based. We believe that shareholders and Helix will benefit from the responsiveness of Delaware corporate law. Below is a summary of the principal factors the Helix Board considered in electing to pursue the Conversion.

Delaware has comprehensive and flexible corporate laws that are revised regularly by the Delaware legislature to meet changing business circumstances. The Delaware legislature is sensitive to issues of corporate law and responsive to developments in modern corporate law. Delaware’s specialized Chancery Court deals almost exclusively with corporate law and has streamlined procedures and processes to provide relatively quick decisions. In addition, the Delaware Supreme Court, the only Delaware appeals court, is highly regarded. These courts have considerable expertise in dealing with corporate issues and have developed a substantial and influential body of corporate case law. In contrast, Minnesota does not have a similarly robust body of corporate case law and lacks a similar specialized court established to hear only corporate law cases.

Nearly two-thirds of the Fortune 500 companies are incorporated in Delaware, resulting in Delaware law and administrative practices being well-known and widely understood. Thus, it is anticipated that our legal affairs and corporate governance will be more efficient, predictable and flexible under Delaware law than they currently are under Minnesota law. In addition, Delaware provides a well-developed body of law defining the fiduciary duties and decision-making processes expected of boards of directors in a variety of contexts, including in evaluating potential and proposed corporate takeover offers and business combinations. The Helix Board believes that Delaware law will help it protect our strategic objectives, consider fully any proposed takeover and alternatives, and, if appropriate, negotiate terms that maximize the benefits to all of our shareholders.

The Helix Board believes that the Conversion will enhance our ability to attract and retain qualified directors and officers, and encourage directors and officers to continue to make independent decisions in good faith on behalf of Helix. We are in a competitive industry and compete for talented individuals to serve on our management team and on the Helix Board. Delaware law is more familiar than Minnesota law to potential director candidates, and offers directors and officers greater certainty and stability. Director and officer liability is more extensively addressed in Delaware court decisions and is therefore better defined and better understood than under Minnesota law. We believe that the better understood and comparatively stable corporate environment afforded by Delaware law will enable us to compete more effectively in the recruitment and retention of talented and experienced directors and officers.

If this proposal and the other required merger proposals are approved, the Conversion will effect a change in the legal domicile of Helix and other changes of a legal nature, the most significant of which are described in the section titled “Comparison of Stockholders’ Rights” elsewhere in this proxy statement/prospectus.

The conversion will not result in any change in the business, physical location, management, assets, liabilities or net worth of Helix, nor will it result in any change in location of our headquarters or current employees, including management. The Conversion will not affect our daily business operations, our organizational structure or our consolidated financial condition and results of operations. In addition, the Conversion will not alter the composition of management or the Helix Board. However, the consummation of the mergers will affect these and many other aspects of our business, as discussed throughout this proxy statement/prospectus, and we will only effect the Conversion if the other required merger proposals are approved by our shareholders, all other conditions to consummation of the mergers have been satisfied or waived and the mergers are to be consummated immediately thereafter. After the Conversion, our principal executive offices will remain located at 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043. Following the mergers, we will also maintain principal executive offices and headquarters located at 103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433.

The Conversion will be effected pursuant to the Plan of Conversion to be adopted by Helix Minnesota. The Plan of Conversion provides that Helix will convert into a Delaware corporation and become subject to Delaware law. By virtue of the Conversion, all of the rights, privileges and powers of Helix Minnesota, all property owned by Helix Minnesota, all debts due to Helix Minnesota and all causes of action belonging to Helix Minnesota immediately prior to the Conversion will remain vested in Helix Delaware following the Conversion. In addition, by virtue of the Conversion, all debts, liabilities and duties of Helix Minnesota immediately prior to the Conversion will remain attached to Helix Delaware following the Conversion. Each director and officer of Helix Minnesota will continue to hold his or her respective office with Helix Delaware until the first merger is consummated.

If this proposal and the other required merger proposals are approved by our shareholders, the Conversion would become effective upon the filing and effectiveness of the Minnesota Articles of Conversion, a certificate of conversion (the “Delaware Certificate of Conversion”) and the Delaware Certificate of Incorporation. If this and the other required merger proposals are approved, it is anticipated that the Helix Board will cause the Conversion to be effected immediately prior to the consummation of the first merger (assuming all other conditions to the consummation of the mergers have been satisfied or waived) (the “Conversion Effective Time”). However, the Conversion will only be effected if the other required merger proposals are approved by our shareholders, all other conditions to consummation of the mergers have been satisfied or waived and the mergers are to be consummated immediately thereafter.

At the Conversion effective time, each outstanding share of common stock of Helix Minnesota will automatically convert into one share of common stock of Helix Delaware and each outstanding option or other right to purchase shares of Helix Minnesota common stock will constitute an option or other right to purchase an equal number of shares of Helix Delaware common stock. Helix shareholders and holders of Company stock options will not be required to exchange their Helix Minnesota stock certificates or stock options, respectively, and should not destroy any stock certificate or stock option or submit any stock certificate or stock option to Helix unless they are requested to do so by Helix. Any Helix Minnesota stock certificates submitted to Helix for transfer after the Conversion Effective Time, whether pursuant to a sale or otherwise, will be exchanged automatically for Helix Delaware stock certificates.

Our shareholders will not be entitled to dissenters’ rights or appraisal rights as a result of the Conversion.

If this proposal and the other required merger proposals are approved by our shareholders and the Conversion becomes effective, at the Conversion Effective Time, Helix Minnesota will convert into Helix Delaware, and the rights of stockholders of Helix Delaware will generally be governed by Delaware law, the Delaware Certificate of Incorporation and the Delaware Bylaws. The following is a description of the capital stock of Helix Delaware at the Conversion Effective Time. This description is not intended to be complete and is qualified in its entirety by reference to the full texts of the Delaware Certificate of Incorporation and Delaware Bylaws, copies of which are attached to this proxy statement/prospectus as Annex D and Annex E, respectively, and to the Plan of Conversion, which is attached to this proxy statement/prospectus as Annex C, and relevant provisions of Delaware law.

At the Conversion Effective Time, assuming the authorized share increase proposal is approved, the total number of shares of all classes of capital stock that Helix has authority to issue will increase to 410,000,000 shares of capital stock, consisting of up to 400,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, and the par value of all classes of Helix capital stock will be changed to $0.00001 per share. The approval of the authorized share increase proposal is a condition to the consummation of the mergers, and the Conversion will not be effected if such proposal, and the other required merger proposals, are not approved.

All issued and outstanding shares of common stock at the Conversion Effective Time will remain outstanding.

At the Conversion Effective Time, the holders of shares of Helix Delaware common stock will continue to be entitled to one vote per share on all matters to be voted on by stockholders. Notwithstanding the foregoing, to the fullest extent permitted by law, holders of common stock will have no voting power with respect to, and will not be entitled to

vote on, any amendment to the Delaware Certificate of Incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled to vote thereon pursuant to the Delaware Certificate of Incorporation or Delaware law. Except as otherwise provided in the Delaware Certificate of Incorporation or required by applicable law, the holders of common stock will vote together as a single class on all matters submitted to a vote of the stockholders generally. The holders of shares of common stock will not have cumulative voting rights.

Except with respect to the election of directors or as otherwise required by law, all questions submitted to a vote of Helix Delaware stockholders at which a quorum is present will be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter; provided that the removal of directors requires the affirmative vote of stockholders representing at least 68% of the voting power of all then-outstanding shares of stock of Helix Delaware entitled to vote thereon, voting as a single class, and amendments to certain provisions of the Delaware Certificate of Incorporation, including provisions relating to the classification of the Helix Board, require the affirmative vote of at least 66 2/3% of the voting power of all then-outstanding shares entitled to vote, voting together as a single class. Directors will be elected by a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote on the election of directors, provided that directors are elected by a plurality of the votes cast by shares present and entitled to vote on the election of directors in the case of a contested election.

In addition, any holder of common stock may, at its election and with written notice to Helix Delaware, exchange any shares of common stock for Jones Act Warrants exercisable for the same number of shares of common stock, except to the extent such exchange would result in non-U.S. citizens beneficially owning, in the aggregate, more than the permitted percentage of each class or series of the capital stock of Helix Delaware.

At the Conversion Effective Time, the holders of Helix Delaware common stock will be entitled to receive dividends when, as and if declared by the Helix Board, subject to applicable law and the rights of holders of any outstanding series of preferred stock or any class or series of stock having a preference over or the right to participate with the common stock with respect to the payment of dividends and other distributions.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Helix Delaware, after payment or provision for payment of Helix Delaware’s debts and other liabilities and subject to the rights of the holders of shares of any series of preferred stock or any class or series of stock having a preference over the common stock as to distributions upon dissolution, liquidation or winding up, the holders of the shares of Helix Delaware common stock will be entitled to receive the remaining assets of Helix available for distribution ratably in proportion to the number of shares held by each such stockholder.

The Minnesota Articles of Incorporation and Minnesota Bylaws have, and the Delaware Certificate of Incorporation and Delaware Bylaws will contain, provisions that could have the effect of delaying or deferring a change in control of Helix, including provisions that:

At the Conversion Effective Time, Section 203 of the DGCL will not apply to Helix Delaware and its stockholders. However, assuming the corporate opportunities proposal is approved, the Delaware Certificate of Incorporation will contain provisions similar to Section 203 of the DGCL. See “The Corporate Opportunities Proposal” elsewhere in this proxy statement/prospectus.

After the Conversion Effective Time, the Helix common stock will continue to be listed on the NYSE and trade under the symbol “HLX.” After the consummation of the first merger, Helix Delaware’s common stock will be listed on the NYSE and trade under the symbol “HOS.”

At the Conversion Effective Time, the Delaware Certificate of Incorporation will continue to authorize the Helix Delaware Board to create and provide for the issuance of up to 10,000,000 shares of preferred stock without the approval of our stockholders. The Helix Delaware Board will be authorized from time to time to provide for the issuance of shares of preferred stock in one or more series, setting forth the designation of each such series, and fixing the relative rights and preferences of each such series, including, without limitation, dividend rights, redemption rights, conversion privileges and liquidation rights.

Helix Minnesota is currently authorized to issue up 5,000,000 shares of preferred stock under the Minnesota Articles of Incorporation. As of the date hereof, Helix has neither designated nor issued any shares of preferred stock.

The transfer agent and registrar for a particular series of preferred stock will be in connection with the initial issuance thereof.

In connection with the mergers, Helix Delaware will assume all of the outstanding Hornbeck Jones Act Warrants. The Jones Act Warrants have a perpetual term and are exercisable until the date on which no Jones Act Warrants remain outstanding. Following the mergers, each Jones Act Warrant will represent the right to purchase one share of Helix Delaware common stock, par value $0.00001 per share, for an exercise price of $0.00001 per share, subject to the terms and conditions of the Jones Act Warrant Agreement pursuant to which such warrants are issued, including the limitations on foreign ownership as set forth in Delaware Certificate of Incorporation that are intended to assist Helix Delaware in complying with the Jones Act.

Computershare Inc., a Delaware corporation, together with its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, is the warrant agent for the Jones Act Warrants.

Pursuant to Amendment No. 2 to the Creditor Warrant Agreement, in connection with the mergers, the outstanding Hornbeck Creditor Warrants will be settled in Helix Delaware common stock in connection with the merger; provided, however, that Helix Delaware will assume the outstanding Hornbeck Creditor Warrants in connection with the mergers if (a) the exercise price of the Creditor Warrants (after adjusting for the exchange ratio) equals or exceeds the average closing price per share of Converted Helix Common Stock over the ten trading days immediately preceding the second business day prior to the closing date of the mergers or (b) the merger agreement is modified, amended or restated in a manner adverse to certain holders of Creditor Warrants prior to the consummation of the mergers.

The Creditor Warrants have seven-year terms and are exercisable through September 4, 2027. If assumed by Helix Delaware in connection with the mergers, each Creditor Warrant will represent the right to purchase one share of Helix Delaware common stock, par value $0.00001 per share, at an exercise price of approximately $2.71 per share (based on the current exercise price of the Hornbeck Creditor Warrants, after adjusting for the exchange ratio), subject to certain adjustments as provided in the Creditor Warrant Agreement pursuant to which such warrants were issued. All unexercised Creditor Warrants will expire, and the rights of the holders of Creditor Warrants to purchase shares of common stock will terminate on the first to occur of (i) the close of business on September 4, 2027, or (ii) upon their earlier exercise or settlement in accordance with the terms of the Creditor Warrant Agreement.

Computershare Inc., a Delaware corporation, together with its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, is the warrant agent for the Creditor Warrants.

The provisions of the Delaware Certificate of Incorporation and the Delaware Bylaws will be similar in substance to those of Helix’s existing Minnesota Articles of Incorporation and Minnesota Bylaws in many respects. The differences include but are not limited to:

For a discussion of all the legal changes that will result from the Conversion, see “Comparison of Stockholders’ Rights,” as well as the full texts of the Delaware Certificate of Incorporation and Delaware Bylaws, copies of which are attached to this proxy statement/prospectus as Annex D and Annex E, respectively, and to the Plan of Conversion, which is attached to this proxy statement/prospectus as Annex C to this proxy statement/prospectus.

Upon effectiveness of the Conversion, all of Helix Minnesota’s employee benefit plans will be continued by Helix Delaware, and each equity-based award issued and outstanding pursuant to such plans will automatically convert into an equity-based award with respect to the same number of shares of Helix Delaware, upon the same terms and subject to the same conditions as set forth in the applicable plan under which the award was granted and in the agreement reflecting the award. Approval of the Conversion would constitute approval of the assumption of these plans by Helix Delaware. Assuming the Conversion is approved, Helix Delaware will continue Helix Minnesota’s other employee benefit arrangements upon the terms and subject to the conditions currently in effect.

The conversion will result in certain changes to the rights of Helix’s shareholders because of differences between Minnesota law and Delaware law and differences between Helix’s governing documents before and after the Conversion. The most significant provisions of Minnesota law and Delaware law are summarized in the section titled “Comparison of Stockholders’ Rights,” along with the differences between the rights of Helix’s shareholders immediately before and immediately after the Conversion.

The following discussion summarizes the material U.S. federal income tax consequences of the Conversion to holders of our common stock. This summary is not a comprehensive description of all of the U.S. federal income tax consequences of the Conversion that may be relevant to holders, including holders that are subject to special tax rules. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and non-income tax consequences to you of the Conversion, as well as any tax consequences arising under the laws of any state, local, foreign or other tax jurisdiction.

The conversion provided for in the Plan of Conversion is intended to be treated as a “reorganization” under Section 368(a) of the U.S. Internal Revenue Code. Assuming the Conversion qualifies as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code, and subject to the qualifications and assumptions described in this proxy statement/prospectus: (a) holders of Helix Minnesota common stock will not recognize any gain or loss as a result of the consummation of the Conversion, (b) the aggregate tax basis of shares of Helix Delaware common stock held by a holder immediately following consummation of the Conversion will be equal to the aggregate tax basis of the shares of Helix Minnesota common stock held by a holder immediately before consummation of the Conversion, and (c) the holding period for the shares of Helix Delaware common stock held by a holder following the Conversion will include the holding period of Helix Minnesota common stock converted therefor. The Conversion is not intended to be deemed (a) a change of control or similar transaction or (b) a reorganization for any other purpose other than under Section 368(a) of the U.S. Internal Revenue Code.

We expect that the Conversion, and the establishment of a par value for the Converted Helix Common Stock, will not have a material impact on Helix from an accounting perspective because there is no change in the entity as a result of the Conversion. However, because Hornbeck will be the accounting acquiror in the mergers, the historical financial statements of Hornbeck will become the historical financial statements of Helix Delaware reported to the SEC in Helix Delaware’s periodic reports filed with the SEC for all periods ending after the consummation of the mergers.

A vote in favor of this proposal is a vote in favor of the Conversion and the Plan of Conversion, which will authorize us to file the Minnesota Articles of Conversion, the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation, and adopt the Delaware Bylaws. If this proposal is approved by the Helix shareholders, it will be implemented only if the other required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the mergers are to be completed immediately after the Conversion.

Pursuant to the merger agreement, approval of this proposal by Helix shareholders is a condition to the consummation of the mergers. If we fail to obtain the requisite vote of shareholders for approval of this proposal, the Conversion will not occur, the mergers will not be consummated and Helix will continue to be incorporated in Minnesota and governed by Minnesota Law, the Minnesota Articles of Incorporation and the Minnesota Bylaws.

This proposal requires an affirmative vote of the holders of a majority of our outstanding common stock.

In conjunction with its review and approval of the plan of conversion proposal, the Helix Board has approved and recommends that the Helix shareholders approve a proposal to include in the Delaware Certificate of Incorporation provisions that will provide, among other things, (i) that all non-U.S. citizens (as defined under the Jones Act) in the aggregate may not own more than 21% of Helix Delaware issued and outstanding common stock (or any other class or series of capital stock), with certain limited grandfathered circumstances allowing up to 24% of the outstanding shares of Converted Helix Common Stock to be owned by non-U.S. citizens on and after the effective date of the Delaware Certificate of Incorporation, (ii) that any individual non-U.S. citizen may not own more than 4.9% of Helix Delaware issued and outstanding common stock (or any other class or series of capital stock), and (iii) for possible required divestiture by non-U.S. citizen stockholders in excess of such limits (the “Jones Act Provisions”).

The description of the Jones Act Provisions is not intended to be complete and is qualified in its entirety by reference to the full text of the Jones Act Provisions which is included as Article XV in the Delaware Certificate of Incorporation, a copy of which is attached as Exhibit A to the Plan of Conversion, which is attached to this proxy statement/prospectus as Annex C.

Following the completion of the mergers, substantial portions of the combined company’s operations will be conducted in the U.S. coastwise trade, and thus, will be subject to the provisions of the Jones Act. The Jones Act requires, among other things, that at least 75% of the company’s interest and voting power must be owned and controlled at all times by “U.S. citizens” (as defined under the Jones Act) in order for the combined company to own and operate vessels in the U.S. coastwise trade.

A “U.S. citizen” for purposes of the Jones Act includes the following:

The combined company will be responsible for monitoring the ownership of its equity securities and subsidiaries to ensure compliance with the citizenship requirements of the Jones Act. If the combined company does not comply with such requirements, it would be prohibited from operating its U.S.-flagged vessels in the U.S. coastwise trade and may incur severe penalties, such as fines and/or forfeiture of such vessels and/or permanent loss of U.S. coastwise trading privileges for such vessels. Such loss could have a material adverse effect on our results of operations. While we take, and will continue to take, steps to prevent foreign ownership from exceeding 25%, we do not control trading in our

stock and cannot control non-compliance by a foreign purchaser of our stock resulting in our exceeding the foreign citizenship ownership limitations except for the safeguards contained in the Jones Act Provisions described below.

Because of the risk associated with the non-compliance with the Jones Act, the Jones Act Provisions are intended to provide certain safeguards to assist the combined company with maintaining its status as a U.S. citizen in compliance with the Jones Act. These Jones Act Provisions provide that any transfer (including Helix Delaware’s original issuance) is void ab initio and ineffective to the extent that such transfer would result in ownership by (a) all non-U.S. citizens in the aggregate exceeding 21% of Helix Delaware issued and outstanding common stock (or any other class or series of capital stock), with certain limited grandfathered circumstances allowing up to 24% of the outstanding shares of Converted Helix Common Stock to be owned by non-U.S. citizens on and after the effective date of the Delaware Certificate of Incorporation, and (b) any individual non-U.S. citizen exceeding 4.9% of Helix Delaware issued and outstanding common stock (or any other class or series of capital stock). The Jones Act Provisions will authorize the Helix Board to establish with respect to any class or series of capital stock of Helix Delaware certain rules, policies and procedures, including procedures with respect to transfer of shares. These actions may include redeeming any share of Converted Helix Common Stock that caused the ownership by non-U.S. citizens to exceed the applicable permitted limit. In the event the Helix Board authorizes such a redemption, Helix Delaware would instruct its transfer agent to issue one Jones Act Warrant, or in certain situations, cash or interest bearing promissory notes, in respect of shares of common stock that caused ownership by non-U.S. citizens to exceed the applicable permitted limit, and such holder(s)’ interests in those shares will be terminated. Any purported issuance or transfer of shares of Converted Helix Common Stock in violation of these ownership provisions will be ineffective to issue or transfer the common stock or any voting, dividend or other rights associated with them.

Although the combined company’s Jones Act trading privileges will be conditioned upon foreign ownership of its common stock never exceeding 25%, the Jones Act Provisions provide that all non-U.S. citizens in the aggregate may not own more than 21% of the outstanding shares of Converted Helix Common Stock, with certain limited grandfathered circumstances allowing up to 24% of the outstanding shares of Converted Helix Common Stock to be owned by non-U.S. citizens on and after the effective date of Delaware Certificate of Incorporation. The Helix Board believes these thresholds provide a reasonable margin for the important purpose of maintaining compliance with the Jones Act given that the company’s stock will continue to be publicly traded.

The Jones Act Provisions further provide that Helix Delaware may require beneficial owners of its common stock to confirm their citizenship from time to time through written statement or affidavit and could, in the discretion of the Helix Board, suspend the voting rights of such beneficial owner, pay into an escrow account dividends or other distributions (upon liquidation or otherwise) with respect to such shares held by such beneficial owner and restrict, prohibit or void the transfer of such shares and refuse to register such shares of common stock held by such beneficial owner until confirmation of its citizenship status is received.

The Helix Board believes implementation of the Jones Act Provisions is in the best interests of Helix and will help ensure that, following the Conversion and the mergers, the combined company will remain a U.S. citizen for Jones Act purposes eligible to own and operate vessels in the U.S. coastwise trade.

The Jones Act Provisions may adversely impact the marketability of Converted Helix Common Stock, particularly in markets outside of the United States. Further, if the Helix Board authorizes redemption of common stock that caused the ownership by non-U.S. citizens to exceed the applicable permitted limit, because a stockholder would not have control over the timing of such redemption, the stockholder may be subject to redemption at a time when the market price or timing of the redemption is disadvantageous to such stockholder. Furthermore, under certain circumstances, this ownership requirement and the related redemption provisions may have the effect of impeding or discouraging a merger, tender offer or proxy contest by a non-U.S. citizen, even if it were favorable to the interests of some or all of Helix Delaware’s stockholders.

If this proposal and the other required merger proposals are approved, following the Conversion Effective Time non-U.S. citizens would not be prohibited from owning shares of Converted Helix Common Stock, but if non-U.S. citizens in the aggregate own in excess of 21% of Helix Delaware issued and outstanding common stock (or any other class or series of capital stock), with certain limited grandfathered circumstances allowing up to 24% of the outstanding shares of Converted Helix Common Stock to be owned by non-U.S. citizens on and after the effective date of the

Delaware Certificate of Incorporation, Helix Delaware would be permitted to redeem shares it determines to be in excess of the applicable permitted limit. Additionally, similar limitations and redemption rights will apply to individual non-U.S. citizens owning in excess of 4.9% of Helix Delaware issued and outstanding common stock (or any other class or series of capital stock).

A vote in favor of this proposal is a vote in favor of the Jones Act Provisions, which will authorize us to adopt the Jones Act Provisions in the Delaware Certificate of Incorporation, assuming that the required merger proposals are approved by the Helix shareholders. If this proposal is approved by the Helix shareholders, it will be implemented only if the other required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the Conversion is to be effected immediately prior to the consummation of the mergers.

Pursuant to the merger agreement, approval of this proposal by Helix shareholders is a condition to the consummation of the mergers. If we fail to obtain the requisite vote of shareholders for approval of this proposal, the Conversion will not occur, the mergers will not be consummated and Helix will continue to be incorporated in Minnesota and governed by Minnesota Law, the Minnesota Articles of Incorporation and the Minnesota Bylaws.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposal.

In conjunction with its review and approval of the plan of conversion proposal, the Helix Board has approved and recommends that the Helix shareholders approve a proposal to include in the Delaware Certificate of Incorporation provisions that will (i) provide that all of the executive officers of the Helix Delaware must be U.S. citizens for purposes of the Jones Act, and (ii) require Helix Delaware to take all necessary action to cause in all events the Helix Board to be in compliance with the Jones Act, including requiring (A) the Chairperson of the Helix Board and the Lead Independent Director, if any, to be U.S. citizen for purposes of the Jones Act and (B) that no more than a minority of the number of directors necessary to constitute a quorum of the Helix Board (in order for Helix Delaware to continue as a U.S. citizen for Jones Act purposes) (or any committee thereof) shall be non-U.S. citizens for Jones Act purposes (the “D&O Citizenship Provision”).

The description of the D&O Citizenship Provision is not intended to be complete and is qualified in its entirety by reference to the full text of the D&O Citizenship Provision which is included as Section 6.7 in the Delaware Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex D.

For a corporation to be deemed a U.S. citizen for purposes of the Jones Act, it must be incorporated under the laws of the United States or of a U.S. state, the chief executive officer must be a U.S. citizen, the Chairperson of the Helix Board must be a U.S. citizen and no more directors may be non-U.S. citizens than a minority of the number necessary to constitute a quorum. If the combined company does not comply with such requirements and is deemed not to be a U.S. citizen for Jones Act purposes, it would be prohibited from operating U.S.-flagged vessels in the U.S. coastwise trade and may incur severe penalties, such as fines and/or forfeiture of such vessels and/or permanent loss of U.S. coastwise trading privileges for such vessels.

We believe that the D&O Citizenship Provision is in the best interests of Helix and will help ensure that, following the Conversion and the mergers, the combined company will remain a U.S. citizen for Jones Act purposes eligible to own and operate vessels in the U.S. coastwise trade.

Notwithstanding our belief as to the benefits to our shareholders of the D&O Citizenship Provision, it will have the effect of limiting the pool of candidates eligible to serve as directors or officers of Helix.

If this proposal and the other required merger proposals are approved, following the Conversion Effective Time all of our executive officers, the Chairperson of the Helix Board and a majority of our directors (and members of the committees of the Helix Board) will be required to be U.S. citizens for Jones Act purposes.

Although we could adopt the D&O Citizenship Provision in the Delaware Bylaws without obtaining separate shareholder approval for the provision, we determined to include the provision in the Delaware Certificate of Incorporation and that it would be in the best interests of Helix and our shareholders, and consistent with our commitment to strong corporate governance practices, for our shareholders to have the opportunity to consider and act upon the D&O Citizenship Provision.

A vote in favor of this proposal is a vote in favor of the D&O Citizenship Provision, which will authorize us to adopt the D&O Citizenship Provision in the Delaware Certificate of Incorporation, assuming that the required merger proposals are approved by our shareholders. If this proposal is approved by the Helix shareholders, it will be implemented only if the other required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the Conversion is to be effected immediately prior to the consummation of the mergers.

Pursuant to the merger agreement, approval of this proposal by Helix shareholders is a condition to the consummation of the mergers. If we fail to obtain the requisite vote of shareholders for approval of this proposal, the Conversion will not occur, the mergers will not be consummated and Helix will continue to be incorporated in Minnesota and governed by Minnesota Law, the Minnesota Articles of Incorporation and the Minnesota Bylaws.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposal.

In conjunction with its review and approval of the plan of conversion proposal, the Helix Board has approved and recommends that the Helix shareholders approve the adoption of an exclusive forum provision in the Delaware Certificate of Incorporation which would specify that, unless Helix Delaware consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on Helix Delaware’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of Helix Delaware’s directors, advisory directors, board observers, officers or employees to Helix Delaware or its stockholders, (iii) any action asserting a claim against Helix Delaware, its directors, advisory directors, board observers, officers or employees arising pursuant to any provision of the DGCL, the Delaware Certificate of Incorporation or the Delaware Bylaws, (iv) any action asserting a claim against Helix Delaware, its directors, advisory directors, board observers, officers or employees that is governed by the internal affairs doctrine or (v) any action asserting an “internal corporate claim,” as that term is defined in Section 115 of the DGCL, except for, as to each of clauses (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, in which case a federal district court of the United States of America located in the State of Delaware will be the exclusive forum (the “Exclusive Forum Provision”).

The description of the Exclusive Forum Provision is not intended to be complete and is qualified in its entirety by reference to the full text of the Exclusive Forum Provision which is included as Article XIV in the Delaware Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex D.

Adopting Delaware as the exclusive forum for certain litigation is intended to assist Helix Delaware in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues and should promote efficiency and cost-savings in the resolutions of such claims. Providing for such exclusive forum would promote judicial fairness and avoid conflicting results, as well as make Helix Delaware’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

We believe that the Exclusive Forum Provision is in the best interests of Helix Delaware and will help maximize stockholder value by allowing us to be able to draw upon Delaware’s well-established principles of corporate governance in making business and legal decisions. The Delaware legislature is sensitive to issues of corporate law and responsive to developments in modern corporate law. Delaware’s specialized Chancery Court deals almost exclusively with corporate law and has streamlined procedures and processes to provide relatively quick decisions. In addition, the Delaware Supreme Court, the only Delaware appeals court, is highly regarded. These courts have considerable expertise in dealing with corporate issues and have developed a substantial and influential body of corporate case law. Further, we believe that Helix Delaware and its stockholders will benefit from the responsiveness of the Delaware courts. Therefore, the prominence, predictability and proactivity of the Delaware courts provide a reliable forum where our governance decisions can be based and litigated.

Notwithstanding our belief as to the benefits to our shareholders of the Exclusive Forum Provision, there can be no assurance that the Exclusive Forum Provision will result in the benefits discussed in this proxy statement/prospectus, including the benefits of avoiding potentially duplicative and costly litigation matters or the greater expertise of the designated courts.

The Exclusive Forum Provision may impose additional costs and burdens on stockholders who wish to bring claims against Helix Delaware or its directors, officers or other employees, which may discourage stockholders from bringing such claims or limit their ability to bring a claim in a judicial forum that they find favorable.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the

Securities Act or the rules and regulations thereunder. There is uncertainty as to whether a court would enforce the Exclusive Forum Provision with respect to such claims, and in any event, Helix Delaware’s stockholders would not be deemed to have waived Helix’s compliance with federal securities laws and the rules and regulations thereunder. If a court were to find the Exclusive Forum Provision to be inapplicable or unenforceable with respect to such claims or any other action, Helix Delaware may incur additional costs associated with resolving such action in other jurisdictions or resolving lawsuits involving similar claims in multiple jurisdictions, all of which could harm its business, results of operations and financial condition.

If the required merger proposals and this proposal are approved by our shareholders, the Exclusive Forum Provision will effect a change in the legal forum for certain claims, as discussed above, and will become effective upon the Conversion Effective Time.

Although we could adopt the Exclusive Forum Provision in the Delaware Bylaws without obtaining separate shareholder approval for the provision, we determined to include the provision in the Delaware Certificate of Incorporation and that it would be in the best interests of Helix and our shareholders, and consistent with our commitment to strong corporate governance practices, for our shareholders to have the opportunity to consider and act upon the Exclusive Forum Provision.

A vote in favor of this proposal is a vote in favor of the Exclusive Forum Provision, which will authorize us to adopt the Exclusive Forum Provision in the Delaware Certificate of Incorporation, assuming that the required merger proposals are approved by our shareholders. If this proposal is approved by the Helix shareholders, it will be implemented only if the required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the Conversion is to be effected immediately prior to the consummation of the mergers.

Assuming that the required merger proposals are approved by our shareholders, if we fail to obtain the requisite vote of shareholders for approval of this proposal, the Exclusive Forum Provision will not be included in the Delaware Certificate of Incorporation.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of our outstanding shares of Helix common stock entitled to vote on such proposal.

In conjunction with its review and approval of the plan of conversion proposal, the Helix Board has approved and recommends that the Helix shareholders approve a proposal to include in the Delaware Certificate of Incorporation provisions that expand exculpation to certain officers of Helix in specific circumstances, to the extent permitted by Delaware law (the “Officer Exculpation Provision”).

The description of the Officer Exculpation Provision is not intended to be complete and is qualified in its entirety by reference to Section 102(b)(7) of the DGCL and the full text of the Officer Exculpation Provision, which is included in Article VII in the Delaware Certificate of Incorporation, a copy which is attached to this proxy statement/prospectus as Annex D.

Until recently, the DGCL limited exculpation to directors alone. However, legislation enacted in the State of Delaware in 2022 permits Delaware corporations to include a provision in their certificates of incorporation to exculpate certain officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions.

As amended, Section 102(b)(7) of the DGCL only permits exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, and accordingly would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. The Officer Exculpation Provision would not limit the liability of officers for any breach of the duty of loyalty to Helix Delaware or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, and any transaction from which the officer derived an improper personal benefit. The Officer Exculpation Provision is similar to the limitations of liability currently afforded to our directors, under Helix’s Minnesota Articles of Incorporation. The rationale for limiting the scope of our officers’ liability, as further described below, is to strike a balance between stockholders’ interest in accountability and their interest in Helix being able to attract and retain quality officers to work on its behalf.

As part of the Helix Board’s ongoing evaluation of the corporate governance structures and practices of Helix, we considered the benefits and detriments of eliminating personal liability of certain of our officers under certain circumstances. We believe that stockholders and Helix will benefit from the inclusion of the Officer Exculpation Provision and have included a summary below of the principal factors the Helix Board considered in electing to pursue the Officer Exculpation Provision.

Adopting the Officer Exculpation Provision would enable our officers to exercise their business judgment in furtherance of our stockholders’ interests without the potential distraction of risking personal liability. An officer’s role often requires them to make decisions on crucial matters and in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability based on hindsight, especially in the current litigious environment and regardless of merit. Further, enhancing our ability to retain and attract experienced officers is in the best interests of Helix and we should seek to assure such persons that exculpation under certain circumstances is available. We believe that failing to adopt the Officer Exculpation Provision could impact our recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs of defense, and other risks of proceedings exceeds the benefits of serving as an officer of Helix.

Prior to the amendment of Section 102(b)(7) of the DGCL, Delaware law permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the duty of care, but that protection did not extend to a Delaware corporation’s officers. Consequently, stockholder plaintiffs have employed the tactic of bringing certain claims that would otherwise be exculpated if brought against directors against individual officers to avoid dismissal of such claims. The amendment to Section 102(b)(7) of the DGCL was adopted to address inconsistent treatment between officers and directors and address rising litigation and insurance costs for stockholders.

Accordingly, the Officer Exculpation Provision will align the protections available to our directors with those available to our officers. Further, the Officer Exculpation Provision will not negatively impact stockholder rights, considering the narrow class and type of claims for which officers’ liability would be exculpated. In addition, we are not proposing the Exculpation Provision in anticipation of any specific litigation confronting Helix, the Exculpation Provision is being proposed on a prospective basis to help mitigate potential future harm to Helix Delaware and its stockholders.

Accordingly, the benefits we believe would accrue to Helix Delaware and its stockholders in the form of an enhanced ability to attract and retain talented officers and addressing rising litigation and insurance costs for stockholders, the Helix Board recommends that our shareholders approve the Officer Exculpation Provision as described herein.

If the required merger proposals and this proposal are approved by our shareholders, the Officer Exculpation Provision will affect a change in the liability of Helix’s officers consistent with the protections currently afforded to our directors and become effective upon the Conversion Effective Time.

The Officer Exculpation Provision will not be retroactive to any act or omission occurring prior to its effective date. Further, the exculpation would only apply to certain officers, namely a person who (during the course of conduct alleged to be wrongful) (i) is or was president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) is or was identified in Helix’s public filings with the Securities and Exchange Commission as one of the most highly compensated executive officers of Helix; or (iii) has, by written agreement with Helix, consented to be identified as an officer for purposes of accepting service of process.

A vote in favor of this proposal is a vote in favor of the Officer Exculpation Provision, which will authorize us to adopt the Officer Exculpation Provision in the Delaware Certificate of Incorporation, assuming that the required merger proposals are approved by our shareholders. If this proposal is approved by the Helix shareholders, it will be implemented only if the required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the Conversion is to be effected immediately prior to the consummation of the mergers.

Assuming that the required merger proposals are approved by our shareholders, if we fail to obtain the requisite vote of shareholders for approval of this proposal, the Officer Exculpation Provision will not be included in the Delaware Certificate of Incorporation.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of our outstanding shares of Helix common stock entitled to vote on such proposal.

In conjunction with its review and approval of the plan of conversion proposal, the Helix Board has approved and recommends that the Helix shareholders approve a proposal to exclude from the Delaware Certificate of Incorporation the provisions currently included in the Minnesota Articles of Incorporation which require the affirmative vote of the holders of at least eighty percent (80%) in voting power of all the then outstanding shares of stock of Helix entitled to vote thereon, voting together as a single class, to amend, alter, repeal or rescind, in whole or in part, or to adopt any provision inconsistent with the provisions of Helix’s organizational documents relating to: (i) the taking of less than unanimous stockholder action without a meeting; (ii) the right of stockholders to call a special meeting; (iii) the number, election and term of Helix’s directors; (iv) the procedures for the removal of directors or filling vacancies on the Helix Board; and (v) fixing a quorum for meetings of stockholders (such provisions, collectively, the “80% Supermajority Approval Provisions” and, such required vote, the “80% Supermajority Approval Requirement”).

The 80% Supermajority Approval Requirement is included as Section 12.3 in the Delaware Certificate of Incorporation. The description of such requirement and the other amendment provisions in the Delaware Certificate of Incorporation and Delaware Bylaws is not intended to be complete and is qualified in its entirety by reference to the full texts of the Delaware Certificate of Incorporation and Delaware Bylaws, copies of which are attached to this proxy statement/prospectus as Annex D and Annex E, respectively, and to the Plan of Conversion, which is attached to this proxy statement/prospectus as Annex C.

The Helix Board believes that eliminating the requirement for least an 80% supermajority vote to amend, alter, repeal or rescind any of the 80% Supermajority Approval Provisions is in the best interests of shareholders. The Helix Board believes Supermajority approval requirements to amend certain provisions of Helix’s organizational documents provide important anti-takeover protection for Helix and encourage shareholders to reach a broader consensus on important governance decisions. However, the Helix Board recognizes that an 80% approval threshold necessitates a significant degree of shareholder consensus that can inadvertently hinder shareholders’ ability to affect company matters.

After careful consideration, the Helix Board has determined that a sixty six and two-thirds percent (66 2/3%) supermajority amendment approval standard represents an ideal balance of protecting Helix from unsolicited, hostile take-over attempts on the one hand, and increasing our shareholders’ ability to effectively participate in corporate governance matters, on the other hand. Accordingly, the Delaware Certificate of Incorporation will include provisions requiring the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of Helix Delaware entitled to vote thereon, voting together as a single class, to amend certain Articles of the Delaware Certificate of Incorporation or to amend any provision of the Delaware Bylaws or adopt any provision inconsistent therewith, including the 80% Supermajority Approval Provisions.

If this proposal is not approved, the 80% Supermajority Approval Requirement will be included in the Delaware Certificate of Incorporation and will override the 66 2/3% threshold with respect to all 80% Supermajority Approval Provisions. If this proposal is approved, the 66 2/3% threshold will apply for any future amendments to such provisions. After giving careful consideration to this matter, the Helix Board determined that the benefits of eliminating the 80% Supermajority Approval Requirement outweighed any benefits from retaining such requirement and will increase the Helix Board’s accountability to shareholders and shareholder access to corporate governance matters, while the 66 2/3% threshold for amendments in the Delaware Certificate of Incorporation will adequately maintain the important protective effects of supermajority amendment approval standards.

If the required merger proposals and this proposal are approved by our shareholders, the 80% Supermajority Approval Requirement will not be included in the Delaware Certificate of Incorporation and the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of Helix Delaware entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind the 80% Supermajority Threshold Provisions, or to adopt provisions of the Delaware Certificate of Incorporation or Delaware Bylaws inconsistent therewith.

A vote in favor of this proposal is a vote in favor of eliminating the 80% Supermajority Approval Requirement, which will authorize us to exclude the 80% Supermajority Approval Requirement from the Delaware Certificate of

Incorporation, assuming that the required merger proposals are approved by our shareholders. If this proposal is approved by the Helix shareholders, it will be implemented only if the required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the Conversion is to be effected immediately prior to the consummation of the mergers.

Assuming that the required merger proposals are approved by our shareholders, if we fail to obtain the requisite vote of shareholders for approval of this proposal, the 80% Supermajority Approval Requirement will be included in the Delaware Certificate of Incorporation.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing at least eighty percent (80%) of the outstanding shares of Helix common stock entitled to vote on such proposal. If this proposal is approved by our shareholders, it will be implemented only if the required merger proposals are also approved and the Conversion is effected immediately prior to the consummation of the mergers. Accordingly, even if this proposal is approved by our shareholders, it will not be implemented unless the required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the Conversion is to be effected immediately prior to the consummation of the mergers.

In conjunction with its review and approval of the plan of conversion proposal, the Helix Board has approved and recommends that the Helix shareholders approve a proposal to include in the Delaware Certificate of Incorporation provisions which, among other things, provide that (i) the Investors, each of the Investor Directors, and any member of the Investor Group, and any one or more of the respective managers, directors, principals, officers, employees and other representatives of each such person or their respective affiliates (as defined in the Delaware Certificate of Incorporation) (the foregoing persons being referred to, collectively, as “Identified Persons”) will have no duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Helix or its affiliates (any such activity or line of business, an “Opportunity”) or otherwise competing with Helix and its affiliates, and (ii) no Identified Person shall be obligated to offer or refer to Helix or any of its affiliates any Opportunity, except for any Identified Person that is a director of Helix who shall have an obligation to offer or refer to Helix an Opportunity if such Opportunity is expressly first presented in writing to such Identified Person’s capacity as a director of Helix or if knowledge of such Opportunity is first acquired by such Identified Person solely as a result of such Identified Person’s position as a director of Helix (the “Corporate Opportunities Provisions”).

The description of the Corporate Opportunities Provisions is not intended to be complete and is qualified in its entirety by reference to the full text of the Corporate Opportunities Provisions which is included as Article IX in the Delaware Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex D.

The Helix Board believes that these provisions are appropriate because as a result of multiple business affiliations, Investor Directors may have similar legal obligations relating to presenting business opportunities and, given their involvement with a wide range of companies, the Identified Persons should not be restricted from investing in, leading and operating other businesses. Additionally, the Helix Board believes the Corporate Opportunities Provisions are appropriately tailored to exclude certain Opportunities that may become known to Investor Directors as a result of their positions as directors of Helix.

If the required merger proposals and this proposal are approved by our shareholders, the Corporate Opportunities Provisions will waive the corporate opportunities doctrine with respect to certain directors (subject to certain exceptions) and certain other parties, as described above, and become effective upon the Conversion Effective Time.

A vote in favor of this proposal is a vote in favor of the Corporate Opportunities Provisions, which will authorize us to adopt the Corporate Opportunities Provisions in the Delaware Certificate of Incorporation, assuming that the required merger proposals are approved by the Helix shareholders. If this proposal is approved by the Helix shareholders, it will be implemented only if the required merger proposals are also approved at the special meeting, all other conditions to consummation of the mergers have been satisfied or waived and the Conversion is to be effected immediately prior to the consummation of the mergers.

Assuming that the required merger proposals are approved by our shareholders, if we fail to obtain the requisite vote of shareholders for approval of this proposal, the Corporate Opportunities Provisions will not be included in the Delaware Certificate of Incorporation.

This proposal requires the affirmative vote of the holders of shares of Helix common stock representing a majority of the outstanding shares of Helix common stock entitled to vote on such proposal.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Helix is seeking a non-binding advisory approval of the compensation payable to Helix’s named executive officers that is based on or otherwise relates to the mergers as disclosed in the section titled “The Mergers—Interests of Helix’s Directors and Officers in the Mergers.” The non-binding compensation proposal gives Helix shareholders the opportunity to express their views on the merger-related compensation of Helix’s named executive officers. For more information on the Helix shareholder vote required for approval of the non-binding compensation proposal, see the section titled “Special Meeting—Vote Required.”

The Helix Board recommends that the Helix shareholders vote “FOR” the adoption of the following resolution, on an advisory (non-binding) basis:

“RESOLVED, that Helix shareholders approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Helix’s named executive officers in connection with the mergers, as disclosed pursuant to Item 402(t) of Regulation S-K under “The Mergers—Interests of Helix’s Directors and Officers in the Mergers” of the proxy statement/prospectus (which disclosure includes the compensation table and related narrative named executive officer compensation disclosures required pursuant to Item 402(t) of Regulation S-K).”

The vote on the advisory non-binding compensation proposal is a vote separate and apart from the vote to approve the required merger proposals. The approval of the non-binding compensation proposal is not a condition to the completion of the mergers. Accordingly, Helix shareholders may vote for the approval of the required merger proposals and against the approval of the non-binding compensation proposal, and vice versa. If the mergers are completed, the merger-related compensation may be paid to Helix’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Helix shareholders vote against the approval of the advisory vote regarding merger-related compensation.

Helix shareholders may be asked, if necessary, at the special meeting to consider and vote upon a proposal to adjourn the special meeting to another time and place to permit solicitation of additional proxies if there are not sufficient votes to approve (i) the share issuance proposal, (ii) the authorized share increase proposal, (iii) the second merger proposal, (iv) the plan of conversion proposal, (v) the Jones Act provisions proposal and (vi) the D&O citizenship matters proposal. The approval of the adjournment proposal is not a condition to the completion of the mergers. For more information on the Helix shareholder vote required for approval of the adjournment proposal, see the section titled “Special Meeting—Vote Required.”

This section of the proxy statement/prospectus describes the material aspects of the proposed mergers. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the proposed mergers and the transactions related thereto. In addition, important business and financial information about Helix is included in or incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information.”

The terms of the merger agreement are the result of arm’s-length negotiations between representatives of Helix and Hornbeck. The following is a summary of the events leading up to the signing of the merger agreement and key meetings, negotiations, discussions and actions taken among Helix, Hornbeck and their respective advisors that preceded the public announcement of the mergers; it does not purport to catalogue every conversation or interaction among representatives of Helix, Hornbeck and other parties.

The Helix Board and Helix’s management team regularly review Helix’s operating results, capital structure, future growth opportunities and competitive position in the offshore energy industry. These reviews have included consideration by the Helix Board and Helix’s management team and, from time to time, discussions with outside financial advisors and other industry participants of various potential strategic transactions, as well as ongoing initiatives aimed at enhancing stockholder value, strengthening Helix’s financial and liquidity position, increasing its cash flows and growing its business organically, to prepare for and respond to changing market forces and resulting business risks and uncertainties in the offshore energy industry.

In addition, the Hornbeck Board and Hornbeck’s management team have regularly reviewed Hornbeck’s operating results, capital structure, future growth opportunities and competitive position in the marine transportation and services industry. As Hornbeck is a private company, Hornbeck has regularly reviewed strategic alternatives and alternatively pursued access to the public markets as a way to strengthen its financial and liquidity position, expand the size and scope of Hornbeck and its business and provide a path to liquidity for its securityholders. As part of Hornbeck’s consideration of strategic alternatives and access to the public markets, on June 23, 2023, the Hornbeck Board created a strategic alternatives committee. Such committee is chaired by Aaron Rosen, director of Hornbeck and Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Credit Group, and, since May 7, 2024, has been comprised of Mr. Rosen, Todd M. Hornbeck, Chairman, President and Chief Executive Officer of Hornbeck, James McConeghy, director on the Hornbeck Board and Principal, Opportunistic Credit in the Ares Credit Group, and Jacob Mercer, director on the Hornbeck Board and Partner, Head of Special Situations and Restructuring at Whitebox. The strategic alternatives committee was initially formed to manage day-to-day process for and participate in discussions or negotiations with third parties regarding strategic alternatives and assist the Hornbeck Board in considering and evaluating strategic alternatives. In July of 2023, the Hornbeck Board expanded the authority of the strategic alternatives committee to also include assisting in and managing the day-to-day process for an initial public offering, or IPO.

Beginning in mid-2024, the Helix Board began contemplating various potential strategic transactions and various members of Helix management and the Helix Board had discussions with potential counterparties. From June  to September 2024, Helix entered into confidentiality and non-disclosure agreements containing customary mutual non-disclosure and non-use provisions, as well as, in certain cases via amendment, a standstill that included a “don’t ask, don’t waive” provision, with three different parties, which we refer to as “Company A”, “Company B” and “Company C”.

In August 2024, the Helix Board engaged Kirkland as legal counsel after confirming that there were no conflicts and Goldman Sachs as its financial advisor, at which time representatives of Goldman Sachs provided a customary material relationship disclosure letter to the Helix Board. At the direction of the Helix Board, on August 26, 2024, Goldman Sachs sent a process letter soliciting bids for a potential strategic transaction to various potential counterparties, including Company A, Company B and Company C.

On August 23, 2024, Helix and Hornbeck executed a confidentiality and nondisclosure agreement in connection with ongoing discussions, which included customary mutual non-disclosure and non-use provisions as well as a standstill that included a “don’t ask, don’t waive” provision.

Later that month, on August 29, 2024, Owen Kratz, President and Chief Executive Officer of Helix and director on the Helix Board, met with Mr. Hornbeck to discuss a possible strategic transaction involving Helix and Hornbeck.

After various rounds of meetings with Company A, Company B and Company C over the next several months, discussions with such parties ceased without reaching an agreement on terms for a strategic transaction. Discussions with Hornbeck also ceased in late 2024. However, Helix continued to evaluate the possibility of strategic alternatives.

On January 2, 2025, members of Helix management and members of management from a party referred to herein as “Company D” met to discuss a potential strategic transaction.

On January 8, 2025, Helix and a party referred to herein as “Company E” executed a confidentiality and nondisclosure agreement in connection with ongoing discussions, which included customary non-disclosure and non-use provisions but, given that such agreement only had unilateral (rather than bi-lateral) non-disclosure and non-use provisions to protect Company E’s confidential information to be shared with Helix, no standstill provision in favor of Helix was included.

On January 16, 2025, Helix and Company D executed a confidentiality and nondisclosure agreement in connection with ongoing discussions, which included customary mutual non-disclosure, non-use and standstill provisions.

On February 18, 2025, Helix engaged Heidrick & Struggles International, Inc., an executive search firm, to assist in its executive succession planning and search for a new chief executive officer.

On April 16, 2025, members of Helix management and members of management from Company E, as well as certain of their respective advisors, gave reciprocal management presentations on their respective businesses.

In May of 2025, representatives of Company A and Company B, respectively, discussed with members of Helix management potentially restarting a dialogue regarding a strategic transaction, but ultimately no agreement or terms were established between the parties.

On May 27, 2025, members of Helix management gave a management presentation on the Helix business to and members of management from Company D, with certain of their respective advisors in attendance.

Between May and September of 2025, members of Helix management and the Helix Board conducted various rounds of negotiations regarding a potential strategic transaction with representatives of Company E, but ultimately no agreement or terms were established between the parties.

On June 10, 2025, Mr. Hornbeck met with John Lovoi, a director of Helix, to discuss a possible business combination with Helix. Later that month, the Hornbeck Board engaged Piper Sandler & Co. (“Piper”) as its financial advisor in connection with a possible strategic transaction with Helix. Following Mr. Hornbeck’s meeting with Mr. Lovoi, Mr. Hornbeck discussed the possibility of a strategic transaction with William Transier, Chairman of the Helix Board, and subsequently Mr. Kratz also shared presentation materials prepared by Piper. However, Helix did not pursue a potential strategic transaction with Hornbeck further at that time.

On November 14, 2025, Hornbeck filed with the SEC a fourth amendment to its registration statement on Form S-1 in contemplation of an IPO, which was initially publicly filed with the SEC on December 7, 2023.

In December of 2025, members of Helix management had various discussions regarding a potential strategic transaction with a party referred to herein as “Company F”, but ultimately no agreement or terms were established between the parties.

On December 17, 2025, following discussions with the Helix Board, Mr. Kratz informed the Helix Board of his intention to retire but agreed to continue to serve until the Helix Board appointed a successor.

On January 5, 2026, Mr. Rosen connected with Mr. Transier to discuss a potential strategic transaction between Helix and Hornbeck.

On January 9, 2026 and January 19, 2026, members of the Helix Board discussed the ongoing status and progress of discussions between Messrs. Rosen and Transier regarding a potential transaction between Helix and Hornbeck, and the Helix Board indicated its support in continuing to advance those conversations.

From January 9, 2026 through February 6, 2026, Messrs. Rosen and Transier exchanged several communications regarding a potential transaction between Helix and Hornbeck, including the possible benefits of such a transaction and potential timeline thereof.

On various occasions in January of 2026, members of Helix’s management team discussed with representatives of Goldman Sachs, the financial advisor to Helix in connection with prior strategic alternative discussions, the proposed business combination with Hornbeck.

On January 13, 2026, Hornbeck filed a fifth amended registration statement on Form S-1 with the SEC.

On January 15, 2026, Mr. Transier met with Mr. Rosen and Mr. McConeghy to discuss a potential strategic transaction between Helix and Hornbeck.

On January 21, 2026, the Hornbeck Board held a special meeting to receive an update from the strategic alternatives committee regarding a possible strategic transaction with Helix. At that meeting, the Hornbeck Board discussed the relative merits of pursuing such a strategic transaction against the alternative of imminently consummating an IPO. Following deliberation, the Hornbeck Board unanimously agreed that Mr. Rosen and Mr. Hornbeck and other representatives of Hornbeck should meet with the Helix Board to continue to evaluate a potential strategic transaction.

Also on January 21, 2026, in preparation for a possible meeting between representatives of Hornbeck and the Helix Board, Ken Neikirk, Executive Vice President, General Counsel and Corporate Secretary of Helix sent a draft mutual confidentiality and nondisclosure agreement to Mr. Rosen in his capacity as a representative of Hornbeck. The draft agreement included customary mutual non-disclosure and non-use provisions, as well as a standstill that included a “don’t ask, don’t waive” provision.

Also on January 21, 2026, Mr. Neikirk contacted Kirkland, legal counsel to Helix in connection with its strategic alternatives review and counsel to Hornbeck in respect of its IPO and other strategic alternatives, to discuss the proposed business combination with Hornbeck. Kirkland advised that they were already engaged as legal counsel to Hornbeck. As such, Kirkland advised that representation of Helix in connection with a strategic transaction involving Hornbeck may constitute a conflict of interest.

On February 2, 2026, following communication with the Helix Board, Helix agreed to waive any conflict that may exist in respect of Kirkland’s representation of Hornbeck in connection with the potential strategic transaction between Helix and Hornbeck (other than with respect to any litigation, mediation or other legal proceeding or dispute among Helix, Hornbeck or their respective directors, officers, employees or representatives arising out of the potential strategic transaction between Helix and Hornbeck). As a condition to the waiver, Kirkland agreed that no attorney or paralegal representing Hornbeck would have access to any of Helix’s privileged or confidential information in possession of Kirkland and that Kirkland would not use or disclose Helix’s privileged or confidential information for the benefit of Hornbeck or any other person to the detriment of Helix. In addition, Kirkland agreed that except with Helix’s prior written consent, no Kirkland attorney or paralegal who had previously represented Helix would work with Hornbeck on the potential strategic transaction with Helix. Kirkland also agreed that it would not represent Hornbeck or Helix in any legal proceeding or dispute between Helix and Hornbeck or their respective directors, officers, employees or representatives commenced with respect to the potential strategic transaction between Helix and Hornbeck.

On February 2, 2026 and effective February 1, 2026, Helix and Hornbeck executed the mutual confidentiality and nondisclosure agreement, which included the standstill and “don’t ask, don’t waive” provision.

Also on February 2, 2026, the Helix Board held a special meeting, with Messrs. Hornbeck, Rosen, McConeghy and Samuel Giberga, Executive Vice President, General Counsel and Corporate Secretary of Hornbeck, each in their capacities as representatives of Hornbeck, in attendance at the invitation of the Helix Board, to discuss the proposed business combination between Helix and Hornbeck. Following the special meeting, the Helix Board directed Helix management to continue to pursue the potential transaction.

On February 3, 2026, Helix engaged Baker Botts L.L.P. (“Baker Botts”) as legal counsel for the proposed business combination with Hornbeck, after confirming the absence of conflicts in connection with the representation.

On February 4, 2026, Hornbeck’s strategic alternatives committee held a telephonic meeting with representatives from Piper, Barclays Capital Inc. (“Barclays”), as an additional financial advisor to Hornbeck, and Kirkland present and determined to recommend to the Hornbeck Board that the Hornbeck Board pursue a business combination with Helix. The strategic alternatives committee instructed Kirkland to draft an indication of interest outlining proposed terms for a potential transaction, including an exchange ratio that would result in a fully diluted equity split in the combined company of 60% for Hornbeck securityholders and 40% for Helix securityholders, proposed for Mr. Hornbeck to lead the combined companies and called for registration rights to be granted to certain Hornbeck

securityholders, which the strategic alternatives committee viewed as important in order to obtain support of such securityholders and consistent with rights they would have received in connection with an IPO. The indication of interest also proposed a post-closing board composition commensurate with the proposed equity split.

On February 6, 2026, the Hornbeck Board held a special meeting to receive an update from its strategic alternatives committee regarding a potential transaction with Helix. Members of Hornbeck management and representatives of Piper, Barclays and Kirkland were in attendance. The strategic alternatives committee discussed its recommendation to pursue a business combination with Helix. The Hornbeck Board also received an update from Piper and Barclays regarding the proposed transaction. Following discussion the Hornbeck Board determined to pursue a business combination with Helix and to postpone the launch of its IPO. The Hornbeck Board instructed the strategic alternatives committee to deliver the indication of interest letter to the Helix Board. During the executive session, which, except for Mr. Giberga, Hornbeck management, including Mr. Hornbeck, did not attend, the Hornbeck Board also discussed, in connection with a possible transaction with Helix, amending the existing trademark license agreement with HFR, an entity related to Mr. Hornbeck, to provide for long term use of the “Hornbeck” name and associated trademarks by the combined company without ongoing periodic payments to an entity related to the lead executive for the combined company, and the need for post-transaction employment terms with Mr. Hornbeck.

Later in the day on February 6, 2026, the Helix Board received an indication of interest letter from Hornbeck outlining proposed terms of a potential transaction, including a tentative timeline for definitive documents and a proposed exchange ratio that would result in a fully diluted equity split in the combined company of 60% and 40% for Hornbeck securityholders and Helix securityholders, respectively, provided for Mr. Hornbeck to lead the combined company and indicated the expectation that the securityholders of Hornbeck would receive registration rights in connection with the transactions. It also proposed post-closing board composition commensurate with the proposed equity split.

On February 9, 2026, the Helix Board received a presentation from Mr. Rosen on behalf of Hornbeck in connection with the indication of interest letter received on February 6, 2026.

Also on February 9, 2026, Helix engaged Alvarez & Marsal Holdings, LLC (“A&M”) as financial and diligence advisor for the proposed business combination with Hornbeck, after confirming the absence of conflicts in connection with the representation.

On February 10, 2026, the Helix Board held a special meeting, with members of Helix management, representatives of Goldman Sachs, and representatives of Baker Botts in attendance, to discuss the proposed business combination with Hornbeck, including a review of the indication of interest letter received from Hornbeck, and preparing workstreams related to the proposed business combination.

Also on February 10, 2026, at the direction of the Helix Board, representatives of Goldman Sachs discussed with representatives of Barclays the potential transaction between Helix and Hornbeck from a financial perspective.

On February 11, 2026, Messrs. Rosen and Transier discussed the status of the potential transaction between Helix and Hornbeck and various business diligence deliverables.

On February 12, 2026, Helix engaged Veriten, LLC (“Veriten”) as strategic advisor for Helix for the proposed business combination with Hornbeck.

Also on February 12, 2026, a representative of Kirkland sought an additional waiver from Helix for five Kirkland attorneys, who had previously represented Helix in a limited specialists capacity, to work with Hornbeck on the potential strategic transaction with Helix.

From February 12, 2026 through April 21, 2026, Helix and Hornbeck conducted reciprocal legal, financial and operational due diligence. During this time Hornbeck’s strategic alternatives committee met regularly to discuss findings and process for the potential transaction with Helix, including for Mr. Rosen to update the strategic alternatives committee on his discussions with representatives from Helix on behalf of Hornbeck.

On February 13, 2026, Mr. Transier discussed a potential transaction between Helix and Company E with a representative at Company E. No agreement or terms were established between the parties.

On February 16, 2026, Helix granted the February 12, 2026 waiver request from Kirkland.

On February 18, 2026, the Helix Board held a meeting and discussed the financial considerations and diligence matters related to the potential transaction between Helix and Hornbeck.

On February 19, 2026, Baker Botts shared an initial draft of the merger agreement with Kirkland, as legal advisor for Hornbeck. The draft contemplated, among other things, (i) a fixed exchange ratio of merger consideration for each share of Hornbeck’s outstanding common stock, warrants and equity awards, (ii) Hornbeck’s written stockholder consent approving the merger to be delivered at or shortly following signing of the merger agreement, (iii) largely reciprocal representations and warranties and interim operating covenants, (iv) registration rights for Hornbeck consenting stockholders, (v) no-shop covenants applicable to Helix and Hornbeck, with Helix’s covenant subject to customary fiduciary out exceptions, (vi) a termination right applicable to Helix for a superior proposal, (vii) a termination fee and reverse termination fee of approximately 2.5% of equity value of the paying party in the event the merger agreement was terminated in certain situations, (viii) an expense reimbursement amount of approximately 0.5% of the equity value of the paying party, payable in certain situations, and (ix) an undetermined outside date for the transaction, with one automatic extension for an undetermined period, if clearance under the HSR Act and all consents, waivers, approvals, licenses, permits, orders or authorizations, if any, required to be obtained under antitrust laws and foreign investment laws had not been obtained on that date, but all other conditions to the completion of the mergers were then satisfied or waived (or in the case of conditions that were to be satisfied at the closing, were reasonably capable of being satisfied).

Also on February 19, 2026, the parties shared initial drafts of the respective Helix and Hornbeck stand-alone management five-year financial forecast models.

On February 22, 2026, members of the Helix Board interviewed a potential chief executive officer candidate for Helix recommended by the Corporate Governance and Nominating Committee of the Helix Board.

On February 25, 2026, members of Helix and Hornbeck management, as well as representatives of Goldman Sachs, Piper, Barclays and Baker Botts, gave reciprocal management presentations on their respective businesses and discussed matters relating to the potential transaction, including the merger agreement and the respective management financial forecast models.

On February 27, 2026, Messrs. Rosen and Transier discussed the five-year management financial models of Helix and Hornbeck and respective business operations of the parties.

On March 4, 2026, members of Helix and Hornbeck management discussed the proposed business combination and potential synergies.

Also on March 4, 2026, Messrs. Neikirk and Giberga discussed the proposed business combination and legal due diligence matters.

On March 5, 2026, Messrs. Rosen and Transier discussed potential synergies of the proposed business combination between Helix and Hornbeck, as well as diligence matters and Hornbeck’s existing trademark license agreement with Mr. Hornbeck.

On March 6, 2026, the Helix Board held a special meeting to discuss updates regarding the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs and Baker Botts were in attendance. Representatives of Goldman Sachs summarized the exchange of five-year management forecast models, reciprocal management diligence sessions and other considerations. Representatives of Goldman Sachs also reviewed its preliminary financial analyses of the potential transaction. Representatives of Veriten presented an analysis of the potential transaction, as well as information regarding industry outlook and transaction risks. During the meeting, members of Helix management discussed financial and contractual due diligence, potential synergies and the draft merger agreement.

On March 8, 2026, Helix engaged Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”) as public relations advisor for the proposed business combination with Hornbeck.

On March 9, 2026, Messrs. Rosen and Transier discussed the status of the potential transaction and diligence matters.

On March 10, 2026, the Hornbeck Board held a special meeting, which Mr. Hornbeck did not attend, to discuss post-closing employment terms for Mr. Hornbeck and the license agreement with HFR. Representatives of Kirkland were in attendance.

On March 11, 2026, members of Helix and Hornbeck management, as well as representatives of Baker Botts and Kirkland, met to discuss legal and compliance matters relating to the proposed business combination and each party’s respective business.

Also on March 11, 2026, Messrs. Transier, Rosen and McConeghy discussed the proposed business combination, including valuation matters, governance matters and the trademark license agreement with HFR. A revised exchange ratio was also discussed that would result in a fully diluted equity split in the combined company of 59% and 41% for Hornbeck securityholders and Helix securityholders, respectively.

On March 12, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs, Baker Botts and Veriten were in attendance. Representatives of Goldman Sachs summarized the management reciprocal diligence process and the parties’ reciprocal five-year management financial forecast models. Members of Helix management provided an update on ongoing diligence work streams, including those relating to accounting, operations and legal and compliance matters.

Also on March 12, representatives of Helix, Hornbeck, Barclays, Piper and Goldman Sachs met to discuss anticipated synergies arising from the potential transaction.

On March 13, 2026, Messrs. Rosen and Transier discussed valuation matters and governance matters related to the potential transaction.

Also on March 13, 2026, Messrs. Rosen and Hornbeck discussed the status of the potential transaction and ongoing diligence efforts.

On March 14, 2026, Mr. Transier and Bobby Jindal, a director on the Hornbeck Board and chair of its compensation committee, discussed the Hornbeck trademark license agreement with HFR.

On March 15, 2026, Messrs. Transier, Rosen, and Hornbeck met to discuss the proposed business combination, including diligence, governance and valuation matters. Representatives of Hornbeck proposed key terms for the merger agreement, including an exchange ratio that would result in a fully diluted equity split in the combined company of 56% and 44% for Hornbeck securityholders and Helix securityholders, respectively, as well as executive officer and board governance proposals.

On March 16, 2026, the Hornbeck Board held a special meeting to receive an update from the strategic alternatives committee regarding the potential transaction, including diligence conducted on Helix to date and status of discussions regarding relative valuations and the proposed equity split. Members of Hornbeck management and representatives of Piper, Barclays and Kirkland were in attendance. Following deliberations, the Hornbeck Board held an executive session, which, except for Mr. Giberga, Hornbeck management, including Mr. Hornbeck, did not attend, to consider a proposal for an amended and restated trademark license agreement with HFR as well as post-closing employment terms for Mr. Hornbeck. Following that meeting, Kirkland contacted counsel to Mr. Hornbeck, Herrick, Feinstein LLP (“Herrick”), to discuss these proposals.

Also on March 16, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs, Baker Botts and Veriten were in attendance. Mr. Transier provided an update on ongoing discussions with Hornbeck and its representatives, including financial forecasts, valuation, exchange ratio and governance matters. Representatives of Goldman Sachs provided an overview of the management reciprocal diligence process, including regarding potential synergies. Representatives of Veriten presented possible market expectations regarding valuation.

Also on March 16, 2026, Mr. Transier discussed the potential transaction with Mr. Rosen and they discussed an exchange ratio that would result in a fully diluted equity split in the combined company of 55.5% and 44.5% for Hornbeck securityholders and Helix securityholders, respectively, to be reflected in the merger agreement. Additionally, the parties discussed Helix’s current chairman remaining on the combined company board for a period of two years and that Helix would have designation rights for the chairpersons of the Audit Committee and Corporate Governance and Nominating Committee of the combined company, noting Hornbeck would have the designation rights for the chairperson of the Compensation Committee of the combined company.

Also on March 16, 2026, members of Helix and Hornbeck management, as well as representatives from Baker Botts, Kirkland and EY, as independent registered public accounting firm for Hornbeck, discussed certain diligence matters.

On March 17, 2026, Messrs. Transier and Rosen discussed the equity split, the exchange ratio, valuation and governance matters.

On March 18, 2026, members of Helix management discussed various diligence matters with ERM Group, Inc., as environmental and safety consultants for Hornbeck.

On March 20, 2026, Messrs. Transier and Rosen discussed the potential transaction, joint communications, equity splits, synergies and governance matters. Additionally, Messrs. Transier and Rosen discussed the status of the trademark license agreement with Mr. Hornbeck.

On March 23, 2026, Kirkland shared a revised draft of the merger agreement. The revised draft contemplated, among other things, (i) a support agreement from Hornbeck stockholders at signing of the transaction and written consent of the stockholders following the effectiveness of a registration statement on Form S-4, (ii) conversion of Helix from a Minnesota corporation to a Delaware corporation pursuant to a Plan of Conversion, (iii) modifications to the no-shop covenants applicable to Helix and Hornbeck, with both parties’ covenants subject to customary fiduciary out exceptions, (iv) removal of Helix’s termination right for a superior proposal, (v) an increased termination fee and expense reimbursement fee of approximately 4.0% and approximately 1.0%, respectively, and (vi) a combined company board composition of seven directors, three designated by Helix and four designated by Hornbeck.

Also on March 23, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs, Baker Botts and Veriten were in attendance. Representatives of Goldman Sachs reviewed its preliminary financial analyses of the potential transaction. Representatives of Goldman Sachs also provided an update regarding ongoing workstreams, including reciprocal management diligence, negotiation of definitive agreements and stakeholder communications planning.

On March 24, 2026, members of Helix and Hornbeck management, as well as representatives from K&L Gates LLP (“K&L Gates”), as antitrust legal advisor to Hornbeck, Baker Botts and Kirkland discussed legal diligence matters.

Also on March 24, 2026, members of Helix management held an interview with a potential chief executive officer candidate for Helix.

On March 25, 2026, the Helix Board held an additional interview with a potential chief executive officer candidate for Helix.

Also on March 25, 2026, Messrs. Transier and Rosen discussed the merger agreement, including the Hornbeck stockholder consent and treatment of indebtedness, as well as the status of ancillary documents.

On March 26, 2026, representatives of Goldman Sachs provided a customary material relationship disclosure letter to the Helix Board.

Also on March 26, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of A&M, Goldman Sachs, Veriten and Baker Botts were in attendance.

On March 27, 2026, Messrs. Transier and Lovoi discussed with a party referred to herein as “Company G” a potential transaction between Helix and Company G. The parties discussed entry into a nondisclosure agreement, but no agreement or terms were established between the parties.

On March 28, 2026, Company G informed members of Helix management that it would not be able to proceed with a competitive price with respect to a potential transaction with Helix.

Also on March 28, 2026, Kirkland and Herrick connected to discuss post-closing employment arrangements for Mr. Hornbeck as well as the license agreement with HFR.

On March 30, 2026, Messrs. Transier and Rosen discussed governance matters of the combined company and diligence and valuation matters of the proposed business combination. Also discussed were certain terms of the merger agreement and the trademark license agreement with Mr. Hornbeck.

On March 31, 2026, members of Helix and Hornbeck management, as well as representatives from Baker Botts and Kirkland, discussed the potential transaction, business operations of the parties and Jones Act matters.

On April 1, 2026, representatives of Baker Botts and Kirkland discussed the draft merger agreement and certain terms thereof.

Also on April 1, 2026, Hornbeck received a counterproposal from Herrick on behalf of Mr. Hornbeck relating to Mr. Hornbeck’s post-closing employment arrangements and the trademark license agreement with HFR.

Also on April 1, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of A&M, Goldman Sachs, Baker Botts and Veriten were in attendance. Members of Helix management discussed operations matters of Helix and Hornbeck. Representatives of A&M advised of ongoing financial due diligence. Representatives of Baker Botts discussed the merger agreement draft and ancillary documents related thereto. Representatives of Goldman Sachs summarized updated management financial projections and synergies.

Also on April 1, 2026, Mr. Transier and members of Helix management met with members of Hornbeck management to discuss certain diligence matters.

On April 2, 2026, the Hornbeck Board held a special meeting to discuss status of the potential transaction with Helix. Members of Hornbeck management and representatives of Piper, Barclays and Kirkland were in attendance. The Hornbeck Board received updates from the strategic alternatives committee regarding the diligence conducted on Helix and status of discussions regarding relative valuations and the proposed equity split. During executive session, which, except for Mr. Giberga, Hornbeck management, including Mr. Hornbeck, did not attend, the Hornbeck Board discussed the proposal regarding Mr. Hornbeck’s post-closing employment arrangements and the trademark license agreement.

On April 4, 2026, Baker Botts shared a revised draft of the merger agreement. The revised draft contemplated, among other things, (i) removal of the Hornbeck support agreement and inclusion of the Hornbeck approval and stockholder consent to be received at or shortly following signing of the merger, (ii) modifications to the combined company director designation rights, (iii) modifications of the scope of representations and warranties and interim operation covenants, (iv) removal of Hornbeck’s fiduciary out, (v) proposed treatment of Helix’s existing indebtedness, (vi) Helix’s ability to terminate for a superior proposal and (vii) a termination fee and reverse termination fee applicable to the parties of approximately 2.5% of the equity value of the paying party and an expense reimbursement amount of approximately 0.5% of the equity value of the paying party. Baker Botts also shared an initial draft of the Helix disclosure letter.

Also on April 4, 2026, Messrs. Transier, Rosen and Jindal discussed the trademark license agreement with Mr. Hornbeck.

From April 6, 2026 through April 9, 2026, Mr. Transier discussed the potential Helix chief executive officer role with a potential candidate.

On April 6, 2026, Kirkland shared an initial draft of the registration rights agreement, which included, among other things, underwritten and coordinated offering demand rights and “piggy-back” registration rights, as well as a 180-day post-closing lock-up on the registrable securities set forth therein, subject to certain customary limitations.

On April 7, 2026, Baker Botts shared a draft of the Plan of Conversion with Kirkland.

Also on April 7, 2026, the Hornbeck Board sent a proposal regarding post-closing employment terms and the trademark license agreement with HFR to Mr. Hornbeck and representatives of Hornbeck subsequently discussed those matters with Mr. Hornbeck and Herrick.

On April 8, 2026, Messrs. Transier and Rosen discussed the draft merger agreement and the trademark license agreement with Mr. Hornbeck, as well as potential timing for announcement of the transaction.

On April 9, 2026, members of Helix and Hornbeck management, as well as representatives from Baker Botts, Kirkland and EY, discussed diligence matters.

Also on April 9, 2026, Kirkland shared with Herrick a revised term sheet proposal for post-closing employment terms for Mr. Hornbeck.

On April 10, 2026, the Hornbeck Board held a special meeting to receive an update regarding the potential transaction with Helix. Members of Hornbeck management and representatives of Piper, Barclays and Kirkland were in attendance. During executive session, which, except for Mr. Giberga, Hornbeck management, including Mr. Hornbeck, did not attend, the Hornbeck Board discussed Mr. Hornbeck’s post-closing employment arrangements and the license agreement.

Later in the day on April 10, 2026, Kirkland shared a revised draft of the merger agreement. The revised draft contemplated, among other things, (i) removal of the Helix termination right for a superior proposal, (ii) a termination and reverse termination fee applicable to the parties of approximately 3.6% of the equity value of the paying party and an expense reimbursement amount of approximately 1.0% of the equity value of the paying party, (iii) a requirement for Helix to enter into an employment agreement with, and grant equity awards to, the Chief Executive Officer of the combined company, (iv) modifications to the scope of the representations and warranties, including Hornbeck’s qualification of the disclosure schedule by reference to Hornbeck’s Registration Statement on Form S-1, (v) payoff of the amounts outstanding under Helix’s credit facility, (vi) a classified and staggered board for the combined company and (vii) modifications to the treatment of equity awards and Hornbeck’s outstanding creditor warrants. Also, Kirkland shared initial drafts of the certificate of incorporation of the combined company, bylaws of the combined company, director and officer indemnification agreement, amended and restated Jones Act warrant agreement, amendment to the creditor warrant agreement, Hornbeck written consent and Hornbeck termination and lock-up agreement.

On April 13, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs, Baker Botts, A&M and Veriten were in attendance. Representatives of Goldman Sachs discussed Hornbeck’s expectations to provide preliminary first quarter financial information and Helix’s announced first quarter earnings call scheduled for April 23, 2026. Representatives of Goldman Sachs reviewed its preliminary financial analyses of the potential transaction. Representatives of Baker Botts discussed the status of the draft merger agreement and other ancillary documents related thereto, as well as the status of discussions with Hornbeck’s advisors regarding delivery of its stockholders’ approval of the mergers. Representatives of A&M discussed tax diligence matters and their impact on a combined company’s go-forward operations. The Helix Board discussed a conversation with a representative of Company E regarding a potential strategic transaction; however, the Helix Board determined that the transaction was not executable in the near term. The Helix Board also discussed the status of discussions with a potential chief executive officer candidate.

On April 15, 2026, representatives of Baker Botts, Kirkland, Cozen O’Connor P.C., Minnesota legal counsel to Hornbeck, and Maslon LLP, Minnesota legal counsel to Helix, discussed the potential transaction, the merger agreement, the Plan of Conversion, shareholder proposals and voting standards.

On April 15, 2026, Kirkland shared an initial draft of the Hornbeck disclosure letter.

Also on April 15, 2026, Baker Botts shared a revised draft of the merger agreement. The revised draft contemplated, among other things, (i) removal of the employment agreement with the Chief Executive Officer of the combined company to be effective as of the Closing Date, (ii) modifications to the representations and warranties and interim operating covenants, (iii) modifications to the treatment of Helix’s existing indebtedness, including Helix’s credit facility, and (iv) a reduced termination fee and expense reimbursement fee of approximately 2.5% and approximately 0.5%, respectively. Additionally, Baker Botts shared revised drafts of the registration rights agreement, certificate of incorporation of the combined company, bylaws of the combined company, director and officer indemnification agreement, amended and restated Jones Act warrant agreement, amendment to the creditor warrant agreement, Hornbeck written consent and Hornbeck termination and lock-up agreement.

On April 16, 2026, representatives of Baker Botts and Kirkland discussed the merger agreement and ancillary agreements.

Also on April 16, 2026, the Hornbeck Board held a special meeting to discuss status of the potential transaction with Helix. Representatives from Hornbeck management, Piper, Barclays and Kirkland were in attendance. The Hornbeck Board received updates from the strategic alternatives committee, a presentation from Piper and Barclays regarding the economics of the potential transaction, including the exchange ratio, and a presentation from Kirkland summarizing the current drafts of the definitive documentation in respect of the potential transaction with Helix. During executive session, which, except for Mr. Giberga, Hornbeck management, including Mr. Hornbeck, did not attend, the Hornbeck Board discussed the responsive proposal from Mr. Hornbeck regarding his post-closing employment arrangements and the trademark license agreement.

Also on April 16, 2026, Herrick sent Kirkland a revised term sheet regarding post-closing employment terms with Mr. Hornbeck.

On April 17, 2026, members of Helix management and representatives of Baker Botts discussed the potential transaction and treatment of Helix’s debt.

Also on April 17, 2026, Kirkland shared an initial draft of the securityholders agreement and revised drafts of the merger agreement, certificate of incorporation of the combined company, bylaws of the combined company, director and officer indemnification agreement, governance policy, amended and restated Jones Act warrant agreement, registration rights agreement, amendment to the creditor warrant agreement, Hornbeck written consent and Hornbeck termination and lock-up agreement. The revised draft of the merger agreement contemplated, among other things, (i) a termination fee of approximately 3.6% equity value, (ii) expense reimbursement of approximately 1.0% and (iii) qualification of Hornbeck’s representations and warranties by the registration statement on Form S-1. The draft securityholders agreement provided for the governance rights agreed by the parties, including director nomination rights, information rights and certain standstill and transfer restrictions.

From April 17, 2026 through April 21, 2026, the parties exchanged various revised drafts of the merger agreement and ancillary documents, including revised drafts of the disclosure letters and held several discussions regarding the draft documents. From April 17, 2026 through April 21, 2026, representatives of Hornbeck and Herrick also continued to negotiate the proposed employment term sheet for Mr. Hornbeck and the trademark license agreement.

On April 18, 2026, Helix executed an updated engagement letter with Goldman Sachs, as financial advisor, relating to the proposed business combination with Hornbeck.

On April 20, 2026, representatives of Barclays proposed to representatives of Goldman Sachs Hornbeck’s proposed method of calculating the exchange ratio to account for settling of convertible securities with a strike price using the treasury share method and adjusting incentive awards for tax withholding of shares that will be cancelled.

On April 21, 2026, representatives of Goldman Sachs provided a customary material relationship disclosure letter to the Helix Board.

Also on April 21, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs, Baker Botts, Veriten and Joele Frank were in attendance. Members of Helix management provided an update with respect to reciprocal management diligence efforts. Representatives of Joele Frank provided an overview of the communication materials and matters related to the proposed business combination. Representatives of Goldman Sachs reviewed its preliminary financial analyses of Helix, Hornbeck and the potential transaction and summarized the negotiated exchange ratio that would result in a fully diluted equity split in the combined company of 55% and 45% for Hornbeck securityholders and Helix securityholders, respectively. Representatives of Baker Botts provided an overview of the terms of the merger agreement and negotiation points between the parties in recent weeks and discussed ancillary documentation in connection with the mergers. Representatives of Baker Botts provided a comparison of certain merger agreement terms and advised with respect to the implications of the proposed conversion of Helix from a Minnesota corporation to a Delaware corporation, along with the proposed updates to governance documents that include Jones Act protections limiting the foreign share ownership in Helix.

On April 21, 2026 and April 22, 2026, Baker Botts and Kirkland finalized the terms of the merger agreement, registration rights agreement, securityholders agreement and other ancillary documentation, including the respective disclosure letters.

On April 22, 2026, representatives of Baker Botts, Kirkland, and each of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) and Davis Polk & Wardwell LLP, each as legal counsel for certain of Hornbeck’s stockholders to be a party to the securityholders agreement, met to discuss the securityholders agreement. Following such meeting, Paul, Weiss sent an updated draft of the securityholders agreement and Baker Botts returned a further updated draft of the securityholders agreement.

In the morning of April 22, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs, Baker Botts and Veriten were in

attendance. Mr. Transier discussed Hornbeck’s proposed method for calculating the exchange ratio. Representatives of Goldman Sachs reviewed its preliminary analyses of Helix, Hornbeck and the potential transaction. The Helix Board and its advisors also discussed the status of the trademark license agreement with HFR, to be amended, and the name and branding of the combined company.

During the evening of April 22, 2026, the Helix Board held a special meeting to discuss the potential transaction with Hornbeck. Members of Helix management and representatives of Goldman Sachs, Baker Botts and Veriten were in attendance. The Helix Board reviewed the materials prepared by advisors and engaged in final deliberation regarding whether to approve the proposed business combination, including an evaluation of the governance structure, economic terms and strategic rationale. Representatives of Goldman Sachs summarized the negotiated exchange ratio, method for calculation thereof and Helix’s ownership in the combined company, as well as the proposed governance structure of the combined company. Representatives of Baker Botts advised the Helix Board with respect to the standards of the duties of care and loyalty under both Minnesota and Delaware law and reiterated the Helix Board’s charge to act in the best interests of Helix’s shareholders. Representatives of Baker Botts also discussed the final termination fee and reverse termination fee of approximately 3.0% and the final expense reimbursement amount of approximately 1.0% to be included in the merger agreement. Representatives of Goldman Sachs then delivered to the Helix Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated April 22, 2026, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken in preparing such opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to Helix. The Helix Board approved the proposed business combination, with Amy H. Nelson abstaining for reasons discussed in more detail below under “—Recommendation of Helix’s Board and Reasons for the Mergers—Views of Abstaining Director”.

Also during the evening of April 22, 2026, the Hornbeck Board held a special meeting to discuss the potential transaction with Helix. Members of Hornbeck management and representatives of Piper, Barclays and Kirkland were in attendance. The Hornbeck Board reviewed the materials prepared by advisors and engaged in final deliberation regarding whether to approve the proposed business combination, including the evaluation of governance structure, economic terms and strategic rationale. Representatives of Piper and Barclays discussed the negotiated exchange ratio and method for calculation thereof and Hornbeck’s ownership of the combined company. Representatives of Kirkland discussed the definitive documentation, including proposed governance structure, and relevant updates since the meeting of the Hornbeck Board on April 16, 2026, including the final termination fee and reverse termination fee amounts, the final expense reimbursement amounts and the final post-closing arrangements for Hornbeck’s securityholders. Representatives from Kirkland then gave an overview of the standards of duties of care and loyalty under Delaware law and considerations for the directors in the discharge of their fiduciary duties. The Hornbeck Board then unanimously determined that the merger agreement and the transactions contemplated thereby were fair to, advisable and in the best interest of Hornbeck and its stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the mergers, directed that the merger agreement be submitted to Hornbeck’s stockholders for approval and recommended that its stockholders vote in favor of the adoption of the merger agreement. The Hornbeck Board also unanimously approved various other matters ancillary thereto, including the entry into the amended license agreement with HFR and a non-binding term sheet relating to certain proposed post-closing employment terms for Mr. Hornbeck.

Later on April 22, 2026, the parties executed the merger agreement, registration rights agreement, securityholders agreement and Hornbeck and certain of its securityholders executed the Hornbeck termination and lock-up agreement. Shortly following the execution of the merger agreement, Hornbeck stockholders holding a majority of the shares of Hornbeck common stock outstanding and entitled to vote on the matter delivered a written consent, executed in accordance with Section 228 of the DGCL, adopting the merger agreement and approving the transactions contemplated by the merger agreement, including the mergers, which written consent was delivered by Hornbeck to Helix.

On April 23, 2026, the parties issued a joint press release announcing the transaction and held a joint investor conference call.

At a meeting held on April 22, 2026, the Helix Board determined that the merger agreement, the plan of conversion and the transactions contemplated by the merger agreement, including the Conversion, were fair to, advisable and in the best interests of, Helix and its shareholders, approved and declared advisable the merger agreement, the plan of

conversion and the transactions contemplated by the merger agreement, including the Conversion, on the terms and subject to the conditions set forth in the merger agreement, directed that the required merger proposals, as well as the optional vote matters, be submitted to Helix shareholders for approval and resolved to recommend that the Helix shareholders vote in favor of the required merger proposals, as well as the optional vote matters. The Helix Board recommends that Helix shareholders vote “FOR” each of the required merger proposals and the optional vote matters, including specifically “FOR” the share issuance proposal, “FOR” the authorized share increase proposal, “FOR” the second merger proposal, “FOR” the plan of conversion proposal, “FOR” the Jones Act provisions proposal, “FOR” the D&O citizenship matters proposal, “FOR” the exclusive forum proposal, “FOR” the officer exculpation proposal, “FOR” the removal of supermajority approval requirement proposal, “FOR” the corporate opportunities proposal, “FOR” the non-binding compensation proposal and “FOR” the adjournment proposal.

In evaluating the mergers, the Helix Board consulted with Helix’s management and legal and financial advisors and, in determining to approve the merger agreement and to recommend that Helix shareholders approve the required merger proposals, as well as the optional vote matters, the Helix Board considered a number of factors, many of which support the Helix Board’s determination that the merger agreement and the transactions contemplated by the merger agreement were fair to, advisable and in the best interests of, Helix and its shareholders. The Helix Board considered these factors as a whole without assigning relative weights to each such factor, and overall the Helix Board considered the relevant factors to be favorable to, and in support of, its determinations and recommendations. These factors included: