SEC Filing | Helix Energy Solutions Group, Inc.

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HELIX ENERGY SOLUTIONS GROUP, INC._June 30, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________ to__________

Commission File Number: 001-32936

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)


Minnesota		95-3409686
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3505 West Sam Houston Parkway North
Suite 400
Houston Texas		77043
(Address of principal executive offices)		(Zip Code)

(281) 618–0400

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	HLX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

As of August 3, 2026, 147,382,447 shares of common stock were outstanding.

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TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets – June 30, 2026 (Unaudited) and December 31, 2025	3

	Condensed Consolidated Statements of Operations (Unaudited) – Three and six months ended June 30, 2026 and 2025	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three and six months ended June 30, 2026 and 2025	4

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) – Three and six months ended June 30, 2026 and 2025	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) – Six months ended June 30, 2026 and 2025	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	40

PART II.	OTHER INFORMATION	40

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	43

	Signatures	44

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands)


		June 30,			December 31,
		2026			2025
ASSETS
Current assets:
Cash and cash equivalents		$	652,234		$	418,289
Accounts receivable, net of allowance for credit losses of $2,523 and $2,564, respectively			204,864			240,604
Other current assets			82,368			65,321
Current assets of discontinued operations			—			100,778
Total current assets			939,466			824,992
Property and equipment			3,015,408			3,024,768
Less accumulated depreciation			(1,782,787)			(1,735,287)
Property and equipment, net			1,232,621			1,289,481
Operating lease right-of-use assets			287,061			301,711
Deferred certification and dry dock costs, net			56,059			69,959
Other assets, net			54,811			50,442
Non-current assets of discontinued operations			—			79,319
Total assets		$	2,570,018		$	2,615,904

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	124,049		$	111,587
Accrued liabilities			72,758			90,965
Current maturities of long-term debt			9,516			9,644
Current operating lease liabilities			64,794			60,208
Current liabilities of discontinued operations			—			27,274
Total current liabilities			271,117			299,678
Long-term debt			294,789			298,351
Operating lease liabilities			241,299			260,608
Deferred tax liabilities			104,765			105,571
Other non-current liabilities			74,392			71,433
Non-current liabilities of discontinued operations			—			351
Total liabilities			986,362			1,035,992
Commitments and contingencies
Shareholders’ equity:
Common stock, no par, 240,000 shares authorized, 147,382 and 147,186 shares issued, respectively			1,222,354			1,218,494
Retained earnings			408,228			398,914
Accumulated other comprehensive loss			(46,926)			(37,496)
Total shareholders’ equity			1,583,656			1,579,912
Total liabilities and shareholders’ equity		$	2,570,018		$	2,615,904

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

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
Net revenues		$	304,016		$	251,682		$	570,726		$	512,980
Cost of sales			247,818			238,228			496,849			460,406
Gross profit			56,198			13,454			73,877			52,574
Transaction-related costs			(8,340)			—			(8,340)			—
Selling, general and administrative expenses			(21,143)			(16,496)			(41,574)			(34,195)
Income (loss) from operations			26,715			(3,042)			23,963			18,379
Net interest expense			(4,372)			(6,176)			(9,781)			(12,213)
Other income (expense), net			(154)			437			144			80
Royalty income and other			218			(5)			1,906			1,411
Income (loss) from continuing operations before income taxes			22,407			(8,786)			16,232			7,657
Income tax provision (benefit)			7,142			(3,724)			6,209			1,335
Income (loss) from continuing operations			15,265			(5,062)			10,023			6,322
Income (loss) from discontinued operations, net of tax			7,455			2,464			(709)			(5,848)
Net income (loss)		$	22,720		$	(2,598)		$	9,314		$	474

Basic and diluted earnings (loss) per share of common stock:
Continuing operations		$	0.10		$	(0.04)		$	0.07		$	0.04
Discontinued operations			0.05			0.02			(0.01)			(0.04)
Net income (loss) per common share		$	0.15		$	(0.02)		$	0.06		$	0.00

Weighted average common shares outstanding:
Basic			147,220			148,515			147,192			149,770
Diluted			148,107			148,515			148,002			150,539

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

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)


		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2026			2025		2026			2025
Net income (loss)		$	22,720		$	(2,598)	$	9,314		$	474
Other comprehensive income (loss) - foreign currency translation gain (loss), net of tax			2,187			54,128		(9,430)			81,313
Comprehensive income (loss)		$	24,907		$	51,530	$	(116)		$	81,787

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

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands)


										Accumulated
										Other			Total
		Common Stock					Retained			Comprehensive			Shareholders’
		Shares		Amount			Earnings			Loss			Equity
Balance, March 31, 2026		147,296		$	1,220,461		$	385,508		$	(49,113)		$	1,556,856
Net income		—			—			22,720			—			22,720
Foreign currency translation adjustments		—			—			—			2,187			2,187
Activity in company stock plans, net and other		86			591			—			—			591
Share-based compensation		—			1,302			—			—			1,302
Balance, June 30, 2026		147,382		$	1,222,354		$	408,228		$	(46,926)		$	1,583,656

Balance, March 31, 2025		151,530		$	1,247,496		$	371,159		$	(73,390)		$	1,545,265
Net loss		—			—			(2,598)			—			(2,598)
Foreign currency translation adjustments		—			—			—			54,128			54,128
Repurchases of common stock		(4,643)			(30,183)			—			—			(30,183)
Activity in company stock plans, net and other		99			643			—			—			643
Share-based compensation		—			1,521			—			—			1,521
Balance, June 30, 2025		146,986		$	1,219,477		$	368,561		$	(19,262)		$	1,568,776


										Accumulated
										Other			Total
		Common Stock					Retained			Comprehensive			Shareholders’
		Shares		Amount			Earnings			Loss			Equity
Balance, December 31, 2025		147,186		$	1,218,494		$	398,914		$	(37,496)		$	1,579,912
Net income		—			—			9,314			—			9,314
Foreign currency translation adjustments		—			—			—			(9,430)			(9,430)
Activity in company stock plans, net and other		196			1,290			—			—			1,290
Share-based compensation		—			2,570			—			—			2,570
Balance, June 30, 2026		147,382		$	1,222,354		$	408,228		$	(46,926)		$	1,583,656

Balance, December 31, 2024		150,243		$	1,252,253		$	368,087		$	(100,575)		$	1,519,765
Net income		—			—			474			—			474
Foreign currency translation adjustments		—			—			—			81,313			81,313
Repurchases of common stock		(4,643)			(30,183)			—			—			(30,183)
Activity in company stock plans, net and other		1,386			(5,636)			—			—			(5,636)
Share-based compensation		—			3,043			—			—			3,043
Balance, June 30, 2025		146,986		$	1,219,477		$	368,561		$	(19,262)		$	1,568,776

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

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


		Six Months Ended
		June 30,
		2026			2025
Cash flows from operating activities:
Net income		$	9,314		$	474
Less: Loss from discontinued operations, net of tax			709			5,848
Income from continuing operations			10,023			6,322
Adjustments to reconcile income from continuing operations to net cash provided by (used in) continuing operating activities:
Depreciation and amortization, excluding amortization of deferred certification and dry dock costs			58,159			58,131
Amortization of deferred certification and dry dock costs			19,716			18,161
Deferred certification and dry dock costs			(8,412)			(30,571)
Amortization of debt discount			130			117
Amortization of debt issuance costs			1,083			1,015
Share-based compensation			2,772			3,274
Deferred income taxes			736			(687)
Unrealized foreign currency losses			(438)			(1,333)
Changes in operating assets and liabilities:
Accounts receivable, net			38,180			(71,310)
Other current assets			(4,161)			4,208
Income tax receivable			(7,821)			(18,232)
Accounts payable and accrued liabilities			(4,748)			26,293
Other, net			(3,717)			3,539
Net cash provided by (used in) continuing operating activities			101,502			(1,073)
Net cash provided by discontinued operating activities			14,181			382
Net cash provided by (used in) operating activities			115,683			(691)

Cash flows from investing activities:
Capital expenditures			(9,988)			(8,580)
Net cash used in continuing investing activities			(9,988)			(8,580)
Net cash provided by (used in) discontinued investing activities			104,208			(378)
Net cash provided by (used in) investing activities			94,220			(8,958)

Cash flows from financing activities:
Repayment of MARAD Debt			(4,763)			(4,537)
Repurchases of common stock and payments of related excise tax			(151)			(30,214)
Payments related to tax withholding for share-based compensation			(70)			(7,266)
Proceeds from issuance of ESPP shares			960			1,237
Net cash used in continuing financing activities			(4,024)			(40,780)
Net cash used in financing activities			(4,024)			(40,780)

Effect of exchange rate changes on cash and cash equivalents			1,159			2,142
Net increase (decrease) in cash and cash equivalents			207,038			(48,287)
Cash and cash equivalents ⁽¹⁾:
Balance, beginning of year			445,196			368,030
Balance, end of period		$	652,234		$	319,743

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

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

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation and New Accounting Standards

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

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

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

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

New accounting standards

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

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

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Note 2 — Company Overview

●

Production maximization — our assets and methodologies are specifically designed to safely and efficiently enhance and extend the lives of existing oil and gas reserves;

●

Decommissioning — we are a full-field abandonment contractor with vessels and systems to safely and efficiently decommission offshore wells and infrastructure; and

●

Renewables — we are an established global leader in jet trenching and provide specialty support services to renewable energy developments (primarily offshore wind farms), including boulder removal and unexploded ordnance clearance.

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

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

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

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

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

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

Note 3 — Discontinued Operations

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

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

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

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

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Financial Information of Discontinued Operations

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


		December 31,
		2025 ⁽¹⁾
Cash and cash equivalents		$	26,907
Accounts receivable, net			63,335
Other current assets			10,536
Current assets of discontinued operations		$	100,778

Property and equipment, net		$	73,013
Operating lease right-of-use assets			938
Deferred certification and dry dock costs, net			4,392
Other assets, net			976
Non-current assets of discontinued operations		$	79,319

Accounts payable		$	22,700
Accrued liabilities			3,986
Current operating lease liabilities			588
Current liabilities of discontinued operations		$	27,274

Operating lease liabilities			351
Non-current liabilities of discontinued operations		$	351

(1)

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

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


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026 ⁽¹⁾			2025			2026			2025
Net revenues		$	8,036		$	50,606		$	29,272		$	67,372
Cost of sales			13,745			49,112			43,832			77,460
Gross profit (loss)			(5,709)			1,494			(14,560)			(10,088)
Transaction-related costs			(1,456)			—			(1,456)			—
Selling, general and administrative expenses			(907)			(1,604)			(2,619)			(3,271)
Loss from operations			(8,072)			(110)			(18,635)			(13,359)
Net interest income			40			301			220			632
Gain on sale of discontinued operations			16,114			—			16,114			—
Income (loss) from discontinued operations before income taxes			8,082			191			(2,301)			(12,727)
Income tax provision (benefit)			627			(2,273)			(1,592)			(6,879)
Income (loss) from discontinued operations, net of tax		$	7,455		$	2,464		$	(709)		$	(5,848)

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

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


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
Capital expenditures		$	—		$	164		$	—		$	378
Deferred certification and dry dock costs			2,021			1,941			7,093			3,360
Depreciation and amortization			1,793			5,901			7,248			11,579

Note 4 — Details of Certain Accounts

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


		June 30,			December 31,
		2026			2025
Prepaids		$	30,524		$	28,949
Income tax receivable			14,648			7,383
Contract assets (Note 9)			9,414			3,156
Deferred costs (Note 9)			21,136			18,678
Other			6,646			7,155
Total other current assets		$	82,368		$	65,321

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


		June 30,			December 31,
		2026			2025
Prepaid charter ⁽¹⁾		$	12,544		$	12,544
Deferred costs (Note 9)			10,221			6,910
Other receivable ⁽²⁾			28,614			27,291
Intangible assets with finite lives, net			2,126			2,287
Other			1,306			1,410
Total other assets, net		$	54,811		$	50,442

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

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

Accrued liabilities consist of the following (in thousands):


		June 30,			December 31,
		2026			2025
Accrued payroll and related benefits		$	40,418		$	41,926
Accrued interest			10,003			10,102
Deferred revenue (Note 9)			5,670			17,115
Other			16,667			21,822
Total accrued liabilities		$	72,758		$	90,965

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


		June 30,			December 31,
		2026			2025
Asset retirement obligations (Note 13)		$	71,882		$	68,770
Other			2,510			2,663
Total other non-current liabilities		$	74,392		$	71,433

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Note 5 — Leases

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

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


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
Operating lease cost		$	22,525		$	23,022		$	45,136		$	43,925
Variable lease cost			1,219			2,685			1,695			5,030
Short-term lease cost			6,700			9,812			14,602			17,234
Sublease income			(30)			(29)			(60)			(58)
Net lease cost		$	30,414		$	35,490		$	61,373		$	66,131

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


					Facilities and
		Vessels			Equipment			Total
Less than one year		$	80,825		$	3,512		$	84,337
One to two years			79,671			4,891			84,562
Two to three years			59,651			3,006			62,657
Three to four years			54,967			4,797			59,764
Four to five years			43,259			3,884			47,143
Over five years			16,841			10,273			27,114
Total lease payments			335,214			30,363			365,577
Less: imputed interest			(51,840)			(7,644)			(59,484)
Total operating lease liabilities		$	283,374		$	22,719		$	306,093

Current operating lease liabilities		$	61,951		$	2,843		$	64,794
Non-current operating lease liabilities			221,423			19,876			241,299
Total operating lease liabilities		$	283,374		$	22,719		$	306,093

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


					Facilities and
		Vessels			Equipment			Total
Less than one year		$	77,129		$	3,627		$	80,756
One to two years			76,334			4,129			80,463
Two to three years			65,278			3,905			69,183
Three to four years			53,006			3,869			56,875
Four to five years			59,020			4,636			63,656
Over five years			27,237			11,950			39,187
Total lease payments			358,004			32,116			390,120
Less: imputed interest			(60,774)			(8,530)			(69,304)
Total operating lease liabilities		$	297,230		$	23,586		$	320,816

Current operating lease liabilities		$	57,240		$	2,968		$	60,208
Non-current operating lease liabilities			239,990			20,618			260,608
Total operating lease liabilities		$	297,230		$	23,586		$	320,816

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


		June 30,		December 31,
		2026		2025
Weighted average remaining lease term		4.6	years	5.0	years
Weighted average discount rate		7.62	%	7.68	%

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


		Six Months Ended
		June 30,
		2026			2025
Cash paid for operating lease liabilities		$	45,100		$	42,740
Right-of-use assets related to new operating lease liabilities ⁽¹⁾			18,535			14,692

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

See Note 14 for additional information on our significant leases.

Note 6 — Long-Term Debt

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


		MARAD			2029
		Debt			Notes			Total
Less than one year		$	9,882		$	—		$	9,882
One to two years			—			—			—
Two to three years			—			300,000			300,000
Gross debt			9,882			300,000			309,882
Unamortized debt discount ⁽¹⁾			—			(816)			(816)
Unamortized debt issuance costs ⁽¹⁾			(366)			(4,395)			(4,761)
Total debt			9,516			294,789			304,305
Less current maturities			(9,516)			—			(9,516)
Long-term debt		$	—		$	294,789		$	294,789

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

Below is a summary of our indebtedness:

Credit Agreement

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

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

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

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

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

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

MARAD Debt

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

Senior Notes Due 2029 (“2029 Notes”)

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

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


		Redemption
Year		Price
2026		104.875%
2027		102.438%
2028 and thereafter		100.000%

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

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

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

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

Other

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

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
Interest expense	$	8,321		$	8,250		$	16,521		$	16,489
Interest income		(3,949)			(2,074)			(6,740)			(4,276)
Net interest expense	$	4,372		$	6,176		$	9,781		$	12,213

Note 7 — Income Taxes

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

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

Note 8 — Share Repurchase Programs

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

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

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Note 9 — Revenue from Contracts with Customers

Disaggregation of Revenue

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

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


		Well						Production			Intercompany			Total
		Intervention			Robotics			Facilities			Eliminations			Revenue
Three months ended June 30, 2026
Production maximization		$	69,630		$	19,791		$	29,723		$	(4,273)		$	114,871
Decommissioning			136,911			7,541			—			(5,791)			138,661
Renewables			—			47,482			—			—			47,482
Other			1,551			1,622			—			(171)			3,002
Total		$	208,092		$	76,436		$	29,723		$	(10,235)		$	304,016

Three months ended June 30, 2025
Production maximization		$	26,800		$	29,554		$	17,081		$	(694)		$	72,741
Decommissioning			128,762			7,233			—			(6,618)			129,377
Renewables			—			41,987			—			—			41,987
Other			1,224			6,798			—			(445)			7,577
Total		$	156,786		$	85,572		$	17,081		$	(7,757)		$	251,682

Six months ended June 30, 2026
Production maximization		$	136,797		$	29,190		$	48,459		$	(21,818)		$	192,628
Decommissioning			277,781			16,473			—			(12,088)			282,166
Renewables			—			84,239			—			—			84,239
Other			2,957			8,907			—			(171)			11,693
Total		$	417,535		$	138,809		$	48,459		$	(34,077)		$	570,726

Six months ended June 30, 2025
Production maximization		$	123,762		$	54,280		$	36,918		$	(4,665)		$	210,295
Decommissioning			229,445			11,249			—			(10,602)			230,092
Renewables			—			58,761			—			—			58,761
Other			1,953			12,324			—			(445)			13,832
Total		$	355,160		$	136,614		$	36,918		$	(15,712)		$	512,980

Contract Balances

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

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

Performance Obligations

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

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

Contract Fulfillment Costs

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

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

Note 10 — Earnings Per Share

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


		Three Months Ended					Three Months Ended
		June 30, 2026					June 30, 2025
		Income			Shares		Income			Shares
Basic:
Continuing operations:
Net income (loss)		$	22,720				$	(2,598)
Less: Income from discontinued operations, net of tax			(7,455)					(2,464)
Less: Undistributed earnings allocated to participating securities - continuing operations			(13)					—
Income (loss) available to common shareholders - continuing operations		$	15,252		147,220		$	(5,062)		148,515

Earnings (loss) per share, basic		$	0.10				$	(0.04)

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		Three Months Ended					Three Months Ended
		June 30, 2026					June 30, 2025
		Income			Shares		Income			Shares
Discontinued operations:
Income available to common shareholders - discontinued operations		$	7,449		147,220		$	2,464		148,515

Earnings per share, basic		$	0.05				$	0.02

Diluted:
Continuing operations:
Income (loss) available to common shareholders - continuing operations		$	15,252		147,220		$	(5,062)		148,515
Effect of dilutive securities:
Share-based awards other than participating securities			—		887			—		—
Net income (loss) available to common shareholders - continuing operations		$	15,252		148,107		$	(5,062)		148,515

Earnings (loss) per share, diluted		$	0.10				$	(0.04)

Discontinued operations:
Net income available to common shareholders - discontinued operations		$	7,449		148,107		$	2,464		148,515

Earnings per share, diluted		$	0.05				$	0.02


		Six Months Ended					Six Months Ended
		June 30, 2026					June 30, 2025
		Income			Shares		Income			Shares
Basic:
Continuing operations:
Net income		$	9,314				$	474
Less: Loss from discontinued operations, net of tax			709					5,848
Less: Undistributed earnings allocated to participating securities - continuing operations			(9)					(4)
Income available to common shareholders - continuing operations		$	10,014		147,192		$	6,318		149,770

Earnings per share, basic		$	0.07				$	0.04

Discontinued operations:
Loss available to common shareholders - discontinued operations		$	(708)		147,192		$	(5,844)		149,770

Loss per share, basic		$	(0.01)				$	(0.04)

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		Six Months Ended					Six Months Ended
		June 30, 2026					June 30, 2025
		Income			Shares		Income			Shares
Diluted:
Continuing operations:
Income available to common shareholders - continuing operations		$	10,014		147,192		$	6,318		149,770
Effect of dilutive securities:
Share-based awards other than participating securities			—		810			—		769
Net income available to common shareholders - continuing operations		$	10,014		148,002		$	6,318		150,539

Earnings per share, diluted		$	0.07				$	0.04

Discontinued operations:
Net loss available to common shareholders - discontinued operations		$	(708)		148,002		$	(5,844)		150,539

Loss per share, diluted		$	(0.01)				$	(0.04)

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


		Three Months Ended
		June 30, 2025
Diluted shares (as reported)		148,515
Share-based awards		742
Total		149,257

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

Note 11 — Employee Benefit Plans

Long-Term Incentive Plan

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


			Grant Date
			Fair Value
Date of Grant	Award Type	Shares/Units	Per Share/Unit		Vesting Period/Vesting Date
January 1, 2026 ⁽¹⁾	RSU	719,298	$	6.27	33% per year over three years
January 1, 2026 ⁽²⁾	PSU	605,661	$	6.93	100% on December 31, 2028

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

(2)	Reflects grants to our executive officers.

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

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

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

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

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

Defined Contribution Plans

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

Employee Stock Purchase Plan (“ESPP”)

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

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

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Note 12 — Business Segment Information

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

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


	Well						Production
	Intervention			Robotics			Facilities		Total
Three months ended June 30, 2026
External revenues	$	208,089		$	66,204		$	29,723	$	304,016
Intersegment revenues ⁽¹⁾		3			10,232			—		10,235
Segment revenues		208,092			76,436			29,723		314,251
Elimination of intersegment revenues										(10,235)
Total consolidated net revenues									$	304,016

Less ⁽²⁾:
Direct cost of revenues		(180,316)			(57,871)			(13,447)
Operations support		(4,141)			(1,553)			(135)
Selling, general and administrative expenses		(4,286)			(2,825)			(336)
Segment operating income	$	19,349		$	14,187		$	15,805	$	49,341

Three months ended June 30, 2025
External revenues	$	156,786		$	77,815		$	17,081	$	251,682
Intersegment revenues ⁽¹⁾		—			7,757			—		7,757
Segment revenues		156,786			85,572			17,081		259,439
Elimination of intersegment revenues										(7,757)
Total consolidated net revenues									$	251,682

Less ⁽²⁾:
Direct cost of revenues		(165,154)			(62,573)			(12,173)
Operations support		(3,938)			(1,345)			(154)
Selling, general and administrative expenses		(4,124)			(2,610)			(329)
Segment operating income (loss)	$	(16,430)		$	19,044		$	4,425	$	7,039

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	Well						Production
	Intervention			Robotics			Facilities		Total
Six months ended June 30, 2026
External revenues	$	404,048		$	118,219		$	48,459	$	570,726
Intersegment revenues ⁽¹⁾		13,487			20,590			—		34,077
Segment revenues		417,535			138,809			48,459		604,803
Elimination of intersegment revenues										(34,077)
Total consolidated net revenues									$	570,726

Less ⁽²⁾:
Direct cost of revenues		(370,350)			(108,062)			(39,352)
Operations support		(8,347)			(3,142)			(417)
Selling, general and administrative expenses		(8,632)			(5,645)			(794)
Segment operating income	$	30,206		$	21,960		$	7,896	$	60,062

Six months ended June 30, 2025
External revenues	$	355,160		$	120,902		$	36,918	$	512,980
Intersegment revenues ⁽¹⁾		—			15,712			—		15,712
Segment revenues		355,160			136,614			36,918		528,692
Elimination of intersegment revenues										(15,712)
Total consolidated net revenues									$	512,980

Less ⁽²⁾:
Direct cost of revenues		(335,187)			(104,208)			(24,437)
Operations support		(7,957)			(2,736)			(267)
Selling, general and administrative expenses		(8,476)			(5,279)			(845)
Segment operating income	$	3,540		$	24,391		$	11,369	$	39,300

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

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

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Reconciliation of segment profit or loss —
Segment operating income	$	49,341	$	7,039	$	60,062	$	39,300
Corporate, eliminations and other		(22,626)		(10,081)		(36,099)		(20,921)
Net interest expense		(4,372)		(6,176)		(9,781)		(12,213)
Other non-operating income, net		64		432		2,050		1,491
Income (loss) from continuing operations before income taxes	$	22,407	$	(8,786)	$	16,232	$	7,657

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Capital expenditures ⁽¹⁾ —
Well Intervention	$	1,753	$	1,391	$	3,925	$	4,359
Robotics		5,390		2,901		6,025		4,100
Production Facilities		—		—		—		—
Corporate, eliminations and other		34		14		38		121
Total	$	7,177	$	4,306	$	9,988	$	8,580

Depreciation and amortization ⁽²⁾ —
Well Intervention	$	33,436	$	33,387	$	65,809	$	63,978
Robotics		1,165		1,255		2,350		2,624
Production Facilities		4,832		4,761		9,645		9,510
Corporate and eliminations		33		85		71		180
Total	$	39,466	$	39,488	$	77,875	$	76,292

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

(2)

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

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

Note 13 — Asset Retirement Obligations

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


	2026		2025
AROs at January 1,	$	68,770	$	62,947
Accretion expense		3,112		2,847
AROs at June 30,	$	71,882	$	65,794

Note 14 — Commitments and Contingencies and Other Matters

Commitments

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

Contingencies and Claims

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

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

Note 15 — Statement of Cash Flow Information

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


	Six Months Ended
	June 30,
	2026		2025
Interest paid	$	15,405	$	15,442
Income taxes paid, net ⁽¹⁾		13,294		20,254

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

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

Note 16 — Allowance for Credit Losses

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


	2026		2025
Balance at January 1,	$	2,564	$	2,700
Additions (reductions) ⁽¹⁾		(41)		113
Balance at June 30,	$	2,523	$	2,813

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

Note 17 — Fair Value Measurements

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

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


	June 30, 2026				December 31, 2025
	Principal		Fair		Principal		Fair
	Amount ⁽¹⁾		Value ⁽²⁾		Amount ⁽¹⁾		Value ⁽²⁾
MARAD Debt (matures February 2027)	$	9,882	$	9,855	$	14,645	$	14,611
2029 Notes (mature March 2029)		300,000		314,628		300,000		317,250
Total debt	$	309,882	$	324,483	$	314,645	$	331,861

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

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

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

FORWARD-LOOKING STATEMENTS AND ASSUMPTIONS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains or incorporates by reference various statements that contain forward-looking information regarding Helix and represent our current expectations or forecasts of future events. This forward-looking information is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995 as set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements included herein or incorporated by reference herein that are predictive in nature, that depend upon or refer to future events or conditions, or that use terms and phrases such as “achieve,” “anticipate,” “believe,” “estimate,” “budget,” “expect,” “forecast,” “plan,” “project,” “propose,” “strategy,” “predict,” “envision,” “hope,” “intend,” “will,” “continue,” “may,” “potential,” “should,” “could” and similar terms and phrases are forward-looking statements although not all forward-looking statements contain such identifying words. Included in forward-looking statements are, among other things:

●

statements regarding our business strategy, corporate initiatives and any other business plans, forecasts or objectives, any or all of which are subject to change;

●

statements regarding projections of revenues, gross margins, expenses, earnings or losses, capital spending, share repurchases, working capital, debt and liquidity, cash flows, future operating expenditures or other financial items;

●

statements regarding our backlog and commercial contracts and rates thereunder;

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statements regarding our ability to enter into, renew and/or perform commercial contracts, including the scope, timing and outcome of those contracts;

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statements regarding the spot market, the continuation of our current backlog, visibility and future utilization, our spending and cost management efforts and our ability to manage changes, oil price volatility and its effects and results on the foregoing as well as our protocols and plans;

●

statements regarding general economic or political conditions, whether international, national or in the regional or local markets in which we do business;

●

statements regarding energy transition and energy security;

●

statements regarding our ability to identify, effect and integrate mergers, acquisitions, joint ventures or other transactions and any subsequently identified legacy issues with respect thereto;

●

statements regarding the proposed Transactions and the consummation thereof;

●

statements regarding the acquisition, construction, completion, upgrades to or maintenance and/or regulatory certification of vessels, systems or equipment and any anticipated costs or downtime related thereto;

●

statements regarding any financing transactions or arrangements, or our ability to enter into such transactions or arrangements;

●

statements regarding our trade receivables and their collectability;

●

statements regarding potential legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;

●

statements regarding our sustainability initiatives and the successes thereon or regarding our environmental efforts, including with respect to greenhouse gas emissions;

●

statements regarding global, market or investor sentiment with respect to fossil fuels;

●

statements regarding our existing activities in, and future expansion into, the offshore renewable energy market;

●

statements regarding potential developments, industry trends, performance or industry ranking;

●

statements regarding our human capital management, including our ability to retain our senior management and other key employees;

●

statements regarding our share repurchase authorization or program;

●

statements regarding the underlying assumptions related to any projection or forward-looking statement;

●

statements regarding the sale of Helix Alliance, including ongoing involvement, purchase price adjustments and use of proceeds; and

●

any other statements that relate to non-historical or future information.

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Although we believe that the expectations reflected in our forward-looking statements are reasonable and are based on reasonable assumptions, they do involve risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include:

●

the impact of domestic and global economic and market conditions and the future impact of such conditions on the offshore energy industry and the demand for our services;

●

the general impact of oil and natural gas price volatility and the cyclical nature of the oil and gas market;

●

the receipt of approval from our shareholders with respect to the Transactions, to the extent such approval is required;

●

the time required to complete the Transactions, and the risk that the Transactions are not completed on the anticipated timeline or at all;

●

the uncertainty as to whether the conditions precedent to closing the Transactions will be satisfied or whether the Transactions will be completed;

●

the uncertainty as to whether meger-related litigation, including any appraisal or other shareholder actions, will occur and, if so, the results of any litigation, settlements and investigations;

●

the ultimate timing, outcome and results of integrating the operations of Helix and Hornbeck, including difficulties and delays relating to such integration and/or delays in realizing anticipated synergies, cost savings and other expected benefits of the Transactions, if at all;

●

the occurrence of any event, change or other circumstances that could give rise to termination of the Merger Agreement (which, in certain specified circumstances, may require the payment by Helix or Hornbeck of a termination fee and expense reimbursement);

●

disruption to Helix’s or Hornbeck’s current plans and operations as a result of the announcement and pendency of the Transactions;

●

the potential impact of geopolitical and domestic policy changes, including tariffs, that may negatively affect oil and gas production and/or pricing or adversely impact offshore renewable energy projects, costs of materials, regulations surrounding safe offshore well intervention, regulations of decommissioning offshore oil and gas wells, and global trade, economic growth and stability;

●

the potential effects of regional tensions that have escalated or may escalate, including into conflicts or wars, and their impact on the global economy, the oil and gas market, our operations, international trade, or our ability to do business with certain parties or in certain regions, and any governmental sanctions resulting therefrom;

●

the execution, timing and results of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, and any amounts payable in connection therewith, and the determination whether or not to pursue or effect such initiatives, or to do so on different terms or timelines than previously contemplated;

●

the operating results of acquired properties and/or equipment;

●

the impact of inflation and our ability to recoup rising costs in the rates we charge to our customers;

●

the impact of our ability to secure and realize backlog, including any potential cancellation, deferral or modification of our work or contracts by our customers;

●

the ability to effectively bid, renew and perform our contracts, including the impact of equipment problems or failure;

●

the impact of the imposition by our customers of rate reductions, fines and penalties with respect to our operating assets;

●

the impact of current and future laws and governmental regulations and how they will be interpreted or enforced, including related to fossil fuel production, decommissioning, and litigation and similar claims in which we may be involved;

●

the future impact of international activity and trade agreements on our business, operations and financial condition;

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the performance of contracts by customers, suppliers and other counterparties;

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the results of our continuing efforts to control costs and improve performance;

●

unexpected future operations expenditures, including the amount and nature thereof;

●

the effectiveness and timing of our vessel and/or system upgrades, regulatory certification and inspection as well as major maintenance items;

●

operating hazards, including unexpected delays in the delivery, chartering or customer acceptance, and terms of acceptance, of our assets;

●

the effect of adverse weather conditions and/or other risks associated with marine operations;

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the impact of foreign currency exchange controls, potential illiquidity of those currencies and exchange rate fluctuations;

●

the effectiveness of our risk management activities and processes, including with respect to our cybersecurity initiatives and disclosures;

●

the effects of competition;

●

the availability of capital (including any financing) to fund our business strategy and/or operations;

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the effects of our indebtedness, our ability to comply with debt covenants and our ability to reduce capital commitments;

●

the impact of our stock price on our financing activities such as repurchases of our common stock under share repurchase programs;

●

the effectiveness of our sustainability initiatives and disclosures;

●

the effectiveness of any future hedging activities;

●

the potential impact of a negative event related to our human capital management, including a loss of one or more key employees;

●

the impact of general, market, industry or business conditions;

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the factors generally described in Item 1A. Risk Factors in our 2025 Form 10-K; and

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the factors generally described under the heading titled “Risk Factors” in our proxy statement/prospectus filed pursuant to Rule 424(b) under the Securities Act (File No. 333-296508) on July 31, 2026, forming part of the Registration Statement on Form S-4, initially filed by us on June 4, 2026 and declared effective on July 31, 2026.

Our actual results could also differ materially from those anticipated in any forward-looking statements as a result of a variety of factors, including those described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

We caution you not to place undue reliance on forward-looking statements. Forward-looking statements are only as of the date they are made, and other than as required under the securities laws, we assume no obligation to update or revise forward-looking statements, all of which are expressly qualified by the statements in this section, or provide reasons why actual results may differ. All forward-looking statements, express or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We urge you to carefully review and consider the disclosures made in this Quarterly Report and our reports filed with the SEC and incorporated by reference in our 2025 Form 10-K that attempt to advise interested parties of the risks and factors that may affect our business.

EXECUTIVE SUMMARY

Our Business

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

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

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

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

Current Market Environment

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

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

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

Outlook

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

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

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Backlog

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

RESULTS OF OPERATIONS

Non-GAAP Financial Measures

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

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

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

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


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
Net income (loss)		$	22,720		$	(2,598)		$	9,314		$	474
Less: Income (loss) from discontinued operations			(7,455)			(2,464)			709			5,848
Income (loss) from continuing operations			15,265			(5,062)			10,023			6,322
Adjustments:
Income tax provision (benefit)			7,142			(3,724)			6,209			1,335
Net interest expense			4,372			6,176			9,781			12,213
Depreciation and amortization			39,466			39,488			77,875			76,292
Other (income) expense, net			154			(437)			(144)			(80)
Transaction-related costs			8,340			—			8,340			—
General provision for (release of) current expected credit losses			(66)			198			(41)			113
Adjusted EBITDA from continuing operations			74,673			36,639			112,043			96,195
Adjusted EBITDA from discontinued operations			(4,823)			5,791			(9,931)			(1,780)
Adjusted EBITDA		$	69,850		$	42,430		$	102,112		$	94,415

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


		Six Months Ended
		June 30,
		2026			2025
Cash flows from continuing operating activities		$	101,502		$	(1,073)
Less: Net capital expenditures from continuing operations			(9,988)			(8,580)
Free Cash Flow from continuing operations			91,514			(9,653)
Free Cash Flow from discontinued operations			14,181			4
Free Cash Flow		$	105,695		$	(9,649)

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


		June 30,			December 31,
		2026			2025
Long-term debt including current maturities		$	304,305		$	307,995
Less: Cash and cash equivalents ⁽¹⁾			(652,234)			(445,196)
Net Debt		$	(347,929)		$	(137,201)

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

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Comparison of Three Months Ended June 30, 2026 and 2025

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


		Three Months Ended						Increase/
		June 30,						(Decrease)
		2026			2025			Amount			Percent
Net revenues —
Well Intervention		$	208,092		$	156,786		$	51,306		33	%
Robotics			76,436			85,572			(9,136)		(11)	%
Production Facilities			29,723			17,081			12,642		74	%
Intercompany eliminations			(10,235)			(7,757)			(2,478)
		$	304,016		$	251,682		$	52,334		21	%

Gross profit (loss) —
Well Intervention		$	23,635		$	(12,306)		$	35,941		292	%
Robotics			17,012			21,654			(4,642)		(21)	%
Production Facilities			16,141			4,754			11,387		240	%
Corporate, eliminations and other			(590)			(648)			58
		$	56,198		$	13,454		$	42,744		318	%

Gross margin —
Well Intervention			11	%		(8)	%
Robotics			22	%		25	%
Production Facilities			54	%		28	%
Total from continuing operations			18	%		5	%

Number of vessels or Robotics assets ⁽¹⁾ / Utilization ⁽²⁾
Well Intervention vessels			7 / 91	%		7 / 72	%
Robotics assets ⁽³⁾			48 / 67	%		48 / 62	%
Chartered Robotics vessels			6 / 69	%		7 / 95	%

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

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

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

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


		Three Months Ended
		June 30,						Increase/
		2026			2025			(Decrease)
Well Intervention		$	3		$	—		$	3
Robotics			10,232			7,757			2,475
		$	10,235		$	7,757		$	2,478

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


		Three Months Ended
		June 30,
		2026			2025
Transaction-related costs		$	8,340		$	—
Selling, general and administrative expenses			21,143			16,496
Net interest expense			4,372			6,176
Income tax provision (benefit)			7,142			(3,724)
Income from discontinued operations, net of tax			7,455			2,464

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

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

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

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

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

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

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

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

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

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

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

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

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

Comparison of Six Months Ended June 30, 2026 and 2025


		Six Months Ended						Increase/
		June 30,						(Decrease)
		2026			2025			Amount			Percent
Net revenues —
Well Intervention		$	417,535		$	355,160		$	62,375		18	%
Robotics			138,809			136,614			2,195		2	%
Production Facilities			48,459			36,918			11,541		31	%
Intercompany eliminations			(34,077)			(15,712)			(18,365)
		$	570,726		$	512,980		$	57,746		11	%

Gross profit (loss) —
Well Intervention		$	38,838		$	12,016		$	26,822		223	%
Robotics			27,605			29,670			(2,065)		(7)	%
Production Facilities			8,690			12,214			(3,524)		(29)	%
Corporate, eliminations and other			(1,256)			(1,326)			70
		$	73,877		$	52,574		$	21,303		41	%

Gross margin —
Well Intervention			9	%		3	%
Robotics			20	%		22	%
Production Facilities			18	%		33	%
Total from continuing operations			13	%		10	%

Number of vessels or Robotics assets ⁽¹⁾ / Utilization ⁽²⁾
Well Intervention vessels			7 / 87	%		7 / 69	%
Robotics assets ⁽³⁾			48 / 62	%		48 / 57	%
Chartered Robotics vessels			6 / 74	%		7 / 84	%

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

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

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

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


		Six Months Ended
		June 30,						Increase/
		2026			2025			(Decrease)
Well Intervention		$	13,487		$	—		$	13,487
Robotics			20,590			15,712			4,878
		$	34,077		$	15,712		$	18,365

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


		Six Months Ended
		June 30,
		2026			2025
Transaction-related costs		$	8,340		$	—
Selling, general and administrative expenses			41,574			34,195
Net interest expense			9,781			12,213
Income tax provision			6,209			1,335
Loss from discontinued operations, net of tax			709			5,848

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

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

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

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

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

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

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

Financial Condition and Liquidity

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


		June 30,			December 31,
		2026			2025
Net working capital		$	668,349		$	525,314
Long-term debt (excluding current maturities)			294,789			298,351
Liquidity			716,539			553,550

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Net Working Capital

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

Long-Term Debt

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

Liquidity

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

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

Cash Flows

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


		Six Months Ended
		June 30,
		2026			2025
Cash provided by (used in):
Operating activities		$	115,683		$	(691)
Investing activities			94,220			(8,958)
Financing activities			(4,024)			(40,780)

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

Operating Activities

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

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Investing Activities

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

Financing Activities

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

Material Cash Requirements

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

Long-term debt and other contractual commitments

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


		Total			Short-Term			Long-Term
MARAD debt		$	9,882		$	9,882		$	—
2029 Notes			300,000			—			300,000
Interest related to debt			80,172			30,041			50,131
Property and equipment			48,112			48,112			—
Operating leases ⁽¹⁾			705,710			162,091			543,619
Total cash obligations		$	1,143,876		$	250,126		$	893,750

(1)

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

Other material cash requirements

Other material cash requirements include the following:

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

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

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

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

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

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

RECENT DEVELOPMENTS

Planned Merger with Hornbeck Offshore Services, Inc.

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

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

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

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

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

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

Suspension of Repurchases of Common Stock under the 2023 Repurchase Program

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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

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

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

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

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

Item 4. Controls and Procedures

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

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

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

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

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Item 1A. Risk Factors

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

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

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

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

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

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

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

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

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

Issuer Purchases of Equity Securities


							(c)		(d)
							Total number		Approximate dollar
							of shares		value of shares
		(a)		(b)			purchased as		that may yet be
		Total number		Average			part of publicly		purchased under the
		of shares		price paid			announced plans		plans or programs ⁽¹⁾
Period		purchased		per share			or programs		(in thousands)
April 1 to April 30, 2026		—		$	—		—		$	128,380
May 1 to May 31, 2026		—			—		—			128,380
June 1 to June 30, 2026		—			—		—			128,380
		—		$	—		—

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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

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Item 6. Exhibits


Exhibit Number		Description		Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
2.1		Agreement and Plan of Merger, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc., Hornbeck Offshore Services, Inc., Odyssey Sub, Inc. and Hercules Sub LLC.		Exhibit 2.1 to the Current Report on Form 8-K filed on April 24, 2026 (001-32936)
3.1		2005 Amended and Restated Articles of Incorporation, as amended, of Helix Energy Solutions Group, Inc.		Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739)
3.2		Second Amended and Restated By-Laws of Helix Energy Solutions Group, Inc., as amended.		Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936)
4.1		Registration Rights Agreement, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc. and the holders party thereto.		Exhibit 4.1 to the Current Report on Form 8-K filed on April 24, 2026 (001-32936)
4.2		Securityholders Agreement, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc. and the holders party thereto.		Exhibit 4.2 to the Current Report on Form 8-K filed on April 24, 2026 (001-32936)
4.3		Supplemental Indenture, dated as of May 1, 2026, by and among Helix Energy Solutions Group, Inc., the Guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee.		Exhibit 4.1 to the Current Report on Form 8-K filed on May 5, 2026 (001-32936)
10.1		Equity Purchase Agreement by and among C-Dive, L.L.C., Helix Alliance Decom, LLC, and Helix Energy Solutions Group, Inc., dated as of May 1, 2026.		Exhibit 10.1 to the Current Report on Form 8-K filed on May 5, 2026 (001-32936)
31.1		Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Owen Kratz, Chief Executive Officer.		Filed herewith
31.2		Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Erik Staffeldt, Chief Financial Officer.		Filed herewith
32.1		Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.		Furnished herewith
101.INS		XBRL Instance Document.		The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.		Filed herewith
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.		Filed herewith
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.		Filed herewith
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.		Filed herewith
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.		Filed herewith
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).		Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		HELIX ENERGY SOLUTIONS GROUP, INC.
		(Registrant)

Date: August 6, 2026	By:	/s/ Owen Kratz
		Owen Kratz
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: August 6, 2026	By:	/s/ Erik Staffeldt
		Erik Staffeldt
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Owen Kratz, the President and Chief Executive Officer of Helix Energy Solutions Group, Inc., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Helix Energy Solutions Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2026

	/s/ Owen Kratz
	Owen Kratz
	President and Chief Executive Officer

EXHBIT 31.2

SECTION 302 CERTIFICATION

I, Erik Staffeldt, the Executive Vice President and Chief Financial Officer of Helix Energy Solutions Group, Inc., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Helix Energy Solutions Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2026

	/s/ Erik Staffeldt
	Erik Staffeldt
	Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350

(As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report of Helix Energy Solutions Group, Inc. (“Helix”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Owen Kratz, as President and Chief Executive Officer, and Erik Staffeldt, as Executive Vice President and Chief Financial Officer, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Helix.

Date: August 6, 2026


	/s/ Owen Kratz
	Owen Kratz
	President and Chief Executive Officer

Date: August 6, 2026


	/s/ Erik Staffeldt
	Erik Staffeldt
	Executive Vice President and Chief Financial Officer