SEC Form 4 filed by EVP, GEN COUNSEL & SECRETARY Neikirk Kenneth English
$HLX
Oilfield Services/Equipment
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HELIX ENERGY SOLUTIONS GROUP INC [ HLX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 01/01/2026 | M | 15,402 | (1) | (2) | Common Stock | 15,402 | $0 | 15,402 | D | ||||
| Restricted Stock Units | (3) | 01/01/2026 | M | 16,988 | (3) | (4) | Common Stock | 16,988 | $0 | 33,978 | D | ||||
| Restricted Stock Units | (5) | 01/01/2026 | A | 83,732 | (5) | (6) | Common Stock | 83,732 | $0 | 83,732 | D | ||||
| Performance Share Units | (7) | 01/01/2026 | A | 167,464(8) | (7) | (9) | Common Stock | 167,464 | $0 | 167,464 | D | ||||
| Restricted Stock Units | (10) | 01/03/2026 | M | 21,455 | (10) | (11) | Common Stock | 21,455 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit ("2024 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2024 RSUs on January 1, 2025, forfeiture restrictions with respect to an additional one-third of the grant lapsed on January 1, 2026 and forfeiture restrictions with respect to the last one-third of the grant are scheduled to lapse on January 1, 2027. The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") elected to pay in cash the value of the 2024 RSUs for which forfeiture restrictions lapsed on January 1, 2026. |
| 2. Upon lapse of the forfeiture restrictions of the 2024 RSUs. |
| 3. Each Restricted Stock Unit ("2025 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2025 RSUs on January 1, 2026, forfeiture restrictions with respect to an additional one-third of the grant are scheduled to lapse on January 1, 2027 and forfeiture restrictions with respect to the last one-third of the grant are scheduled to lapse on January 1, 2028. The Compensation Committee elected to pay in cash the value of the 2025 RSUs for which forfeiture restrictions lapsed on January 1, 2026. |
| 4. Upon lapse of the forfeiture restrictions of the 2025 RSUs. |
| 5. This Restricted Stock Unit ("2026 RSU") award was granted pursuant to the Company's 2005 Long Term Incentive Plan (as Amended and Restated effective May 15, 2024, the "LTIP") and each 2026 RSU represents the contingent right to receive one share of Company common stock. Forfeiture restrictions are scheduled to lapse with respect to the 2026 RSUs granted on the basis of one-third of the grant on January 1, 2027, an additional one-third of the grant on January 1, 2028 and the remaining one-third of the grant on January 1, 2029. Upon each 2026 RSU vesting, the Compensation Committee has the option to pay the value in cash at its discretion. |
| 6. Upon lapse of the forfeiture restrictions of the 2026 RSUs. |
| 7. This Performance Share Unit ("2026 PSU") award was granted pursuant to the LTIP and each 2026 PSU represents the contingent right to receive one share of Company common stock. Actual number of 2026 PSUs upon vesting may range from 0% to 200% dependent on the Company's performance over the three-year period from January 1, 2026 through December 31, 2028. Upon 2026 PSU vesting, the Compensation Committee has the option to pay the value in cash at its discretion. |
| 8. Amount reported represents 200% of the number of 2026 PSUs granted and is the maximum number that may be earned. |
| 9. Upon payment of the 2026 PSUs, which shall occur no later than March 15, 2029. |
| 10. Each Restricted Stock Unit ("2023 RSU") represents the contingent right to receive one share of Company common stock. Forfeiture restrictions lapsed with respect to one-third of the grant of the 2023 RSUs on January 3, 2024, forfeiture restrictions with respect to an additional one-third of the grant lapsed on January 3, 2025 and forfeiture restrictions with respect to the last one-third of the grant lapsed on January 3, 2026. The Compensation Committee elected to pay in cash the value of the 2023 RSUs for which forfeiture restrictions lapsed on January 3, 2026. |
| 11. Upon lapse of the forfeiture restrictions of the 2023 RSUs. |
| /s/ Ken Neikirk | 01/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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