Every material Form 8-K Helix Energy Solutions Group has filed with the SEC since October 23, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Hornbeck Offshore Services disclosed new employment agreements for its CEO Todd M. Hornbeck and five other senior executives, dated September 1, 2026, in connection with the Helix Energy Solutions merger. It also adopted a 2026 inducement plan without stockholder approval and granted the CEO a performance-based award of up to 1,500,000 shares tied to $75 million in annualized gross synergies and stock price targets of $14 and $20 per share.
CEO agreement sets base salary of not less than $875,000, a 140% target bonus and a $4,500,000 target long-term incentive opportunity
Performance award of 1,000,000 PSUs granted September 4, 2026, with up to 1,500,000 shares, vesting on $75 million in run-rate synergies by year-end 2029 and stock price targets of $14 (target) and $20 (maximum)
Board reserved 1,500,000 shares under the 2026 Omnibus Inducement Incentive Plan, adopted September 2, 2026 without stockholder approval under NYSE Rule 303A.08
Executive equity grants on September 2, 2026 include $4,500,000 for the CEO and $1,400,000 to $800,000 for other executives in grant date fair value
Hornbeck Offshore completed mergers with Legacy Hornbeck, as shown by new Jones Act warrant agreements dated September 1, 2026, and a reconstituted board with William L. Transier as chairman. The filing also shows the termination of a $120 million Helix credit facility with no outstanding borrowings, an increase in revolving commitments to $125 million, and the departure of the chief executive, chief financial officer and general counsel.
Company issued 37,818,435 shares of common stock to consenting Legacy Hornbeck stockholders and assumed 8,617,903 Jones Act Warrants.
Helix terminated its $120 million asset-based credit facility with Bank of America; there were no outstanding borrowings.
First Incremental Facility Amendment raises revolving commitments to $125 million from $75 million, with $175 million of uncommitted incremental capacity.
Owen Kratz (CEO), Erik Staffeldt (CFO) and Ken Neikirk (general counsel) no longer hold their roles as of the Effective Time; Transier was appointed chairman.
Helix Energy Solutions reported second quarter 2026 net income of $22.7 million, or $0.15 per diluted share, compared with a net loss of $2.6 million a year earlier. Revenue rose to $304.0 million from $251.7 million, and Adjusted EBITDA reached $69.9 million versus $42.4 million. Helix withdrew its annual guidance because of the pending merger with Hornbeck, which shareholders will vote on August 31, 2026.
Revenue of $304.0 million in Q2 2026, up from $251.7 million in Q2 2025
Net income of $22.7 million ($0.15 per diluted share), including $7.5 million from discontinued operations, versus a net loss of $2.6 million a year earlier
Annual guidance withdrawn; special shareholder meeting scheduled August 31, 2026; merger expected to close September 1, 2026
Cash and cash equivalents of $652.2 million at June 30, 2026; no conference call due to the pending merger
Helix Energy Solutions Group, through subsidiary Helix Alliance Decom, sold all equity interests in its Gulf of America Shallow Water Abandonment business, called Alliance, to C-Dive, L.L.C. for $107.5 million in cash, subject to customary post-closing adjustments. The sale was signed and closed on May 1, 2026, and the filing says it supports Helix's focus on deepwater operations while it pursues a combination with Hornbeck Offshore Services. The filing does not report the business's revenue, profit, or the effect on Helix's financial results.
Sale price: $107.5 million cash at closing, subject to customary post-closing adjustments
Equity Purchase Agreement and closing both dated May 1, 2026; buyer is C-Dive, L.L.C., part of the Chouest Group
Alliance companies released as guarantors under the December 1, 2023 indenture with The Bank of New York Mellon Trust Company, N.A.
Helix separately announced a definitive agreement to combine with Hornbeck Offshore Services
Hornbeck Offshore Services and Helix Energy Solutions Group signed a merger agreement on April 22, 2026, under which Hornbeck becomes a subsidiary of Helix and the combined company takes the Hornbeck name and stays listed on the NYSE. Hornbeck shareholders would own about 55% of the combined company on a fully diluted basis, and each Hornbeck share would convert into 10.27167 shares of the combined company. Closing depends on conditions including approval by Helix shareholders and regulatory clearances.
Merger Agreement dated April 22, 2026, among Helix Energy Solutions Group, Hornbeck Offshore Services and related subsidiaries
Each Hornbeck common share converts into 10.27167 shares of Helix common stock at the effective time
Hornbeck shareholders would own about 55% and Helix shareholders about 45% of the combined company, fully diluted
Majority of Hornbeck stockholders adopted the merger agreement by written consent; closing requires Helix shareholder approval, an effective Form S-4, and HSR antitrust waiting period expiration
Helix Energy Solutions reported a first quarter 2026 net loss of $13.4 million, or $(0.09) per diluted share, compared with net income of $3.1 million, or $0.02 per share, a year earlier, while revenue rose to $287.9 million from $278.1 million. Adjusted EBITDA fell to $32.3 million from $52.0 million, though free cash flow was $59.0 million versus $12.0 million and cash reached $501.3 million, which the company said gives it room for opportunities.
Net loss of $13.4 million, or $(0.09) per diluted share, versus net income of $3.1 million, or $0.02, in Q1 2025
Revenue of $287.9 million, up from $278.1 million in Q1 2025 but down from $334.2 million in Q4 2025
Adjusted EBITDA of $32.3 million versus $52.0 million in Q1 2025; free cash flow of $59.0 million versus $12.0 million
Cash and cash equivalents of $501.3 million at March 31, 2026; the company said it expects momentum to build in the second half of 2026
Helix Energy Solutions Group reported fourth-quarter 2025 revenue of $334.2 million and net income of $8.3 million, or $0.06 per diluted share, both down from a year earlier. The quarter included an approximately $18.1 million non-cash impairment on the Thunder Hawk field, and full-year 2025 net income fell to $30.8 million from $55.6 million. The company ended 2025 with $445.2 million in cash and cash equivalents, but the filing gives no earnings guidance for 2026 and management expects the near-term market to continue at its current pace.
Q4 2025 revenue was $334.2 million, down from $355.1 million in Q4 2024 and $377.0 million in Q3 2025.
Q4 2025 net income was $8.3 million, or $0.06 per diluted share, versus $20.1 million, or $0.13, a year earlier, after an approximately $18.1 million pre-tax impairment.
Full-year 2025 net income was $30.8 million, or $0.21 per diluted share, versus $55.6 million, or $0.36, in 2024.
Full-year 2025 free cash flow was $120.4 million versus $163.2 million in 2024; cash and cash equivalents were $445.2 million at December 31, 2025.
Helix Energy Solutions Group, OneSubsea and Schlumberger entities signed Amendment No. 2 on February 12, 2026, extending their Strategic Alliance Agreement by nine months, from January 5, 2026 to October 5, 2026. The alliance covers the joint design, manufacture, marketing and sale of integrated subsea well intervention equipment and services. The filing does not disclose financial terms, so its effect on Helix's results is not stated.
Amendment No. 2 was signed February 12, 2026, and extends the alliance term to October 5, 2026.
The original Strategic Alliance Agreement was entered into January 5, 2015, with a ten-year term.
The alliance was previously extended to January 5, 2026.
The full amendment is filed as Exhibit 10.1 to the 8-K.
Helix Energy Solutions Group said CEO and board member Owen Kratz has told the board he intends to retire. He will stay in the CEO role until the board appoints a successor, and the company says it is focused on continuity and a smooth transition. The filing gives no financial results or guidance, so the main shareholder impact is the pending change in top leadership.
Owen Kratz informed the board on December 17, 2025 of his intention to retire as President and CEO.
Kratz will continue as CEO until the board appoints a successor.
Kratz joined Helix (then Cal Dive International) in 1984 and was first appointed CEO in 1997.
Board Chairman Bill Transier said the board is seeking a next CEO with proven experience as a global business leader.
Helix Energy Solutions reported third quarter 2025 net income of $22.1 million, or $0.15 per diluted share, down from $29.5 million, or $0.19 per share, in the third quarter of 2024, though revenue rose to $377.0 million from $342.4 million. The company raised its full-year 2025 Adjusted EBITDA guidance to $240 million to $270 million, which matters to shareholders because it signals stronger expected earnings for the year, while year-over-year profit declined.
Q3 2025 revenues were $377.0 million, up from $342.4 million in Q3 2024 and $302.3 million in Q2 2025.
Q3 2025 Adjusted EBITDA was $103.7 million, compared with $87.6 million a year earlier and $42.4 million in Q2 2025.
Full-year 2025 Adjusted EBITDA guidance was raised to $240 million to $270 million; full-year Free Cash Flow is estimated at $100 million to $140 million.
Cash and cash equivalents were $338.0 million at September 30, 2025, and Net Debt was negative $30.6 million.
Helix Energy Solutions reported a second quarter 2025 net loss of $2.6 million, or $(0.02) per diluted share, compared with net income of $32.3 million a year earlier, as revenue fell to $302.3 million from $364.8 million. CEO Owen Kratz said customers are scaling back spending and pushing work into 2026, and that the company has risk-assessed its 2025 outlook accordingly, which weighs on shareholders' expectations for earnings.
Q2 2025 net loss of $2.6 million, or $(0.02) per diluted share, versus net income of $32.3 million, or $0.21 per diluted share, in Q2 2024
Q2 2025 revenue of $302.3 million versus $364.8 million in Q2 2024; Adjusted EBITDA of $42.4 million versus $96.9 million
About 4.6 million shares repurchased for about $30.0 million in Q2 2025; cash and cash equivalents were $319.7 million at June 30, 2025
Management said it has risk-assessed its 2025 outlook given customer spending cuts; the filing gives no numeric guidance
Helix Energy Solutions reported first-quarter 2025 net income of $3.1 million, or $0.02 per diluted share, compared with a net loss of $26.3 million a year earlier, but revenue fell to $278.1 million from $296.2 million and free cash flow dropped to $12.0 million from $61.2 million. The CEO cited seasonal slowdowns, falling commodity prices and some customers pausing work, and said the company still expects to generate meaningful free cash flow in 2025, without giving a figure.
Net income $3.1 million, or $0.02 per diluted share, vs. net loss of $26.3 million, or $(0.17), in Q1 2024 and net income of $20.1 million in Q4 2024
Revenue $278.1 million vs. $296.2 million in Q1 2024 and $355.1 million in Q4 2024
Adjusted EBITDA $52.0 million vs. $47.0 million in Q1 2024; free cash flow $12.0 million vs. $61.2 million in Q1 2024
Cash and cash equivalents $370.0 million at March 31, 2025; net debt was negative $58.9 million
Helix Energy Solutions reported fourth-quarter 2024 revenue of $355.1 million, up from $335.2 million a year earlier, and net income of $20.1 million, or $0.13 per diluted share, compared with $29.5 million in the third quarter and a net loss of $28.3 million in the fourth quarter of 2023. For full-year 2024, net income was $55.6 million, or $0.36 per diluted share, compared with a net loss of $10.8 million in 2023, and management said it expects to increase share repurchases in 2025.
Q4 2024 revenue was $355.1 million, versus $335.2 million in Q4 2023 and $342.4 million in Q3 2024.
Full-year 2024 net income was $55.6 million, or $0.36 per diluted share, versus a net loss of $10.8 million in 2023.
Full-year 2024 free cash flow was $163.2 million, versus $133.8 million in 2023; net debt was negative $52.9 million at December 31, 2024.
The company has repurchased over $40 million of its shares and expects to increase repurchases in 2025; the results teleconference is scheduled for February 25, 2025.
On February 17, 2025, Helix Energy Solutions Group and its OneSubsea and Schlumberger affiliates signed an amendment to their strategic alliance for subsea well intervention systems. The amendment extends the agreement's ten-year term by one year, to January 5, 2026, and reflects Cameron Lux V Sarl as successor to OneSubsea B.V. The filing discloses no financial terms, so the effect on Helix's results is not quantified.
Amendment dated February 17, 2025 extends the Alliance Agreement by one year, to January 5, 2026.
The original Strategic Alliance Agreement was entered into January 5, 2015 and provided a ten-year term.
Cameron Lux V Sarl is named as successor in interest to OneSubsea B.V.
The filing does not disclose financial terms of the amendment.
Helix Energy Solutions reported third quarter 2024 net income of $29.5 million, or $0.19 per diluted share, up from $15.6 million in the third quarter of 2023 but down from $32.3 million in the second quarter of 2024. Revenue fell to $342.4 million from $395.7 million a year earlier, and adjusted EBITDA was $87.6 million compared with $96.4 million, so shareholders see higher year-over-year profit alongside lower sales and EBITDA.
Net income $29.5 million, or $0.19 per diluted share, versus $32.3 million ($0.21) in Q2 2024 and $15.6 million ($0.10) in Q3 2023.
Revenue of $342.4 million versus $395.7 million in Q3 2023 and $364.8 million in Q2 2024.
Adjusted EBITDA of $87.6 million versus $96.4 million in Q3 2023 and $96.9 million in Q2 2024.
Cash and cash equivalents were $324.1 million on September 30, 2024, and Net Debt was negative $9.4 million; three well intervention contracts added over $800 million to backlog.
Briefs filed under another ticker of the same company: HOS.
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