HELIX ENERGY SOLUTIONS GROUP INC

Previous wording

This Quarterly Report on Form 10-Q 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, 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:

Current wording

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:

Previous wording

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 39 work-class ROVs, 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 Shallow Water Abandonment segment includes nine liftboats, six OSVs, three DSVs, one heavy lift derrick barge, one crew boat, 20 P&A systems and six CT systems. Our Production Facilities segment includes theHP I, the HFRS and our ownership of mature oil and gas properties.

Current wording

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 theHP 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.

Previous wording

Once end-of-life oil and gas wells have depleted their production, we P&A and decommission wells and infrastructure in our Well Intervention and Shallow Water Abandonment segments. We believe that our well intervention vessels have a competitive advantage in performing these services more efficiently than rigs, and with our suite of shallow water assets and capabilities, we are the only provider capable of providing all facets of decommissioning services in the Gulf of America shelf.

Current wording

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.

Previous wording

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 have since been volatile, ranging from the $80s to over $110 per barrel, and are expected to remain volatile during these tensions.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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 certain of our assets not under long-term contracts, namely in spot markets for our Well Intervention segment, specifically in the North Sea and on theQ4000 and theQ7000, and in our Shallow Water Abandonment segment. The recent improvements in 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.

Current wording

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 theQ4000 and theQ7000. 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.

Previous wording

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 expect long-term growth in our renewables services as the global demand for energy increases and the international energy market continues to expand offshore renewable energy developments. We expect the demand for shallow water decommissioning services in the Gulf of America to also improve over time as former owners address their decommissioning obligations related to oil and gas properties that have reverted to them following bankruptcies.

Current wording

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.

Previous wording

Our backlog is represented by signed contracts. As of March 31, 2026, our consolidated backlog totaled approximately $1.2 billion, of which $551 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 new multi-year agreements with NKT and CNR in the North Sea collectively represented approximately 83% of our total backlog as of March 31, 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.

Current wording

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.

Previous wording

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, 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.

Current wording

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.

Previous wording

We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities. 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 for the periods presented (dollars in thousands):

Current wording

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):

Previous wording

Net Revenues. Our consolidated net revenues for the three-month period ended March 31, 2026 increased by 4% as compared to the same period in 2025, primarily reflecting higher revenues in our Well Intervention, Robotics and Shallow Water Abandonment business segments, offset in part by lower revenues in our Production Facilities segment.

Current wording

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.

Previous wording

Our Robotics revenues increased by 22% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher overall ROV utilization and higher vessel activities, although vessel activities included fewer integrated vessel trenching days during the first quarter 2026. The first quarter 2026 included 381 chartered vessel days, which included 110 days of site clearance operations using three IROV boulder grabs, as compared to 244 chartered vessel days, which included 21 days of site clearance operations using an IROV boulder grab during the first quarter 2025. Overall ROV and trencher utilization increased to 56% during the first quarter 2026 as compared to 51% during the first quarter 2025. Integrated vessel trenching decreased to 122 days during the first quarter 2026 as compared to 135 days during the first quarter 2025.

Current wording

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 theGrand 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.

Previous wording

Our Production Facilities revenues decreased by 6% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting lower oil and gas production and prices from the Droshky field. The Thunder Hawk field was shut in during both quarters, but a successful workover was completed at the end of the first quarter 2026.

Current wording

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.

Previous wording

Gross Profit (Loss). Our consolidated gross profit decreased by $18.7 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting reduced profitability from our Well Intervention and Production Facilities segments, offset in part by increased profitability from our Robotics and Shallow Water Abandonment business segments.

Current wording

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.

Previous wording

Our Shallow Water Abandonment had a gross loss of $8.9 million for the three-month period ended March 31, 2026 as compared to a gross loss of $11.6 million for the same period in 2025 primarily due higher revenues during the first quarter 2026.

Current wording

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.

Previous wording

Our Robotics gross profit increased by $2.6 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher revenues during the first quarter 2026.

Current wording

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.

Previous wording

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $22.1 million for the three-month period ended March 31, 2026 as compared to $19.4 million for the same period in 2025, primarily reflecting higher employee compensation and professional service costs during the first quarter 2026.

Current wording

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.

Previous wording

Income Tax Provision (Benefit). Income tax benefit was $3.2 million for the three-month period ended March 31, 2026 as compared to income tax provision of $0.5 million for the same period in 2025. The effective tax rate for the first quarter 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. The effective rate for the first quarter 2025 was impacted by a discrete non-U.S. tax benefit.

Current wording

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.

Previous wording

Our Well Intervention revenues increased by 6% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on theQ7000 and theSeawell and higher project rates on theQ5000, offset in part by lower rates on theQ4000. TheQ7000 was fully utilized during the first quarter 2026 as compared to being operational for six days during the first quarter 2025 following its mobilization to and docking in Brazil. TheSeawell was reactivated and utilized for 54 days during the first quarter 2026 as compared to being idle throughout 2025. TheQ5000 achieved higher project-related rates during its workover of the Thunder Hawk field for our Production Facilities segment. TheQ4000 generated lower project-related rates during the first quarter 2026 as compared to those rates during its operations in Nigeria during the first quarter 2025.

Current wording

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 theQ5000, theSeawell and theQ7000, offset in part by lower revenues on theQ4000 and lower utilization on theSea Helix 1. Revenues increased on theQ5000, which underwent a 57-day planned regulatory docking during the second quarter 2025, and on theSeawell, which was idle throughout 2025. During the six-month period ended June 30, 2026, theQ7000 spent fewer days on transit, mobilization and docking, during which time all revenues and mobilization costs were deferred. TheQ4000 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 theSea Helix 1 as the vessel commenced its five-year regulatory docking mid-June 2026.

Previous wording

Our Well Intervention gross profit decreased by $9.1 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting lower profits in the Gulf of America, higher operating costs in Brazil, and lower incremental margins in the North Sea and on theQ7000.

Current wording

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.

Previous wording

Our Production Facilities had a gross loss of $7.5 million for the three-month period ended March 31, 2026 as compared to a gross profit of $7.5 million for the same period in 2025 primarily due to workover costs on the Thunder Hawk field and lower revenues during the first quarter 2026.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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 $9.4 million at March 31, 2026 and $9.6 million at December 31, 2025. See Note 5 for information relating to our long-term debt.

Current wording

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.

Previous wording

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 March 31, 2026 of $611.7 million included $501.3 million of cash and cash equivalents and $113.0 million of available borrowing capacity under the Amended ABL Facility (Note 5) 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.

Current wording

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.

Previous wording

We believe that our cash on hand, internally generated cash flows and availability under the Amended ABL Facility will be sufficient to fund our operations and expected capital spending, service our debt and other obligations, and execute our share repurchase program 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.

Current wording

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.

Previous wording

The following table provides summary data from our condensed consolidated statements of cash flows (in thousands):

Current wording

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):

Previous wording

Cash flows provided by operating activities for the three-month period ended March 31, 2026 increased as compared to the same period in 2025 primarily reflecting higher working capital inflows driven by collections of accounts receivable and lower regulatory certification costs on our vessels and systems, offset in part by lower earnings during the first quarter 2026. Regulatory certification costs, which are considered part of our capital spending program but are classified as operating cash flows, were $8.9 million and $17.9 million, respectively, during the comparable year over year periods.

Current wording

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.

Previous wording

Cash flows used in investing activities for the three-month period ended March 31, 2026 decreased as compared to the same period in 2025 primarily due to lower capital expenditures.

Current wording

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.

Previous wording

Net cash outflows from financing activities for the three-month period ended March 31, 2026 primarily reflect principal repayment of $4.8 million related to the MARAD Debt. Net cash outflows from financing activities for the three-month period ended March 31, 2025 primarily reflect 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.

Current wording

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.

Previous wording

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 $0.2 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.

Current wording

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.

Previous wording

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”).

Current wording

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.

Previous wording

Upon consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), we expect that current Helix shareholders will own approximately 45%, and current Hornbeck shareholders will own approximately 55%, of the Combined Company. Following the Transactions, our name will be changed to Hornbeck Offshore Services, Inc., and our common stock will remain listed on the New York Stock Exchange (the “NYSE”). The Mergers and the Transactions are expected to be consummated in the second half of 2026. However, no assurance can be given as to when, or if, the Mergers and the Transactions will be consummated.

Current wording

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.

Previous wording

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 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. 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 on Form 10-Q.

Current wording

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.

Previous wording

Effective April 22, 2026, our Board has decided to suspend all repurchases of shares of our common stock under the 2023 Repurchase Program. As of March 31, 2026, approximately $128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program. The 2023 Repurchase Program has no set expiration date, and our Board may authorize management to resume repurchases under the 2023 Repurchase Program in the future at its discretion. The manner, timing and amount of any future repurchases under the 2023 Repurchase Program, if repurchases under the 2023 Repurchase Program are resumed, will be determined by management at its discretion based on an evaluation of market conditions, stock price, liquidity and other factors. The 2023 Repurchase Program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion. Any shares repurchased under the 2023 Repurchase Program are cancelled.

Current wording

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.