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HORNBECK OFFSHORE SERVICES, INC.

For the period ended Aug 28, 2026. Filed Sep 1, 2026.

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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Aug 28, 2026 · Filed Sep 1, 2026

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HOS$5.31-0.9%Stored close · as of Nov 6, 2026
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INTRODUCTORY NOTE

As previously disclosed, on April 22, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), with Hornbeck Offshore Services, Inc., a Delaware corporation (“Legacy Hornbeck”), Odyssey Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Helix (“Parent Sub”), and Hercules Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Helix (“LLC Sub”). On September 1, 2026, following approval by the shareholders of Helix at a special meeting held on August 31, 2026 (the “Special Meeting”) and pursuant to and in accordance with the terms of the Merger Agreement, (i) Helix converted from a Minnesota corporation to a Delaware corporation (the “Conversion” and, Helix following such Conversion, “Helix Delaware”); (ii) following the Conversion, Parent Sub merged with and into Legacy Hornbeck (the “First Company Merger” and the effective time of such merger, the “Effective Time”), with Legacy Hornbeck surviving the First Company Merger as a wholly owned subsidiary of Helix Delaware (Legacy Hornbeck, as the surviving corporation in the First Company Merger, the “Surviving Corporation”); and (iii) one minute after the Effective Time, the Surviving Corporation merged with and into LLC Sub (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”), with LLC Sub surviving the Second Company Merger as a wholly owned subsidiary of Helix Delaware. Following the Mergers, Helix Delaware was renamed “Hornbeck Offshore Services, Inc.” (Helix Delaware, following the Mergers, the “Company” and, following the renaming, “Hornbeck”). It is expected that Hornbeck’s Common Stock (as defined below) will begin trading on the New York Stock Exchange under the new name and ticker symbol “HOS” on September 2, 2026.

At the Effective Time, (x) each issued and outstanding share of Helix common stock, without par value, converted into one share of common stock, par value $0.00001 per share, of Helix Delaware (“Common Stock”), and (y) each issued and outstanding share of Helix preferred stock, par value $0.01 per share, converted into one share of preferred stock, par value $0.00001 per share, of Helix Delaware. Further, upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Legacy Hornbeck common stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)) was automatically converted into the right to receive 10.27167 validly issued, fully paid and nonassessable shares of Common Stock, plus the cash value of any fractional shares that is payable pursuant to the Merger Agreement.

Additionally, at the Effective Time, (i) each outstanding Legacy Hornbeck warrant issued pursuant to that certain Creditor Warrant Agreement, dated as of September 4, 2020, as amended (the “Legacy Creditor Warrants”), was converted into the right to receive, in accordance with the Merger Agreement, a number of shares of Common Stock equal to the number of such holder’s Legacy Creditor Warrants multiplied by 7.556, plus the cash value of any fractional share that is payable pursuant to the Merger Agreement, (ii) each Legacy Hornbeck performance restricted stock unit award and restricted stock unit award that was outstanding as of immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive, in accordance with the Merger Agreement, a number of shares of Common Stock, (iii) each Helix restricted stock award that was outstanding immediately prior to the Effective Time fully vested as a share of Common Stock, (iv) each Helix performance share unit award and Helix restricted stock unit award that was outstanding as of immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive, in accordance with the Merger Agreement, a cash settlement, (v) each Legacy Hornbeck stock option that was outstanding as of immediately prior to the Effective Time is fully vested, assumed by the Company and converted into, in accordance with the Merger Agreement, a number of options in respect of Common Stock and (vi) each outstanding Legacy Hornbeck warrant issued pursuant to the Jones Act Warrant Agreement, dated as of September 4, 2020, as amended, restated or supplemented (the “Original Jones Act Warrant Agreement”), was assumed by the Company on aone-for-one basis, and subject to the applicable Jones Act (as defined below) restrictions in the Certificate of Incorporation (as defined below), became exercisable into a number of shares of Common Stock pursuant to the Amended and Restated Jones Act Warrant Agreement (as defined below).

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

The issuance of shares of Common Stock pursuant to the terms of the Merger Agreement, other than shares of Common Stock issued to the Consenting Stockholders (as defined below), and other shares of Common Stock reserved for issuance in connection with the Mergers, were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Helix’s registration statement on Form S-4, as amended(File No. 333-296508), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 31, 2026. The proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the registration statement, as amended and supplemented, contains additional information about the Mergers.

Item 1.01.Entry into a Material Definitive Agreement.
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