HOS 10-K & 10-Q changes, risk factors and insider trading

Our services are substantially affected by the condition of the oil and gas market, and in particular, the willingness of our oil and gas companiescustomers to make capital and other expenditures for offshore exploration, development, drilling and production operations. Although our services are used for other operations during the entire life cycle of a well, when industry conditions are unfavorable, oil and gas companies typically reduce their budgets for expenditures on all types of operations and defer certain activities to the extent possible.

We serve customers in many countries around the world and accordingly our business and operations are subject to the effects of global economic conditions, geopolitical developments and international conflicts. Geopolitical and international instability could lead to sanctions, tariffs, trade wars, embargoes and regional unrest, and related governmental actions could affect the global economy, our customers and our business. In addition, shifting geopolitical conditions could affect U.S. or foreign policies and priorities which could adversely impact our customers and our business. For example, in 2022, the U.K. enacted the Energy (Oil and Gas) Profits Levy of 2022 (“Energy Profits Levy”) imposing a windfall tax on profits for oil and gas companies operating in the U.K. and U.K Continental Shelf,Shelf. In November 2024, the U.K. increased the rate of the Energy Profits Levy on oil and gas companies to 38% and extended the period to which legislationthe Energy Profits Levy applies until March 31, 2030. The Energy Profits Levy has and could further adversely affect the operation and capital spending of our customers in the North Sea. In January 2025, a Presidential Memorandum was issued in the U.S. temporarily withdrawing wind energy leasing in the U.S. Outer Continental Shelf (“2025 Wind Energy Ban”) whichand couldthe affectDepartment of the Interior has since announced a separate pause on large-scale offshore wind projects. Due to ongoing judicial proceedings there is continued uncertainty on projects in the offshore wind industry.industry including our operations on the U.S. East Coast.

We continue to actively monitor ongoing and potential military hostilities globally including in Ukraine, Israel, Iran, South America, the Red Sea and the Middle East, as well as applicable laws, sanctions and trade control restrictions resulting therefrom. Any sanctions measures and increased governmental oversight and enforcement activities could adversely affect the global economy and supply chains as well as the oil and gas sector generally. The extent to which our operations and financial results may be affected by any such hostilities will depend on various factors, including the extent and duration of the conflicts and their related effects on operating and capital spending by our customers.

Inflation rates have been relatively low and stable over the previous three decades; however, inflation rates rose significantly between 2021 and 2024 due in part to supply chain disruptions and the effects of the COVID-19global pandemic.health pandemic and more recently relating to political and economic turmoil resulting from the proliferation of tariffs and escalation of global trade tensions. Although inflation rates have stabilized at a moderate level, future economic shocks, such as those due to tariffs and trade wars, could increase inflation levels going forward. We bear the costs of operating and maintaining our assets, including labor and material costs as well as recertificationcertification and dry dock costs. Although we may be able to reduce some of our exposure to price increases through the rates we charge, competitive market pressures may affect our ability to pass along price adjustments, which may result in reductions in our operating margins and cash flows in the future.

Although historically our service contracts were of relatively short duration, over the past few years we performed a number of long-term contracts. We currently have contracts with fivesix customers that represent approximately 90%82% of our total backlog as of December 31, 2024.2025. Any cancellation, termination or breach of those contracts would have a larger impact on our operating results and financial condition than of our shorter-term contracts. Furthermore, our ability to extend, renew or replace our long-term contracts when they expire or obtain new contracts as alternatives, and the terms of any such contracts, will continue to depend on various factors, including market conditions and the specific needs of our customers. Given the historically cyclical nature of the oil and gas market, as we have experienced, we may not be able to extend, renew or replace such contracts or we may be required to extend, renew or replace expiring contracts or obtain new contracts at rates that are below our existing contract rates, or that have other terms that are less favorable to us than our existing contracts. Failure to extend, renew or replace expiring contracts or secure new contracts at comparable rates and with favorable terms could have a material adverse effect on our financial position, results of operations and cash flows.

Industry uncertainty and domestic and global economic conditions, including the financial condition of our customers, suppliers, lenders, insurers and other financial institutions generally, could jeopardize the ability of such parties to perform their obligations to us, including obligations to pay amounts owed to us and to deliver goods and/or services to us in a timely manner. In the event one or more of our customers and/or suppliers is adversely affected by a global health emergency similar to the COVID-19 pandemic,emergency, our business with them may be affected. We may face an increased risk of customers deferring work, declining to commit to new work, asserting claims of force majeure and/or terminating contracts, or our customers’, subcontractors’ or partners’ inability to make payments or remain solvent. We may also face supply chain issues such as loss of access to spares and equipment, which could cause operational delays and loss of revenue.

Further, we charter our robotics support vessels under time charter agreements. We also have entered into long-term charter agreements for the SiemSea Helix 1 and Siem Helix 2 vessels. Should our contracts with customers be canceled, terminated or breached and/or if we do not secure work for the chartered vessels, we are still required to make charter payments. Making those payments absent revenue generation could have a material adverse effect on our financial position, results of operations and cash flows.

Asset upgrade, modification, refurbishment, repair, dry dockdock, vessel acquisition, fleet replacement and construction projects, and customer contractual acceptance of vessels, systems and other equipment, are subject to risks, including delays, cost overruns, loss of revenuerevenue, significant capital cost, and failure to commence or maintain contracts.

We incur significant upgrade, modification, refurbishment, repair and dry dock expenditures on our fleet from time to time. We also construct or make capital improvements to other assets. While some of these capital projects are planned, some are unplanned. Additionally, as assets age, they are more likely to be subject to higher maintenance and repair activities. These projects are subject to the many risks, including delay and cost overruns, inherent in any large capital project. We may also need to construct or acquire new vessels to maintain our current fleet size and the age of our fleet and the cost of constructing or adding a new vessel to our fleet can be substantial.

Marine operations conducted in the North Sea and the U.S. Gulf Coastof America shelf are seasonal and depend, in part, on weather conditions. Historically, we have enjoyed our highest North Sea vessel utilization rates during the summer and fall when weather conditions are more favorable for offshore operations, and we typically have experienced our lowest North Sea utilization rates in the first quarter. Helix Alliance experiences a slower winter season in its diving and certain vessel operations. As is common in our industry, where we do have utilization in these seasonal markets, we may bear the risk of delays caused by adverse weather conditions. Our results in any one quarter are not necessarily indicative of annual results or continuing trends.

Certain areas in which we operate experience unfavorable weather conditions including hurricanes and extreme storms on a relatively frequent basis. Substantially all of our facilities and assets offshore and along the U.S. Gulf Coastof America and the North Sea are susceptible to damage and/or total loss by these weather conditions. Damage caused by high winds and turbulent seas could potentially cause us to adjust service operations or curtail operations for significant periods of time until damage can be assessed and repaired. Moreover, even if we do not experience direct damage from any of these weather conditions, we may experience disruptions in our operations if our personnel is adversely impacted, or because customers may adjust their activities due to damage to their assets, platforms, pipelines and other related facilities.

The actual or perceived lack of sustainability of the oil and gas sector, or our failure to adequately implement and communicate initiatives that demonstrate our own sustainability,sustainability or our failure to adapt our sustainability efforts to evolving industry demand, may adversely affect our business.

Sustainability initiatives remain important factors in assessing a company’s outlook, as investors look to identify factors that they believe inform a company’s ability to create long-term value. The nature of the oil and gas sector in which we predominantly operate may impact the sustainability sentiment of investors, lenders, customers, other industry participants and individuals, to the extent the global markets value green energy and environmental conservation. Further, we may not succeed in implementing or communicating a sustainability message that is well understood or received. Alternatively, stakeholder sentiment may view sustainability initiatives as shifting attention away from shareholder value-oriented and profit-focused efforts, which could lead to a negative perception. As a result we may experience diminished reputation or sentiment, reduced access to capital markets and/or increased cost of capital, an inability to attract and retain talent, and loss of customers or vendors.

As of December 31, 2024,2025, we had consolidated indebtedness with a remaining principal amount of $315.2$314.6 million. The level of indebtedness may have an adverse effect on our future operations, including:

Risks of substantial costs and liabilities related to environmental compliance issues are inherent in our operations. Our operations are subject to extensive federal, state, local and international laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. Permits are required for the operations of various facilities, including vessels, and those permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, injunctions or both. In some cases, those governmental requirements can impose liability for the cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with applicable requirements when performed. It is possible that other developments, such as stricter environmental laws and regulations, or claims for damages to property or persons resulting from our operations, could result in substantial costs and liabilities. Our insurance policies and the contractual indemnity protections we seek to obtain from our counterparties, assuming they are obtained, may not be sufficient or effective to protect us under all circumstances or against all risk involving compliance with environmental laws and regulations. We do not anticipate that compliance with existing environmental laws and regulations will have a material effect upon our capital expenditures, earnings or competitive position. However, changes in environmental laws and regulations, changes in the ways such laws and regulations are interpreted or enforced, or claims for damages to persons, property, natural resources or the environment, could result in substantial costs and liabilities, and accordingly there can be no assurance that we will not incur significant environmental compliance costs or liabilities in the future.

As a multi-national organization, we are subject to taxation in multiple jurisdictions. The Organization for Economic Co-operation and Development, the European Union and individual taxing jurisdictions are focused on tax base erosion and profit shifting as well as minimum tax directives (including Pillar Two). These initiatives and directives continue to evolve along with country specific implementation legislation forthcoming.legislation. We anticipate increased disclosure and reporting to facilitate compliance with these directives. As the impact of proposed and future Pillar Two legislation cannot yet be determined, futureFuture changes may have adverse effects on us, including increased administrative and compliance costs.

We are subject to the Jones Act and other federal laws that restrict maritime cargo transportation between points in the U.S. We own vessels registered under the U.S. flag whose operations in the U.S. Gulf Coastof America may constitute coastwise trade. In order to operate vessels in the Jones Act trade and to be qualified to document vessels for coastwise trade, we must maintain U.S. citizen status for Jones Act purposes.purposes, Weand we could cease being a U.S. citizen if certain events were to occur, including if non-U.S. citizens were to own 25% or more of our common stock. We monitor our ownership for compliance with the Jones Act.occur. The consequences of our failure to comply with the Jones Act provisions on coastwise trade, including failing to qualify as a U.S. citizen, would have an adverse effect on our results of operations as we may be prohibited from operating certain of our vessels in the U.S. coastwise trade or, under certain circumstances, permanently lose U.S. coastwise trading rights or be subject to fines or forfeiture of certain our vessels. There have been attempts to repeal or amend restrictions contained in the Jones Act, and such attempts are expected to continue in the future. Our business could be adversely affected if the Jones Act were to be modified or repealed so as to permit foreign competition that is not subject to the same U.S. government imposed burdens.

We may execute a strategic transaction that may not achieve intended results, could increase our net debt or the number of our shares outstanding, or result in a change of control.

Our success depends on the active participation of our key employees. Our industry has lost a significant number of experienced professionals over the years due to its cyclical nature, including in connection with industry downturn and a decline in sentiment towards fossil fuels. Our success depends on the active participation of our key employees. The loss of our key people could adversely affect our operations. The delivery of our services also requires personnel with specialized skills, qualifications and experience. The demand for skilled workers can be high and the supply may be limited. A significant increase in the wages paid, or benefits offered, by competing employers could result in a reduction of our skilled labor force, increases to our cost structures, or both. As a result, our ability to remain productive and profitable will depend upon our ability to employ and retain skilled, qualified and experienced workers, and we may have competition for personnel with the requisite skill set.workers.

We rely on our information technologyIT infrastructure and management information systems to operate and record almost every aspect of our business. This may include confidential or personal information belonging to us, our employees, customers, suppliers, or others. Similar to other companies, our systems and networks, and those of third parties with whom we do business, could be subject to cybersecurity breaches caused by, among other things, illegal hacking,hacking and cybercriminals, insider threats, computerterrorism, viruses,nation-state phishing,actors, malware,competitors, ransomware,hostile media, or actshardware ofand vandalismsoftware or terrorism, or acts perpetrated by criminals or nation-state actors.vulnerabilities. Furthermore, we may also experience increased cybersecurity risk as some of our onshore personnel may periodically work remotely.

In addition to our own systems and networks, we use third-party service providers to process certain data or information on our behalf. Due to applicable laws and regulations, we may be held responsible for cybersecurity incidents attributed to our service providers to the extent it relates to information we share with them. Although we seek to require that these service providers implement and maintain reasonable security measures, we cannot control third parties and cannot guarantee that a security breach will not occur in their systems or networks. Despite our efforts to continually refine our procedures, educate our employees, and implement tools and security measures to protect against such cybersecurity risks, there can be no assurance that these measures will prevent unauthorized access or detect every type of attempt or attack. Our potential future upgrades, refinements, tools and measures may not be completely effective or result in the anticipated improvements, if at all, and may cause disruptions in our business operations.

Despite our efforts to continually refine our procedures, educate our employees, and implement tools and security measures to protect against such cybersecurity risks, there can be no assurance that these measures will prevent unauthorized access or detect every type of attempt or attack. Our potential future upgrades, refinements, tools and measures may not be completely effective or result in the anticipated improvements, if at all, and may cause disruptions in our business operations. In addition, a cyberattack or security breach could go undetected for an extended period of time, and the ensuingresulting investigation of thean incident wouldcould take time to complete. During that period, we may not necessarily know the impact to our systems or networks, costs and actions required to fully remediate and our initial remediation efforts may not be successful, and the errors or actions could be repeated before they are fully contained and remediated. A breach or failure of our systems or networks, critical third-party systems on which we rely, or those of our customers or vendors, could result in an interruption in our operations, disruption to certain systems that are used to operate our vessels or other assets, unplanned capital expenditures, unauthorized publication of our confidential business or proprietary information, unauthorized release of customer, employee or third party data, theft or misappropriation of funds, violation of privacy or other laws, and exposure to regulatory enforcement investigations, litigation or indemnity claims including resulting from customer-imposed cybersecurity controls or other related contractual obligations.claims. There could also be increased costs to detect, prevent, respond,respond to, or recover from cybersecurity incidents.incidents, along with diversion of attention from management. Any such breach, or our delay or failure to make adequate or timely disclosures to the public, regulatory or law enforcement agencies or affected individuals following such an event, could have a material adverse effect on our business, reputation, financial position, results of operations and cash flows, and cause reputational damage.

Along with our own data and information in the normal course of our business, we collect and retain certain data that is subject to specific laws and regulations. The compliant collection and processing of this datadata, both domestically and transferring of this data across international bordersinternationally, continues to increase in complexity. This data is subject to regulation at various levels of government in many areas of our business and in jurisdictions across the world, and other jurisdictions may in the future issuepromulgate further data privacy laws and regulations. The U.S. Federal Trade Commission recently adopted rules requiring the reporting of certain data breaches that may apply to our operations and those of our subsidiaries. As the number and complexities of such laws and regulations continue to increase, we will face increasingly complex compliance, monitoring, and control obligations. As the implementation, interpretation, and enforcement of such laws continues to progress and evolve, there may also be developments that amplify such risks. Any failure by us to comply with these laws and regulations, including as a result of a security or privacy breach, or otherwise, could expose us to litigation andor enforcement, and could result in significant penalties, fines, and other liabilities.

We are authorized to establish, without any action by our shareholders, the rights and preferences on up to 5,000,000 shares of preferred stock, including dividend, liquidation and voting rights. In addition, our by-laws divide our Board into three classes. We are also subject to certain anti-takeover provisions of the Minnesota Business Corporation Act. We have employment and other long-term incentive arrangements with all of our executive officers that could require cash and/or equity payments and covenants in our asset-based credit agreement (the “Amended ABL Facility”) and the indenture governing our Senior Notes due 2029 (the “2029 Notes”) that could put us in breach, in the event of a “change of control.” Any or all of these provisions or factors may discourage a takeover proposal or tender offer not approved by management and our Board and could result in shareholders who may wish to participate in such a proposal or tender offer receiving less in return for their shares than otherwise might be available in the event of a takeover attempt.

A global health emergency similar to the COVID-19 pandemic could lead to worldwide shutdowns and halting of commercial and interpersonal activity, resulting in a precipitous decline in oil prices and reduced operating and capital spending by oil and gas producers that may persist for an extended period of time, undermining the confidence in overall industry viability.

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 day 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 day 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.

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. Our operations service the life cycle of an oil and gas field and provide P&A and decommissioning services at the end of the life of a field as required by governmental regulations. 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 U.S. Gulf Coast shelf. The demand for P&A services should grow over the mid- to long-term as the subsea tree base expands, as government regulations continue to place stronger emphasis on decommissioning aged wells worldwide (including subsea trees as well as mature dry tree wells in the shallow waters of theAmerica U.S. Gulf Coast), as customers look to reduce their decommissioning obligations and as customers shift resources to renewable energy.shelf.

We support the energy transition to renewable energy primarily in our Robotics segment through our services in offshore wind farm developments, primarily 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 consumerindustry 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, for instance, the 2025 Wind Energy Ban. We expect growth in our renewables services as the global energy market continues offshore renewable energy developments.

We completed the redemption of the Convertible Senior Notes due 2026 (the “2026 Notes”) during the first quarter 2024. In August 2024, we extended the maturity of the Amended ABL Facilitycontinue to August 2029 and increased the letter of credit basket size in order to facilitate increased bonding needs on the Q4000 Nigeria campaign and various windfarm projects. We maintain our capital allocation policy of maintaining low levels of Net Debt, maintaining our existing assets, investingopportunistically intargeting targeted acquisitionsmarkets that complement and further our strategy, and using Free Cash Flow to return cash to shareholders through share repurchases (See “Results of Operations — Non-GAAP Financial Measures” below for definitions of Net Debt and Free Cash Flow).

Our backlog is represented by signed contracts. As of December 31, 2024,2025, our consolidated backlog totaled $1.4$1.3 billion, of which $681$694 million is expected to be performed in 2025.2026. As of December 31, 2024,2025, our various contracts with Shell and ExxonMobilSubsea 7 globally, our contracts with Trident Energy and Petrobras in Brazil, our contracts with Talos in the U.S. Gulf Coastof America, and our new multi-year agreements with NKT and CNR in the North Sea collectively represented approximately 90%82% of our total backlog. As of December 31, 2023,2024, our consolidated backlog totaled $850$1.4 million.billion. 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.

We define EBITDA as earnings before income taxes, net interest expense, gains and losses on equity investments, net other income or expense, and depreciation and amortization expense. Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable. To arrive at our measure of Adjusted EBITDA, we exclude gains or losses on disposition of assets, long-lived asset impairment losses, acquisition and integration costs, gains or losses related to convertible senior notes, the change in fair value of contingent consideration and the general provision for (release of) for 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 consolidated financial statements unless otherwise noted.

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, 2023 included $85.0 million of Alliance earnout consideration that was paid in cash on April 3, 2024.

Long-term debt in the table above, presented net of unamortized debt discount and debt issuance costs, includes our MARAD Debt, the 2026 Notes and the 2029 Notes and excludesthe MARAD Debt, excluding current maturities of $9.2$9.6 million and $48.3$9.2 million, respectively, at December 31, 20242025 and 2023.2024. For information relating to our long-term debt, see Note 7 to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report.

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 December 31, 2025 included $445.2 million of cash and cash equivalents and $110.9 million of available borrowing capacity under the Amended ABL Facility (Note 7) and excluded $2.5 million of pledged cash. Our liquidity at December 31, 2024 included $368.0 million of cash and cash equivalents and $66.6 million of available borrowing capacity under the Amended ABL Facility (Note 7) and excluded $5.0 million of pledged cash. Our liquidity at December 31, 2023 included $332.2 million of cash and cash equivalents and $99.3 million of available borrowing capacity under the Amended ABL Facility. The reduction in availability on the facility at December 31,2024 was attributable to higher letter of credit usage in order to support the Nigeria project on the Q4000.

There have been no material changes during the period ended MarchJune 31,30, 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 resultdelay inor anprevent injunction preventingthe 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,Helix’s, HornbeckHornbeck’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. The consummationOne of theTransactionsthe conditions to the closing of the Transactions is conditioned,that no law or governmental order is in part,effect uponthat thererestrains, beingenjoins, nomakes law, injunctionillegal or orderotherwise of any governmental body prohibitingprohibits the consummationclosing 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 pending or 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 Helix, Hornbeck or the Combinedrespective Company’s business,businesses, financial condition,conditions, results of operations and cash flows.flows of Helix, Hornbeck or the Combined Company.

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 HelixHelix’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.

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,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:

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 3941 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 segmentsegment, includeswhich 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. OurSee ProductionNote Facilities3 segmentfor includesadditional theinformation HPon I,discontinued the HFRS and our ownership of mature oil and gas properties.operations.

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.segment. We believe that our purpose-built 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.rigs.

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,volatile rangingamidst fromongoing conflict between the $80sU.S. toand over $110 per barrel,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.uncertainty, which have affected some customer spending, particularly in the Gulf of America.

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 the spot marketsmarket forin our Well Intervention segment, specifically in the North Sea and on the Q4000 and the Q7000, and in our Shallow Water Abandonment segment.Q7000. The recent improvementshigher, inalbeit 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 expectbelieve rising energy needs will also increase 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.

Our backlog is represented by signed contracts. As of MarchJune 31,30, 2026, our consolidated backlog totaled approximately $1.2$1.1 billion, of which $551$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 new multi-year agreements with NKT and CNR in the North Sea collectively represented approximately 83%80% of our total backlog as of MarchJune 31,30, 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.

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.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

We have fourthree reportable business segments in our continuing operations: Well Intervention, Robotics,Robotics and Production Facilities. We previously reported the Shallow Water Abandonment andsegment, Productionwhich Facilities.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):

Net Revenues. Our consolidated net revenues for the three-month period ended MarchJune 31,30, 2026 increased by 4%21% as compared to the same period in 2025, primarily reflecting higher revenues in our Well Intervention, RoboticsIntervention and ShallowProduction Water AbandonmentFacilities business segments, offset in part by lower revenues in our Production FacilitiesRobotics segment.

Our Robotics revenues increaseddecreased by 22%11% for the three-month period ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily reflecting higher overall ROV utilization and higherlower vessel activities, althoughwhich vesselwere activitiesimpacted includedby fewerthe integratedGrand vesselCanyon trenchingII daystransition to the North Sea during the firstquarter, offset in part by increased ROV and trenching activities during the second quarter 2026. The firstsecond quarter 2026 included 381374 chartered vessel days, which included 110137 days of site clearance operations using three IROV boulder grabs, as compared to 244537 chartered vessel days, which included 21190 days of site clearance operations using an IROV boulder grabgrabs during the firstsecond quarter 2025. Overall ROV and trencher utilization increased to 56%67% during the firstsecond quarter 2026 as compared to 51%62% during the firstsecond quarter 2025. Integrated vessel trenching decreasedincreased to 122171 days during the firstsecond quarter 2026 as compared to 135157 days during the firstsecond quarter 2025.

Our Production Facilities revenues decreasedincreased by 6%74% for the three-month period ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily reflecting lowerhigher oil and gas production and prices fromfollowing the Droshkyrecommencement field.of Theoperations on the Thunder Hawk field wasearly April 2026, which had been shut in during both quarters, but a successful workover was completed at the end of the first quarter 2026.2025.

Gross Profit (Loss). Our consolidated gross profit decreasedincreased by $18.7$42.7 million for the three-month period ended MarchJune 31,30, 2026 as compared to the same period in 2025, primarily reflecting reducedincreased profitability from our Well Intervention and Production Facilities business segments, offset in part by increasedreduced profitability from our Robotics and Shallow Water Abandonment business segments.segment.

Our ShallowWell WaterIntervention Abandonmentsegment had a gross lossprofit of $8.9$23.6 million for the three-month period ended MarchJune 31,30, 2026 as compared to a gross loss of $11.6$12.3 million for the same period in 20252025, primarily duereflecting higher revenues and incremental margins during the firstsecond quarter 2026.

Our Production Facilities had aRobotics gross lossprofit ofdecreased $7.5by $4.6 million for the three-month period ended MarchJune 31,30, 2026 as compared to a gross profit of $7.5 million for the same period in 20252025, primarily due to workover costs on the Thunder Hawk field andreflecting lower revenues during the firstsecond quarter 2026.

Selling, General and Administrative Expenses. Our selling,Production generalFacilities andgross administrativeprofit expensesincreased wereby $22.1$11.4 million for the three-month period ended MarchJune 31,30, 2026 as compared to $19.4 million for the same period in 2025,2025 primarily reflectingdue to higher employee compensation and professional service costsrevenues during the firstsecond quarter 2026.

Income Tax Provision (Benefit). Income tax benefitprovision was $3.2$7.1 million for the three-month period ended MarchJune 31,30, 2026 as compared to income tax provisionbenefit of $0.5$3.7 million for the same period in 2025. The effective tax rate for the firstsecond quarter 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. The effective rate for the firstsecond quarter 2025 was impacted by acertain non-U.S. discrete non-U.S.items taxand benefit.the jurisdictional mix of earnings.

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 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$9.5 million at MarchJune 31,30, 2026 and $9.6 million at December 31, 2025. See Note 56 for information relating to our long-term debt.

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 MarchJune 31,30, 2026 of $611.7$716.5 million included $501.3$652.2 million of cash and cash equivalents and $113.0$66.9 million of available borrowing capacity under the Amended ABL Facility (Note 56) 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, 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.

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):

Cash flows provided by operating activities for the three-monthsix-month period ended MarchJune 31,30, 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 onfor our vessels and systems, offsetsystems in partour bycontinuing lower earningsoperations during the firstsix-month quarterperiod ended June 30, 2026. Regulatory certification costs, which are considered part of our capital spending program but are classified as operating cash flows, were $8.9$8.4 million and $17.9$30.6 million, respectively, for continuing operations during the comparable year over year periods.

Net cash outflows from financing activities for the three-monthsix-month period ended MarchJune 31,30, 2026 primarily reflectreflected principal repayment of $4.8 million related to the MARAD Debt. Net cash outflows from financing activities for the three-monthsix-month period ended MarchJune 31,30, 2025 primarily reflectreflected 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.

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 MarchJune 31,30, 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 MarchJune 31,30, 2026.

Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note 1213). 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 MarchJune 31,30, 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.

On April 22, 2026, we entered into anthe Merger Agreement and Plan of Merger (the “Merger Agreement”) with HornbeckHornbeck, Offshore Services, Inc., a Delaware corporation (“Hornbeck”), OdysseyParent 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”).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”)Corporation, 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”),Sub, with LLC Sub continuing as the surviving entity (the “Combined Company”).Company.

Upon consummation of the transactionsTransactions, contemplatedwe 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 MergerCombined AgreementCompany (in connection with the “Transactions”),Mergers, wesecurityholders expect that currentof Helix shareholdersand Hornbeck immediately prior to the Mergers will ownown, on an as-converted basis, approximately 45%,45% and current55%, Hornbeck shareholders will own approximately 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 NewNYSE Yorkand Stockwill Exchangetrade (under the new ticker symbol, “NYSEHOS.”). TheSubject Mergersto 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 inon theSeptember second half of1, 2026. However, no assurance can be given as to when, or if, the Mergers and the Transactions will be consummated.