What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 54 added, 51 removed, 305 unchanged (26% of the section changed)

6 unchanged sentences

Our business is adversely affected by low oil and natural gas prices, which occur in a cyclical oil and gas market that continues to experience volatility.

Our services are substantially affected by the condition of the oil and gas market, and in particular, the willingness of oil and gas companies to make capital and other expenditures for offshore exploration, development, drilling and production operations.

Our services are substantially affected by the condition of the oil and gas market, and in particular, the willingness of our oil and gas customers 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.

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For example, in 2022, the U.K.

enacted the Energy (Oil and Gas) Profits Levy of 2022 imposing a windfall tax on profits for oil and gas companies operating in the U.K.

and U.K Continental Shelf, which legislation could further adversely affect the operation and capital spending of our customers in the North Sea.

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.

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 the 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”) which could affect projects in the offshore wind industry.

We continue to actively monitor ongoing and potential military hostilities globally including in Ukraine, Israel, the Red Sea and the Middle East, as well as applicable laws, sanctions and trade control restrictions resulting therefrom.

Outer Continental Shelf (“2025 Wind Energy Ban”) and the Department 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 including our operations on the U.S.

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.

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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-19 pandemic.

however, inflation rates rose significantly between 2021 and 2024 due in part to supply chain disruptions and the effects of the global 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 recertification and dry dock costs.

We bear the costs of operating and maintaining our assets, including labor and material costs as well as certification 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 .

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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 five customers that represent approximately 90% of our total backlog as of December 31, 2024.

We currently have contracts with six customers that represent approximately 82% of our total backlog as of December 31, 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.

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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, our business with them may be affected.

In the event one or more of our customers and/or suppliers is adversely affected by a global health 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.

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Further, we charter our robotics support vessels under time charter agreements.

We also have entered into long-term charter agreements for the Siem Helix 1 and Siem Helix 2 vessels.

We also have entered into long-term charter agreements for the Sea 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 dock and construction projects, and customer contractual acceptance of vessels, systems and other equipment, are subject to risks, including delays, cost overruns, loss of revenue and failure to commence or maintain contracts.

Asset upgrade, modification, refurbishment, repair, dry dock, 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 revenue, 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.

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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.

Actual capital expenditures could materially exceed our estimated or planned capital expenditures.

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Our North Sea and Helix Alliance businesses typically decline in the winter, and weather can adversely affect our operations.

Marine operations conducted in the North Sea and the U.S.

Gulf Coast shelf are seasonal and depend, in part, on weather conditions.

Marine operations conducted in the North Sea and the Gulf of 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.

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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 Coast and the North Sea are susceptible to damage and/or total loss by these weather conditions.

Substantially all of our facilities and assets offshore and along the Gulf of 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.

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We may be subject to, among other things, theft or other misappropriation of our IP and other proprietary information, challenges to the validity or enforceability of our or our licensors’ IP rights, and breaches of confidentiality obligations.

These risks are heightened by the global nature of our business, as effective protections may be limited in certain jurisdictions.

These risks are heightened by the global nature of our business, as effective protections

may be limited in certain jurisdictions.

Although we endeavor to identify and protect our IP and other confidential or proprietary information as appropriate, there can be no assurance that these measures will succeed.

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Any such new requirements could increase our operating costs and impede our ability to provide services to our customers.

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, may adversely affect our business.

The actual or perceived lack of sustainability of the oil and gas sector, our failure to adequately implement and communicate initiatives that demonstrate our own 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.

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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.

Alternatively, recent developments indicate a potential slowdown and shift in the direction and pace of the adoption of renewable energy technologies and the reversal of climate change-related regulations.

We may adequately message our sustainability, but 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.

FINANCIAL AND LIQUIDITY RISKS

Our indebtedness and the terms of our indebtedness could impair our financial condition and our ability to fulfill our debt obligations or otherwise limit our business and financial activities.

As of December 31, 2024, we had consolidated indebtedness of $315.2 million.

As of December 31, 2025, we had consolidated indebtedness with a remaining principal amount of $314.6 million.

The level of indebtedness may have an adverse effect on our future operations, including:

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It is also possible that these laws and regulations in the future may add significantly to our capital and operating costs or those of our customers or otherwise directly or indirectly affect our operations.

The National Defense Authorization Act for fiscal year 2021, among other things, extends federal law, including the Jones Act, to U.S.

offshore wind farm projects, making it more difficult and/or costly to provide for U.S.

renewables customers the services that we currently provide for renewables customers in the North Sea and Asia Pacific.

The 2025 Wind Energy Ban restricts customers from developing new wind farms on the U.S.

Outer Continental Shelf.

Risks of substantial costs and liabilities related to environmental compliance issues are inherent in our operations.

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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 with country specific implementation legislation forthcoming.

These initiatives and directives continue to evolve along with country specific 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, future changes may have adverse effects on us, including increased administrative and compliance costs.

Future changes may have adverse effects on us, including increased administrative and compliance costs.

We cannot predict with any certainty the substance or effect of any new or additional regulations in the U.S.

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We own vessels registered under the U.S.

flag whose operations in the U.S.

Gulf Coast may constitute coastwise trade.

flag whose operations in the Gulf of 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.

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.

citizen status for Jones Act purposes, and we could cease being a U.S.

citizen if certain events were to occur.

The consequences of our failure to comply with the Jones Act provisions on coastwise trade, including failing to qualify as a U.S.

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Failure to comply with anti-bribery laws could subject us to civil and criminal penalties, and such failure, and in some instances even the mere allegation of such a failure, could create termination or other rights in connection with our existing contracts, negatively impact our ability to obtain future work, or lead to other sanctions, all of which could have a material adverse effect on our business, financial position, results of operations and cash flows, and cause reputational damage.

We could also face fines, sanctions and other penalties from

authorities, including prohibition of our participating in or curtailment of business operations in certain jurisdictions and the seizure of vessels or other assets.

We could also face fines, sanctions and other penalties from authorities, including prohibition of our participating in or curtailment of business operations in certain jurisdictions and the seizure of vessels or other assets.

Further, we may have competitors who are not subject to the same laws, which may provide them with a competitive advantage over us in securing business or gaining other preferential treatment.

GENERAL RISKS

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

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.

We have executed acquisitions and divestitures in the past, and in the future we may evaluate and potentially enter into additional strategic transactions.

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The loss of the services of one or more of our key employees, or our failure to attract and retain other highly qualified personnel and other skilled workers in the future, could disrupt our operations and adversely affect our financial results.

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.

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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.

As a result, our ability to remain productive and profitable will depend upon our ability to employ and retain skilled, qualified and experienced workers.

Cybersecurity breaches or business system disruptions may adversely affect our business.

We rely on our information technology infrastructure and management information systems to operate and record almost every aspect of our business.

We rely on our IT 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, insider threats, computer viruses, phishing, malware, ransomware, or acts of vandalism or terrorism, or acts perpetrated by criminals or nation-state actors.

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 and cybercriminals, insider threats, terrorism, nation-state actors, competitors, hostile media, or hardware and software vulnerabilities.

Furthermore, we may also experience increased cybersecurity risk as some of our onshore personnel may periodically work remotely.

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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 ensuing investigation of the incident would take time to complete.

In addition, a cyberattack or security breach could go undetected for an extended period of time, and the resulting investigation of an incident could 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 litigation or indemnity claims including resulting from customer-imposed cybersecurity controls or other related contractual obligations.

There could also be increased costs to detect, prevent, respond, or recover from cybersecurity incidents.

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.

There could also be increased costs to detect, prevent, respond to, or recover from cybersecurity 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.

The emergence of artificial intelligence (“AI”) technologies may expose us to risks that could adversely affect our business.

We may use, and may increasingly rely on, AI technologies in various aspects of our business.

The use of AI presents risks that could adversely affect our business, results of operations, financial condition or reputation.

AI systems may produce inaccurate, incomplete or biased outputs, may be dependent on the quality and availability of underlying data, and may be difficult to monitor or explain.

In addition, our use of AI may increase our exposure to cybersecurity threats, data privacy concerns, intellectual property claims, and reliance on third-party vendors.

The regulatory and legal framework governing AI is rapidly evolving, and changes in laws, regulations or enforcement practices could increase compliance costs or restrict our ability to use AI.

Our failure to identify, effectively develop, implement, govern or control the use of AI could significantly and adversely impact our business or operations.

Our competitors may adopt AI into their service offerings, business processes or operations more quickly or more successfully than us, which could affect our ability to compete effectively.

Increasing legal and regulatory focus on data privacy and security issues could expose us to increased liability and operational changes and costs.

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 processing of this data domestically and transferring of this data across international borders 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 issue further data privacy laws and regulations.

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.

The compliant collection and processing of this data, both domestically and internationally, 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 promulgate further data privacy laws and regulations.

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 and enforcement, and result in significant penalties, fines, and other liabilities.

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 or enforcement, and could result in significant penalties, fines, and other liabilities.

Certain provisions of our corporate documents, financial arrangements and Minnesota law may discourage a third party from making a takeover proposal.

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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”) 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.

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.

Our ability to repurchase shares through any share repurchase program is subject to certain considerations, including availability of Free Cash Flow, and any repurchases could affect the price of our common stock and increase volatility.

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A global health pandemic could disrupt our operations and adversely impact our business and financial results.

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.

A global health emergency 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.

Our onshore and offshore operations could be disrupted, and any protocols implemented may not prove fully successful.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors