What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 174 added, 186 removed, 888 unchanged (29% of the section changed)

27 unchanged sentences

The Company performs this evaluation considering the future economic benefits of the asset or asset groups, historical and estimated future profitability measures, and other factors that may be present, such as extended periods of idle time or the inability to contract the Company’s equipment at economical rates.

The carrying value of property and equipment as of December 31, 2024 was $1,438 million.

The carrying value of property and equipment as of December 31, 2025 was $1.4 billion.

We identified the evaluation of property and equipment impairment triggering events as a critical audit matter.

51 unchanged sentences

Operating lease right-of-use assets

Deferred recertification and dry dock costs, net

Deferred certification and dry dock costs, net

Other assets, net

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Gain (loss) on disposition of assets, net

Long-lived asset impairment

Acquisition and integration costs

1 unchanged sentence

Selling, general and administrative expenses

Income (loss) from operations

Equity in earnings of investment

Income from operations

Net interest expense

2 unchanged sentences

Royalty income and other

Income (loss) before income taxes

Income before income taxes

Income tax provision

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Other comprehensive income (loss) - foreign currency translation gain (loss), net of tax

Comprehensive income (loss)

Comprehensive income

The accompanying notes are an integral part of these consolidated financial statements.

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Foreign currency translation adjustments

Repurchase of convertible senior notes

Termination of capped calls

Repurchases of common stock

Activity in company stock plans, net and other

2 unchanged sentences

Foreign currency translation adjustments

Repurchase of convertible senior notes

Settlement of convertible debt conversion

Termination of capped calls

4 unchanged sentences

Foreign currency translation adjustments

Settlement of convertible debt conversion

Termination of capped calls

Repurchases of common stock

1 unchanged sentence

Share-based compensation

Reclassification of fair value of modified liability awards

Balance, December 31, 2025

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Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization, excluding amortization of deferred recertification and dry dock costs

Amortization of deferred recertification and dry dock costs

Deferred recertification and dry dock costs

Depreciation and amortization, excluding amortization of deferred certification and dry dock costs

Amortization of deferred certification and dry dock costs

Long-lived asset impairment

Deferred certification and dry dock costs

Payment of earnout consideration

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Deferred income taxes

Equity in earnings of investment

(Gain) loss on disposition of assets, net

Losses related to convertible senior notes

Unrealized foreign currency loss

Unrealized foreign currency losses

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Alliance acquisition, net of cash acquired

Capital expenditures

Distribution from equity investment, net

Proceeds from sale of assets

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Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents:

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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.

We provide a range of services to the oil and gas and renewable energy markets primarily in the U.S.

Gulf Coast (deepwater and shelf), U.S.

East Coast, Brazil, North Sea, Asia Pacific and West Africa regions.

Our North Sea operations and our U.S.

Gulf Coast shelf operations are usually subject to seasonal changes in activity levels, which generally peaks in the summer months and declines in the winter months.

We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of America (deepwater and shelf), Brazil, North Sea, West Africa and Asia Pacific regions.

Our North Sea operations and our Gulf of America shelf operations are usually subject to seasonal changes in activity levels, which generally peaks in the summer months and declines in the winter months.

Our Operations

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Our Well Intervention segment provides services enabling our customers to safely access subsea offshore wells for the purpose of performing production enhancement or decommissioning operations, thereby mitigating the need to drill new wells by extending the useful lives of existing wells and preserving the environment by preventing uncontrolled releases of oil and natural gas.

Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and two chartered vessels, the Siem Helix 1 and the Siem Helix 2 .

Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and two chartered vessels, the Sea Helix 1 (formerly Siem Helix 1 ) and the Siem Helix 2 .

Our well intervention equipment includes intervention systems such as intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module, some of which we provide on a stand-alone basis.

Our Robotics segment provides trenching, seabed clearance, offshore construction and inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting the delivery of renewable energy and supporting the responsible transition away from a carbon-based economy.

Additionally, our robotics services are used in and complement our well intervention services.

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We offer our ROVs, trenchers and IROV boulder grabs on a stand-alone basis or on an integrated basis with chartered robotics support vessels.

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries predominantly in the U.S.

Gulf Coast shelf, including offshore oilfield decommissioning and ‎reclamation, dry tree well plug and abandonment (“P&A”) services, subsea infrastructure flushing and abandonments (or removals), platform decommissioning and structure removals, subsea site clearance, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services.

In addition to its end-of-life decommissioning services, our Shallow Water Abandonment segment offers services to support the full life cycle of offshore upstream and midstream industries, including oil and gas production through well intervention, coiled tubing (“CT”) and pumping, installations and construction, and IRM.

Our Shallow Water Abandonment segment includes Helix Alliance that was acquired in July 2022 (Note 3), a vertically integrated company which offers a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, P&A systems and CT systems.

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries predominantly in the Gulf of America shelf, including offshore oilfield decommissioning and ‎reclamation, well intervention, IRM, heavy lift and commercial diving services.

Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), which combines our capabilities with certain well control equipment that can be deployed to respond to a well control incident, and our ownership of mature oil and gas properties.

All of our current Production Facilities activities are located in the U.S.

All of our current Production Facilities activities are located in the Gulf of America.

Note 2 — Summary of Significant Accounting Policies

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Contingent consideration payable in cash is initially measured at fair value and included as part of the purchase price and subsequently measured at fair value at the end of each reporting period with changes in value reported in “Change in fair value of contingent consideration” in the consolidated statements of operations until the liability is no longer contingent.

Cash paid for the contingent consideration in an amount equaling to its initial fair value at the acquisition date is reported in financing cash flows and any amounts paid in excess of the initial fair value are reported in operating cash flows.

Acquisition and integration costs consist of legal and professional fees as well as costs incurred to integrate the acquiree’s operations and systems and to align its financial processes and procedures with those of Helix.

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Individual assets are evaluated for impairment at the lowest level where there are identifiable cash flows that are largely independent of the cash flows of other groups of assets.

Equity Investment

We have a 20 % ownership interest in Independence Hub, LLC (“Independence Hub”), which is included in our Production Facilities segment.

We account for our ownership interest in Independence Hub using the equity method of accounting.

In May 2022, we received a net cash distribution of $ 7.8 million from the sale of the “Independence Hub” platform owned by Independence Hub.

Our remaining investment in Independence Hub is insignificant.

Leases with a term greater than one year are recognized in the consolidated balance sheet as lease liabilities and right-of-use (“ROU”) assets.

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We recognize lease cost related to variable lease payments that are not recognized in the consolidated balance sheet in the period in which the obligation is incurred.

Deferred Recertification and Dry Dock Costs

Deferred Certification and Dry Dock Costs

Our vessels and systems are required by regulation to be periodically recertified.

Recertification costs for a vessel are typically incurred while the vessel is in regulatory docking.

We defer and amortize recertification costs, including vessel dry dock costs, over the period that the certification applies, which generally ranges from 24 to 60 months .

A recertification process, including vessel dry dock, typically lasts between one to three months for our vessels, a period during which a vessel or system is idle and generally not available to earn revenue.

Certification costs for a vessel are typically incurred while the vessel is in regulatory docking.

We defer and amortize certification costs, including vessel dry dock costs, over the period that the certification applies, which generally ranges from 24 to 60 months .

Major replacements and improvements that extend the economic useful life or functional operating capability of a vessel or system are capitalized and depreciated over the asset’s remaining economic useful life.

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We record revenues net of taxes collected from customers and remitted to governmental authorities.

Our revenues are primarily derived from short-term and long-term service contracts with customers.

Contracts are classified as long-term if all or part of the contract is to be performed over a period extending beyond 12 months from the effective date of the contract.

Long-term contracts may include multi-year agreements whereby the commitment for services in any one year may be short in duration.

We generally account for our services under contracts with customers as a single performance obligation satisfied over time.

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A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized.

We operate in multiple tax jurisdictions and our tax returns are subject to review and examination by local taxing authorities.

We provide for uncertain tax positions and related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by local taxing authorities.

At December 31, 2024, we believe we have appropriately accounted for any unrecognized tax benefits.

Interest and penalties are not reported as a component of income taxes.

Share-Based Compensation

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Forfeitures are recognized as they occur.

Restricted stock awards are based solely on service conditions and are accounted for as equity awards.

Our restricted stock awards are based solely on service conditions and are accounted for as equity awards.

Compensation cost for restricted stock is the product of the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis.

For performance share unit (“PSU”) awards with a service and a market condition that are accounted for as equity awards, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and subsequently recognized over the vesting period on a straight-line basis.

For PSUs with a service and a performance condition that are accounted for as equity awards, compensation cost is initially measured based on the grant date fair value.

For the portions of our performance share unit (“PSU”) awards with a service and a market condition that are accounted for as equity awards, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and subsequently recognized over the vesting period on a straight-line basis.

For the portions of our PSUs with a service and a performance condition that are accounted for as equity awards, compensation cost is initially measured based on the grant date fair value.

Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition.

For equity PSU awards that are subsequently modified, if, at the modification date, it is probable that the original award would have vested, the cumulative compensation cost to be recognized would equal the grant date fair value of the original equity awards plus the incremental fair value of the modified liability awards.

Restricted stock unit (“RSU”) awards accounted for as liability awards are measured at their estimated fair value based on the closing share price of our common stock as of each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed.

For equity PSU awards that are subsequently modified, if, at the modification date, it is probable that the original award would have vested, the cumulative compensation cost to be recognized would equal the grant date fair value of the original equity awards plus any incremental fair value of the modified liability awards.

Our restricted stock unit (“RSU”) awards accounted for as liability awards are measured at their estimated fair value based on the closing share price of our common stock as of each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed.

Cumulative compensation cost for vested liability RSUs equals the actual payout value upon vesting .

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The percentages of consolidated revenue from major customers (those representing 10% or more of our consolidated revenues) were as follows:

2025 — Shell ( 18 %) and Petrobras ( 10 %);

2024 — Shell ( 12 %) and Talos ( 12 %);

2023 — Apache ( 11 %) and Shell ( 10 %);

and 2022 — Shell ( 15 %).

and 2023 — Apache ( 11 %) and Shell ( 10 %).

The revenue concentrations are reported in our Well Intervention, Production Facilities and Shallow Water Abandonment segments.

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New accounting standards adopted

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Improvements to Reportable Segment Disclosures,” which requires entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss as well as an amount for other segment items by reportable segment and a description of its composition.

2023-07 requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods as well.

Among other things, this ASU also requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

We adopted ASU No.

2023-07 on a retrospective basis starting with this Annual Report for the year ended December 31, 2024.

The adoption of this ASU had no impact on our earnings or financial condition and did not have a material impact on our consolidated financial statements other than increased segment disclosures which are reflected in Note 14.

New accounting standards issued but not yet effective

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, “Improvements to Income Tax Disclosures,” which requires entities to disclose, on an annual basis, specific categories in a tabular rate reconciliation using both percentages and reporting currency amounts and to provide additional information for reconciling items that meet a quantitative threshold.

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Certain previous disclosure requirements on unrecognized tax benefits and cumulative amount of temporary differences are eliminated.

2023-09 will be effective for us for annual periods beginning January 1, 2025.

This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements.

We adopted ASU No.

2023-09 prospectively starting with this Annual Report for the year ended December 31, 2025.

The adoption of this ASU had no impact on our earnings or financial condition and did not have a material impact on our consolidated financial statements other than increased income tax disclosures which are reflected in Note 8.

New accounting standards issued but not yet effective

In November 2024, the FASB issued ASU No.

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Alliance Acquisition

We expanded our service capabilities to the U.S.

Gulf Coast shelf market with the acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022, which we re-branded as Helix Alliance.

The aggregate purchase price of the Alliance acquisition was $ 145.7 million, consisting of $ 119.0 million of cash on hand and the acquisition-date estimated fair value of $ 26.7 million related to the post-closing earnout consideration.

During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earnout, which was reported at $ 85.0 million in “Accrued liabilities” in the accompanying consolidated balance sheet as of December 31, 2023 and paid in cash on April 3, 2024 (Note 4).

The pro forma summary table below presents the results of operations as if the Alliance acquisition had occurred on January 1, 2022 (in thousands).

The unaudited pro forma summary includes certain transaction accounting adjustments as necessary and uses estimates and assumptions based on information available at the time.

The pro forma summary is provided for illustrative purposes only and does not purport to represent Helix’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Helix’s future consolidated results of operations.

We expanded our service capabilities to the Gulf of America shelf market with the acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022, which we re-branded as Helix Alliance.

During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earnout, which was paid in cash on April 3, 2024.

For the year ended December 31, 2023, we recorded $ 42.2 million for the change in fair value of the earnout consideration, which is reported in the accompanying consolidated statement of operations.

Note 4 — Details of Certain Accounts

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Total other assets, net

(1) Represents prepayments to the owner of the Siem Helix 1 and the Siem Helix 2 to offset certain payment obligations associated with the vessels at the end of their respective charter term.

(2) Represents the present value of receivables for P&A work to be performed by us on Droshky oil and gas properties we acquired from Marathon Oil Corporation in 2019.

(1) Represents prepayments to the owner of the Sea Helix 1 and the Siem Helix 2 , which may be used to offset certain payment obligations associated with the vessels at the end of their respective charter term.

(2) Represents the present value of receivables for P&A work to be performed by us on Droshky field oil and gas properties we acquired from Marathon Oil Corporation in 2019.

Accrued liabilities consist of the following (in thousands):

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Accrued interest

Income tax payable

Deferred revenue (Note 11)

Earnout consideration (Note 3)

Total accrued liabilities

(1) During the third quarter 2023, we acquired five P&A systems and other assets for total consideration of $ 17.6 million including $ 6.0 million in cash in addition to credits towards future services offered by us.

Amount as of December 31, 2023 included $ 9.0 million of those credits, which were increased by $ 2.4 million with a charge to “Other expense, net” during 2024 and were fully utilized as of December 31, 2024.

Other non-current liabilities consist of the following (in thousands):

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Total other non-current liabilities

(1) Amount as of December 31, 2023 included $ 2.6 million of credits offered by us in exchange for the purchase of P&A equipment, which were fully utilized as of December 31, 2024 (see above).

Note 5 — Property and Equipment

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Total property and equipment

The Thunder Hawk field under our Production Facilities segment ceased production beginning mid-year 2024 due to a blockage in a well.

Multiple attempts to resolve the blockage previously failed and a well workover was completed late February 2026.

Given the combination of low oil prices and the increase in estimated costs associated with a workover, we determined that the remaining net book value was not recoverable as of December 31, 2025 and performed an asset impairment assessment review by comparing the fair value of the Thunder Hawk field to its remaining net book value.

We estimated the fair value using an income approach by discounting the estimated future cash flows (Level 3 input) as of the trigger date and concluded that the remaining net book value of the Thunder Hawk field was fully impaired.

As such, we recorded a long-lived asset impairment charge of $ 18.1 million for the year ended December 31, 2025.

Note 6 — Leases

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Right-of-use assets related to new operating lease obligations (1)

(1) Our operating lease additions are primarily related to the charter extensions for the Siem Helix 1 , Siem Helix 2 , Grand Canyon II and Shelia Bordelon vessels during the year ended December 31, 2024 (Note 16), the vessel charters for the Glomar Wave and North Sea Enabler vessels during the year ended December 31, 2023, and the charter extensions for the Siem Helix 1 , Siem Helix 2 , Grand Canyon II , Grand Canyon III and Shelia Bordelon vessels during the year ended December 31, 2022.

(1) Our operating lease additions are primarily related to the charter for the Trym and charter extensions for the North Sea Enabler during the year ended December 31, 2025, the charter extensions for the Sea Helix 1 , the Siem Helix 2 , the Grand Canyon II and the Shelia Bordelon during the year ended December 31, 2024 , and the charters for the Glomar Wave and the North Sea Enabler during the year ended December 31, 2023.

See Note 16 for additional information on our significant leases including those not yet commenced as of December 31, 2025.

Note 7 — Long-Term Debt

Long-term debt consists of the following (in thousands):

2026 Notes (fully redeemed March 2024)

MARAD Debt (matures February 2027)

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Long-term debt

(1) Current maturities as of December 31, 2023 included the carrying amount of the 2026 Notes that were subject to conversion and/or redemption in 2024 (see Note 19 for their fair value).

(1) Current maturities as of December 31, 2025 and 2024 both included the current portion of the MARAD Debt.

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and Zions Bancorporation and subsequently we entered into various amendments (collectively, the “Amended ABL Facility”).

The most recent amendment on August 4, 2024 extended the maturity of the Amended ABL Facility and increased the letter of credit basket size.

The Amended ABL Facility provides a $ 120 million asset-based revolving credit facility, which matures on August 2, 2029 , with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 50 million.

The Amended ABL Facility also permits us to request an increase of the facility by up to $ 30 million, subject to certain conditions.

The Amended ABL Facility provides a $ 120 million asset-based revolving credit line that matures on August 2, 2029 , with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 50 million.

The Amended ABL Facility permits us to request an increase of the facility of up to $ 30 million, subject to certain conditions.

Commitments under the Amended ABL Facility are comprised of separate U.S.

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customer accounts receivable and cash, and provides for a $ 55 million sub-limit for the issuance of letters of credit.

As of December 31, 2024, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 66.6 million, net of $ 30.0 million of letters of credit issued.

As of December 31, 2025, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 110.9 million, net of $ 1.5 million of letters of credit issued and includes $ 2.5 million of cash pledged to the facility.

We and certain of our U.S.

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The MARAD Debt is payable in equal semi-annual installments through February 2027 and bears interest at a rate of 4.93 %.

We believe the agreements relating to the bonds and the terms and conditions of our obligations to MARAD in respect of the MARAD Debt were typical for U.S.

government-guaranteed ship financing transactions when they were entered into, including customary restrictions on incurring additional liens on the Q4000 and trading restrictions with respect to the vessel as well as working capital requirements.

Senior Notes Due 2029 (“2029 Notes”)

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The net proceeds from the issuance of the 2029 Notes were approximately $ 291.1 million, after deducting the purchasers’ discount and debt issuance costs.

We used cash proceeds from the offering to retire the Convertible Senior Notes due 2026 (the “2026 Notes”).

See details regarding the 2026 Notes below.

We used cash proceeds from the offering to redeem our former Convertible Senior Notes due 2026 (the “2026 Notes”).

See details regarding the redemption of the 2026 Notes below.

The 2029 Notes bear interest at a coupon interest rate of 9.75 % per annum payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2024.

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These losses are reflected in “Losses related to convertible senior notes” in the accompanying consolidated statement of operations.

In connection with the 2026 Notes offering, we had entered into capped call transactions (the “2026 Capped Calls”) with three separate counterparties to hedge the dilution risk of the 2026 Notes.

Concurrently with the 2026 Notes Repurchases and the 2026 Notes Redemptions, we terminated the 2026 Capped Calls with the counterparties, receiving $ 20.0 million in cash (Note 9).

In connection with the 2026 Notes offering, we entered into capped call transactions (the “2026 Capped Calls”) with three separate counterparties to hedge the dilution risk of the 2026 Notes.

Concurrent with the settlement of the 2026 Notes Repurchases and the 2026 Notes Redemptions, we terminated the 2026 Capped Calls and received $ 20.0 million in cash (Note 9).

The 2026 Notes had a coupon interest rate of 6.75 % per annum and an effective interest rate of 7.6 %.

For the years ended December 31, 2024, 2023 and 2022, total interest expense related to the 2026 Notes was $ 0.4 million, $ 14.6 million and $ 14.8 million, respectively, with coupon interest expense of $ 0.3 million, $ 13.3 million and $ 13.5 million, respectively, and the amortization of debt issuance costs of $ 0.1 million, $ 1.3 million and $ 1.3 million, respectively.

For the years ended December 31, 2024 and 2023, total interest expense related to the 2026 Notes was $ 0.4 million and $ 14.6 million, respectively, with coupon interest expense of $ 0.3 million and $ 13.3 million, respectively, and the amortization of debt issuance costs of $ 0.1 million and $ 1.3 million, respectively.

In accordance with the Amended ABL Facility, the MARAD Debt and the 2029 Notes, we are required to comply with certain covenants, including minimum liquidity and a springing fixed charge coverage ratio (applicable under certain conditions that are currently not applicable) with respect to the Amended ABL Facility and the maintenance of net worth, working capital and debt-to-equity requirements with respect to the MARAD Debt.

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The 2023 Notes had a coupon interest rate of 4.125 % per annum and an effective interest rate of 4.8 %.

For the years ended December 31, 2023 and 2022, total interest expense related to the 2023 Notes was $ 1.0 million and $ 1.4 million, respectively, primarily from coupon interest expense.

We paid the $ 35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash at maturity on May 1, 2022.

The effective interest rate for the 2022 Notes was 4.8 %.

For the year ended December 31, 2023, total interest expense related to the 2023 Notes was $ 1.0 million, primarily from coupon interest expense.

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Three to four years

Four to five years

Unamortized debt discount (1)

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We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our consolidated financial statements.

Components of income tax provision (benefit) reflected in the consolidated statements of operations consist of the following (in thousands):

On July 4, 2025, the One Big Beautiful Bill Act was passed into law.

The legislation provides us with benefits that are temporary in nature with no material impact on our income tax expense or effective tax rate for the year ended December 31, 2025.

Components of income tax provision reflected in the consolidated statements of operations consist of the following (in thousands):

Year Ended December 31,

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Total income tax provision

Components of income (loss) before income taxes are as follows (in thousands):

Components of income before income taxes are as follows (in thousands):

Year Ended December 31,

Income (loss) before income taxes

The primary differences between the income tax provision (benefit) at the U.S.

statutory rate and our actual income tax provision (benefit) are as follows (dollars in thousands):

Income before income taxes

Reconciling items between the U.S.

statutory rate and our effective tax rate for the year ended December 31, 2025 are as follows (dollars in thousands):

December 31, 2025

federal statutory tax rate

Domestic federal:

Foreign tax credits

Non-taxable or non-deductible items:

Non-deductible compensation

Other permanent adjustments

Effect of cross-border tax laws (1)

Return-to-provision

Changes in valuation allowances

State and local income taxes, net of federal income tax effect (2)

Foreign tax effects:

Internal restructuring

Changes in valuation allowances

Other reconciling items

Statutory tax rate difference

Other reconciling items

Changes in valuation allowances

Other reconciling items

Non-taxable or non-deductible items

Return-to-provision

Other reconciling items

Statutory tax rate difference

Non-refundable income taxes withheld

Return-to-provision

Withholding taxes

Malaysia – Withholding taxes

Other foreign jurisdictions

Effective tax rate

(1) Net of jurisdictional foreign tax credits.

(2) For the year ended December 31, 2025, state taxes were primarily related to Louisiana.

The primary differences between the income tax provision at the U.S.

statutory rate and our actual income tax provision for the years ended December 31, 2024 and 2023 are as follows (dollars in thousands):

Year Ended December 31,

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federal income tax purposes of certain charges associated with the 2026 Notes Repurchases and the 2026 Notes Redemptions (Note 7).

After applying the existing Pillar Two laws, we have no incremental Pillar Two taxes.

Our income is subject to current taxation in the U.S.

Our operations are subject to current taxation in the U.S.

( 21 % statutory rate) and the U.K.

( 25 % statutory rate), or subject to taxation in jurisdictions with statutory rates greater than the Pillar Two threshold of 15 %.

We will continue to monitor our income, attributes, and taxes by jurisdiction as well as the impact of new and proposed Pillar Two legislation.

After applying the existing Pillar Two laws, we have no incremental Pillar Two taxes.

For the year ended December 31, 2025, the valuation allowance increased by $ 9.6 million, which was predominantly driven by current year activity, including adjustments to prior year returns, and an internal restructuring.

For the year ended December 31, 2024, the valuation allowance decreased by $ 5.7 million, which included a $ 3.2 million decrease related to a valuation allowance release in Brazil, a $ 5.2 million increase in assessment on the realizability of U.S.

1 unchanged sentence

For the year ended December 31, 2023, the valuation allowance increased by $ 59.0 million, which included a $ 51.4 million increase for a change in assessment of our Luxembourg net operating losses, and a $ 7.6 million increase in valuation allowance, which was predominantly driven by current year activity, including adjustments to prior year returns.

For the year ended December 31, 2022, the $ 8.1 million increase in valuation allowance was predominantly driven by current year activity and the related change in unrealizable net deferred tax assets.

Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes.

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Net deferred tax liabilities

(1) Amounts revised for an immaterial correction in the presentation of certain deferred taxes.

There is no impact to the net deferred tax liabilities or consolidated financial statements.

At December 31, 2025, our U.S.

tax attributes included $ 8.1 million in tax credits, which are subject to a full valuation allowance.

net operating losses totaled $ 283.7 million, which included $ 228.7 million net operating losses in Luxembourg, and $ 55.0 million net operating losses in the U.K.

and Brazil, which do not expire under local tax law.

We file tax returns in the U.S.

and in various state, local and non-U.S.

jurisdictions.

We anticipate that any potential adjustments to our state, local and non-U.S.

jurisdiction tax returns by taxing authorities would not have a material impact on our financial position.

tax attributes included $ 8.1 million in foreign tax credit carryforwards, which expire between 2033 and 2035.

net operating losses totaled $ 257.6 million, which included $ 210.7 million net operating losses in Luxembourg, which expire between 2035 and 2041, and $ 46.9 million net operating losses in the U.K., which do not expire under local tax law.

We operate in multiple tax jurisdictions and our tax returns are subject to review and examination by local taxing authorities.

We have filed, and will continue to file, our income tax returns based on the tax laws in effect for each year and have recorded and paid our tax liabilities appropriately.

Although we cannot predict the final outcome of any review and/or examination by such taxing authorities, we do not believe their resolution would have a material impact on our consolidated financial statements.

The tax periods from 2021 through 2025 are open to review and examination by the U.S.

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jurisdictions, the open tax periods include 2020 through 2025.

Components of income taxes paid (net of refunds received) by jurisdiction during the year ended December 31, 2025 are as follows (in thousands):

December 31, 2025

state and local:

Total foreign

Total taxes paid, net

Note 9 — Shareholders’ Equity

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The 2026 Capped Calls were intended to offset some or all of the potential dilution to Helix common shares or increases to the economic cost caused by any conversion of the 2026 Notes up to the cap price.

Concurrently with the 2026 Notes Repurchases in December 2023, we terminated a proportionate amount of the 2026 Capped Calls and received $ 15.6 million in cash, recognizing an increase to “Common stock” of $ 14.2 million and a $ 1.4 million gain .

Concurrent with the 2026 Notes Repurchases in December 2023, we terminated a proportionate amount of the 2026 Capped Calls and received $ 15.6 million in cash, recognizing an increase to “Common stock” of $ 14.2 million and a $ 1.4 million gain .

Concurrent with the settlement of the 2026 Notes Redemptions in March 2024, we terminated the remaining 2026 Capped Calls and received $ 4.4 million in cash, recognizing an increase to “Common stock” in the shareholders’ equity section of the accompanying consolidated balance sheet.

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Concurrent with the authorization of the 2023 Repurchase Program, our Board revoked the prior authorization to repurchase shares of our common stock in an amount equal to any equity issued to our employees, officers and directors under our share-based compensation plans, including share-based awards under our existing long-term incentive plans and shares issued to our employees under our Employee Stock Purchase Plan (the “ESPP”) (Note 13).

During 2024 we repurchased a total of 2,867,293 shares of our common stock for approximately $ 29.6 million, or an average of $ 10.33 per share, and during 2023 we repurchased a total of 1,584,045 shares of our common stock for approximately $ 12.0 million, or an average of $ 7.57 per share, pursuant to the 2023 Repurchase Program.

Pursuant to the 2023 Repurchase Program, we repurchased a total of 4,643,060 shares of our common stock for approximately $ 30.0 million during 2025, a total of 2,867,293 shares of our common stock for approximately $ 29.6 million during 2024, and a total of 1,584,045 shares of our common stock for approximately $ 12.0 million during 2023.

As of December 31, 2025, approximately $ 128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program.

The 2023 Repurchase Program has no set expiration date.

Repurchases under the 2023 Repurchase Program have been made through open market purchases in compliance with Rule 10b-18 under the Exchange Act, but may also be made through privately negotiated transactions or plans, instructions or contracts established under Rule 10b5-1 under the Exchange Act.

Repurchases under the 2023 Repurchase Program have been made through open market purchases in compliance with Rule 10b-18 as well as a plan established under Rule 10b5-1 under the Exchange Act, and may also be made through privately negotiated transactions or future plans, instructions or contracts established under Rule 10b5-1.

The manner, timing and amount of any purchase will be determined by management at its discretion based on an evaluation of market conditions, stock price, liquidity and other factors.

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Disaggregation of Revenue

The following table provides information about disaggregated revenue by contract duration (in thousands):

Shallow Water

Year ended December 31, 2024

Year ended December 31, 2023

Year ended December 31, 2022

We provide services to our customers in the following markets that are key to our energy transition strategy:

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Decommissioning

(1) For the years ended December 31, 2024 and 2023, $ 27.6 million and $ 25.0 million, respectively, have been removed from Well Intervention segment revenues and related intersegment eliminations.

See Note 14 regarding this change in prior year reported segment information.

Contract Balances

Net contract assets as of December 31, 2025 and 2024 were $ 10.9 million and $ 12.2 million, respectively, and are reflected in “Other current assets” in the accompanying consolidated balance sheets (Note 4).

The increase in net contract assets was primarily attributable to more revenue recognized in excess of the amount billed to the customer for lump sum contracts.

The decrease in net contract assets was primarily attributable to less accrued revenues related to lump sum demobilization fees.

We had no credit losses on our contract assets for the years ended December 31, 2025, 2024 and 2023.

Net contract liabilities as of December 31, 2025 and 2024 totaled $ 17.1 million and $ 15.6 million, respectively, and are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying consolidated balance sheets (Note 4).

The decrease was primarily attributable to the reduction in deferred mobilization revenue due to the timing of mobilization payments for contracts.

Net contract liabilities as of December 31,2023 also included amounts billed to the customer in excess of revenue recognized for a lump sum contract.

The increase was primarily attributable to a larger amount of deferred mobilization fees for work that has not yet been completed.

Revenue recognized for the years ended December 31, 2025, 2024 and 2023 included $ 19.9 million, $ 36.3 million and $ 8.7 million, respectively, that were included in the contract liability balance at the beginning of each period.

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For the years ended December 31, 2025, 2024 and 2023, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were immaterial.

For the year ended December 31, 2022, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were $ 1.0 million, which resulted from the retrospective application of certain contractual adjustments.

Contract Fulfillment Costs

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Earnings (loss) per share, diluted

We had net losses for the years ended December 31, 2023 and 2022.

Accordingly, our diluted EPS calculation for these periods excluded the dilutive effect of share-based awards because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable periods.

We had a net loss for the year ended December 31, 2023.

Accordingly, our diluted EPS calculation for this period excluded the dilutive effect of share-based awards because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable period.

Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands):

Year Ended December 31,

December 31, 2023

Diluted shares (as reported)

Share-based awards

The following potentially dilutive shares related to the 2022 Notes, the 2023 Notes and the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands):

The following potentially dilutive shares related to the 2023 Notes and the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands):

Year Ended December 31,

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The 2005 Incentive Plan currently has 24.3 million shares authorized for issuance, which includes a maximum of 2.0 million shares that may be granted as incentive stock options.

As of December 31, 2024, there were approximately 9.4 million shares of our common stock available for issuance under the 2005 Incentive Plan and no incentive stock options are currently outstanding.

As of December 31, 2025, there were approximately 8.5 million shares of our common stock available for issuance under the 2005 Incentive Plan, assuming outstanding equity classified PSUs vest in shares of our common stock at 100 % of the original awards and outstanding liability classified PSUs and RSUs are settled in cash.

No incentive stock options are currently outstanding.

The following grants of share-based awards were made in 2025 under the 2005 Incentive Plan:

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100 % on January 1, 2027

April 1, 2024 (2)

Restricted stock

100 % on January 1, 2026

July 1, 2024 (2)

Restricted stock

100 % on January 1, 2026

October 1, 2024 (2)

Restricted stock

100 % on January 1, 2026

December 10, 2025 (3)

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100 % on December 10, 2026

(1) Reflects grants to certain officers including our executive officers.

(1) Reflects grants to our executive officers and certain other officers.

(2) Reflects grants to our executive officers.

(3) Reflects grants to certain independent members of our Board.

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Future compensation cost and the weighted average vesting period associated with unvested restricted stock at December 31, 2025 were approximately $ 0.9 million and 0.9 years, respectively.

Our PSUs granted beginning in January 2021 may be settled in either cash or shares of our common stock, or a combination thereof, upon vesting at the discretion of the Compensation Committee and generally have been accounted for as equity awards.

Those PSUs consist of two components:

(i) 50 % based on the performance of our common stock against peer group companies (TSR component), which component contains a service and a market condition, and (ii) 50 % based on cumulative total Free Cash Flow (FCF component), which component contains a service and a performance condition.

Our outstanding PSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee upon vesting and generally have been accounted for as equity awards.

Those PSUs consist of two components measured across a three-year performance period:

(i) 50 % containing a service and market condition based on the performance of our common stock against peer group companies, and (ii) 50 % containing a service and performance condition based on cumulative total Free Cash Flow.

Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets.

Our PSUs cliff vest at the end of a three-year period with the maximum amount of the award being 200 % of the original PSU awards and the minimum amount being zero .

Our PSUs cliff vest at the end of the three-year period with the maximum amount of the award being 200 % of the original PSU awards and the minimum amount being zero .

The following table summarizes information about our PSU awards:

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PSU awards outstanding at beginning of year

( 1,065,705 )

PSU awards outstanding at end of year

(1) Represents the weighted average grant date fair value.

(2) During the years ended December 31, 2024, 2023 and 2022, our 2021, 2020 and 2019 PSU awards vested at 818,812 shares, 285,778 shares and 876,469 shares, respectively, of our common stock with a total market value of $ 8.4 million, $ 3.6 million and $ 3.2 million, respectively.

(2) During the year ended December 31, 2025, our 2022 PSU awards vested at 200 %, resulting in 1,958,334 shares of our common stock with a total market value of $ 18.3 million and $ 1.6 million of cash.

During the years ended December 31, 2024 and 2023, our 2021 and 2020 PSU awards vested at 818,812 shares and 285,778 shares, respectively, with a total market value of $ 8.4 million and $ 3.6 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, $ 5.1 million, $ 7.3 million and $ 4.8 million, respectively, were recognized as share-based compensation related to PSUs.

In connection with the Compensation Committee’s decision in December 2025 to cash settle the 2023 PSU awards in 2026, 489,498 PSUs, which were previously accounted for as equity awards, were reclassified as liability awards with a liability balance of $ 4.6 million, reflecting the estimated fair value of the modified awards as of December 31, 2025.

The cumulative compensation cost recognized in excess of the estimated fair value of the modified liability PSU awards is reflected in equity.

For the year ended December 31, 2024, we recognized incremental compensation cost of $ 1.1 million related to the equity-to-liability award modification of 86,538 PSUs granted in 2022 to one of our officers.

Future compensation cost and the weighted average vesting period associated with unvested PSU awards at December 31, 2025 were approximately $ 4.4 million and 0.9 year, respectively.

Our currently outstanding RSUs may be settled in either cash or shares of our common stock, or a combination thereof, upon vesting at the discretion of the Compensation Committee and have been accounted for as liability awards.

Our outstanding RSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee upon vesting and generally have been accounted for as liability awards.

The following table summarizes information about our RSU awards:

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These reportable segments are strategic business units that utilize different mix of vessels and/or equipment to perform different types of services.

We formed the Shallow Water Abandonment segment in the third quarter 2022 following the Alliance acquisition (Note 3).

All material intercompany transactions between the segments have been eliminated.

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Selling, general and administrative expenses

Other segment items (3)

Segment operating income (loss)

Shallow Water

Segment operating income

Year ended December 31, 2024

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Other segment items (3)

Segment operating income

Segment operating income (loss)

Shallow Water

Year ended December 31, 2023

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Selling, general and administrative expenses

Segment operating income (loss)

Other segment items (3)

Segment operating income

(1) Intersegment amounts are derived primarily from equipment and services provided to other business segments .

Beginning in 2024, certain intersegment revenues of Well Intervention are no longer evaluated by the CODM in his assessment of the segment’s results as those revenues are pass-through amounts related to non-core services.

For the years ended December 31, 2024, 2023 and 2022, $ 27.6 million, $ 25.0 million and $ 15.9 million, respectively, have been removed from Well Intervention segment revenues and related intersegment eliminations.

For the years ended December 31, 2024 and 2023, $ 27.6 million and $ 25.0 million, respectively, have been removed from Well Intervention segment revenues and related intersegment eliminations.

This change has no impact on our segment profit or our consolidated revenues and operating income (loss).

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Intersegment expenses are included within the amounts shown.

(3) Other segment items relate to gain (loss) on disposition of assets, net.

The table below provides a reconciliation of segment profit to income (loss) before income taxes (in thousands):

(3) Other segment items in 2024 and 2023 relate to gain (loss) on disposition of assets, net.

The table below provides a reconciliation of segment profit to income before income taxes (in thousands):

Year Ended December 31,

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Segment operating income

Long-lived asset impairment (1)

Change in fair value of contingent consideration (2)

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Losses related to convertible senior notes (3)

Other non-operating expense, net

Income (loss) before income taxes

Other non-operating income (expense), net

Income before income taxes

(1) Represents the impairment charge on the remaining net book value of the Thunder Hawk field (Note 5)

(2) Represents the change in fair value of the earnout consideration associated with the Alliance acquisition (Note 3).

(3) Represent the losses from the repurchases and redemptions of the 2026 Notes during December 2023 and the first quarter 2024 (Note 7).

The following items are also regularly provided to the CODM (in thousands):

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(1) Represent cash paid principally for the acquisition, construction, upgrade, modification and refurbishment of long-lived property and equipment .

(2) Represents an aggregate of depreciation and amortization expense included within the segment expense captions “Direct cost of revenues” and “Selling, general and administrative expenses” as well as the line item caption “Corporate, eliminations and other” presented above.

(2) Represents an aggregate of depreciation and amortization expense related to property and equipment and deferred certification and dry dock costs, which is included within the segment expense captions “Direct cost of revenues” and “Selling, general and administrative expenses” as well as the line item caption “Corporate, eliminations and other” presented above.

Revenues by individually significant geographic location are as follows (in thousands):

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of $ 194.3 million, $ 181.8 million and $ 236.2 million, respectively, during the years ended December 31, 2025, 2024 and 2023.

Vessels, systems and other property and equipment work in various offshore basins around the world such as the U.S.

Gulf Coast, U.S.

East Coast, Brazil, North Sea, Asia Pacific and West Africa regions.

Vessels, systems and other property and equipment work in various offshore basins around the world such as the Gulf of America, Brazil, North Sea, West Africa and Asia Pacific regions.

Vessels and equipment may temporarily work in a region other than the country in which those assets are based.

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The following table provides our property and equipment, net of accumulated depreciation, by individually significant country where those assets are based (in thousands):

The CODM does not regularly review segment asset information as management’s focus is on operating performance and cash flow generation.

As such, we have omitted the disclosure of total assets by segment.

We have not included a disclosure of total assets by segment as management’s focus is on operating performance and cash flow generation and the CODM does not regularly review segment asset information.

Note 15 — Asset Retirement Obligations

Our AROs relate to mature offshore oil and gas properties that we acquired with the intention to perform decommissioning work at the end of their life cycles.

In August 2022, we acquired from MP Gulf of Mexico, LLC (“MP GOM”), a joint venture controlled by Murphy Exploration & Production Company – USA, all of MP GOM’s 62.5 % interest in the Thunder Hawk Field oil and gas properties, in exchange for the assumption of MP GOM’s abandonment obligations (initially estimated at $ 23.6 million).

Our AROs also include P&A costs associated with our Droshky oil and gas properties (Note 4).

Our AROs relate to mature offshore oil and gas properties (Droshky field and Thunder Hawk field) that we acquired with the intention to perform decommissioning work at the end of their life cycles.

The following table describes the changes in our AROs (in thousands):

AROs at January 1,

Liability incurred during the period

Revisions in estimates

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Note 16 — Commitments and Contingencies and Other Matters

Our Well Intervention segment has long-term charter agreements with Sea1 Offshore (formerly Siem Offshore) for the Siem Helix 1 and Siem Helix 2 vessels, whose terms expire in December 2030 and December 2031, respectively.

Our Robotics segment has vessel charters for the Grand Canyon II , the Grand Canyon III , the Shelia Bordelon , the North Sea Enabler and the Glomar Wave .

Our time charter agreement for the Grand Canyon II expires in December 2030.

Our time charter agreement for the Grand Canyon III expires in May 2028.

Our time charter agreement for the Shelia Bordelon in the U.S.

Gulf Coast expires in June 2026.

Our time charter agreement for the North Sea Enabler expires in December 2025.

We have a three-year charter agreement for the Glomar Wave in the North Sea that expires in 2025.

Our Well Intervention segment has long-term charter agreements with Sea1 Offshore (formerly Siem Offshore) for the Sea Helix 1 and Siem Helix 2 vessels, whose charter terms expire in December 2030 and December 2031, respectively.

Our Robotics segment has long-term vessel charters for the Grand Canyon II , the Grand Canyon III , the Shelia Bordelon and the North Sea Enabler , whose charter terms expire in December 2030, May 2028, June 2026, and March 2026, respectively.

In February 2025, our Robotics segment took delivery of the Trym with a three-year charter that expires in February 2028.

On April 1, 2025, we extended the Trym charter by one year .

In December 2025, we executed a new two-year charter agreement for the North Sea Enabler starting in July 2026.

In January 2026, our Robotics segment took delivery of the Patriot with a four-year charter that expires in January 2030.

Contingencies and Claims

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While we believe we maintain appropriate accruals for such matters, the actual cost to us may be more or less than the amounts reserved.

We are involved in various legal proceedings in the normal course of business, including claims under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as the Jones Act), contract-related disputes, employee-related disputes and subsequently identified legacy issues related to Alliance.

We recognize losses for lawsuits when the probability of an unfavorable outcome is probable and we can reasonably estimate the amount of the loss.

We are involved in various legal proceedings and other matters in the normal course of business, including claims under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as the Jones Act), contract-related disputes and employee-related disputes.

We recognize losses for contingencies when the probability of an unfavorable outcome is probable and we can reasonably estimate the amount of the loss.

For insured claims, we recognize such losses to the extent they exceed applicable insurance coverage.

Although we can give no assurance about the outcome of litigation, claims or other proceedings, we do not currently believe that any loss resulting from litigation, claims or other proceedings, to the extent not otherwise covered by insurance, will have a material adverse impact on our consolidated financial statements.

Although we can give no assurance about the outcome of litigation, claims or other proceedings, we do not currently believe that any loss resulting from litigation, claims or other proceedings, to the extent not otherwise accrued for or covered by insurance, will have a material adverse impact on our consolidated financial statements.

Note 17 — Statement of Cash Flow Information

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(1) Exclusive of any income tax refunds .

During the years ended December 31, 2022, we received refunds related to the U.S.

Coronavirus Aid, Relief, and Economic Security Act of $ 1.1 million.

Our capital additions include the acquisition of property and equipment for which payment has not been made.

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Non-cash financing activities during the year ended December 31, 2024 included the non-cash settlement of the entire $ 14.0 million financing liabilities with certain customer receivables.

We incurred these financing liabilities as a result of the purchase of P&A equipment in 2023 (Note 4).

We incurred these financing liabilities as a result of the purchase of certain P&A equipment in 2023.

Non-cash investing and financing activities for the year ended December 31, 2023 included financing liabilities with an estimated fair value of $ 11.6 million at the time of the P&A equipment purchase in 2023.

Non-cash financing activities for the year ended December 31, 2023 included the issuance of 1.5 million shares of our common stock for the repurchase of a portion of our 2026 Notes.

Non-cash investing activities for the year ended December 31, 2022 included $ 26.7 million in estimated fair value of contingent earnout consideration as of July 1, 2022, the date of the Alliance acquisition (Note 3).

Note 18 — Allowance Accounts

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Additions (1)

Write-offs (4)

Adjustments (4)

Balance at December 31, 2024

Additions (1)

Reductions (1)

Adjustments (3)

Balance at December 31, 2025

(1) The additions in allowance for credit losses relate to reserves for expected credit losses during the respective years.

(2) The increase in valuation allowance relates to current year activity, including adjustments to prior year returns, and the related change in unrealized net deferred tax assets.

(1) The additions/reductions in allowance for credit losses relate to reserves (releases) for expected credit losses during the respective years.

(2) The addition in valuation allowance relates to the adjustment for a change in assessment on the realizability of our Luxembourg net operating losses from remote to less likely than not.

(4) The write-offs of allowance for credit losses reflect certain receivables related to our Robotics segment that were previously reserved and subsequently deemed to be uncollectible.

(3) The increase in valuation allowance relates to current year activity, including adjustments to prior year returns, and an internal restructuring.

(4) The net decrease in valuation allowance included a $ 3.2 million decrease related to a valuation allowance release in Brazil, a $ 5.2 million increase in assessment on the realizability of U.S.

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The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments.

We used Level 3 input to estimate the fair value of the Thunder Hawk field during our asset impairment assessment in 2025.

See Note 5 for additional disclosures.

The principal amount and estimated fair value of our long-term debt are as follows (in thousands):

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December 31, 2024

2026 Notes (fully redeemed March 2024)

MARAD Debt (matures February 2027)

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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 8. Financial Statements and Supplementary Data