HELIX ENERGY SOLUTIONS GROUP INC 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Helix Energy Solutions Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Helix Energy Solutions Group, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of property and equipment impairment triggering events As discussed in Note 2 to the consolidated financial statements, the Company evaluates property and equipment for impairment at least quarterly or whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, or triggering events. 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, 2025 was $1.4 billion. 45 Table of Contents We identified the evaluation of property and equipment impairment triggering events as a critical audit matter. Sustained decreases in commodity prices and uncertainty regarding spending trends by customers in the industry may lead to periods of low utilization and low day rates for those assets or asset groups not under a long-term contract, and the evaluation of the impact of these factors required a higher degree of subjective auditor judgment. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the evaluation of property and equipment for impairment. This included controls related to the Company’s process to identify and evaluate triggering events that indicate that the carrying value of an asset or asset group may not be recoverable, including the consideration of forecasted to actual results and market conditions in determination of a triggering event. We evaluated the Company’s identification of triggering events, including consideration of future expected revenues from executed contracts. We compared data used by the Company against analyst and industry reports. We compared the Company’s historical forecasts to actual results by asset group to assess the Company’s ability to accurately forecast. /s/ KPMG LLP We have served as the Company’s auditor since 2016. Houston, Texas February 26, 2026 ​ 46 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Helix Energy Solutions Group, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Helix Energy Solutions Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Houston, Texas February 26, 2026 ​ 47 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ASSETS ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 445,196 ​ $ 368,030 Accounts receivable, net of allowance for credit losses of $ 3,529 and $ 3,682 , respectively ​ 303,939 ​ 258,630 Other current assets ​ 75,857 ​ 83,022 Total current assets ​ 824,992 ​ 709,682 Property and equipment ​ 3,156,606 ​ 3,068,755 Less accumulated depreciation ​ ( 1,794,112 ) ​ ( 1,630,902 ) Property and equipment, net ​ 1,362,494 ​ 1,437,853 Operating lease right-of-use assets ​ 302,649 ​ 329,649 Deferred certification and dry dock costs, net ​ ​ 74,351 ​ ​ 71,718 Other assets, net ​ 51,418 ​ 48,178 Total assets ​ $ 2,615,904 ​ $ 2,597,080 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 134,287 ​ $ 144,793 Accrued liabilities ​ 94,951 ​ 90,455 Current maturities of long-term debt ​ 9,644 ​ 9,186 Current operating lease liabilities ​ 60,796 ​ 59,982 Total current liabilities ​ 299,678 ​ 304,416 Long-term debt ​ 298,351 ​ 305,971 Operating lease liabilities ​ 260,959 ​ 285,984 Deferred tax liabilities ​ 105,571 ​ 113,973 Other non-current liabilities ​ 71,433 ​ 66,971 Total liabilities ​ 1,035,992 ​ 1,077,315 Commitments and contingencies ​ ​ ​ ​ ​ ​ Shareholders’ equity: ​ ​ ​ ​ Common stock, no par, 240,000 shares authorized, 147,186 and 150,243 shares issued, respectively ​ 1,218,494 ​ 1,252,253 Retained earnings ​ 398,914 ​ 368,087 Accumulated other comprehensive loss ​ ( 37,496 ) ​ ( 100,575 ) Total shareholders’ equity ​ 1,579,912 ​ 1,519,765 Total liabilities and shareholders’ equity ​ $ 2,615,904 ​ $ 2,597,080 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 48 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net revenues ​ $ 1,291,474 ​ $ 1,358,560 ​ $ 1,289,728 Cost of sales ​ 1,132,336 ​ 1,138,996 ​ 1,089,372 Gross profit ​ 159,138 ​ 219,564 ​ 200,356 Gain (loss) on disposition of assets, net ​ — ​ ( 479 ) ​ 367 Long-lived asset impairment ​ ( 18,064 ) ​ — ​ — Acquisition and integration costs ​ ​ — ​ ​ — ​ ​ ( 540 ) Change in fair value of contingent consideration ​ ​ — ​ ​ — ​ ​ ( 42,246 ) Selling, general and administrative expenses ​ ( 75,939 ) ​ ( 91,650 ) ​ ( 94,427 ) Income from operations ​ 65,135 ​ 127,435 ​ 63,510 Net interest expense ​ ( 22,777 ) ​ ( 22,629 ) ​ ( 17,338 ) Losses related to convertible senior notes ​ — ​ ( 20,922 ) ​ ( 37,277 ) Other expense, net ​ ( 1,390 ) ​ ( 3,922 ) ​ ( 3,590 ) Royalty income and other ​ 1,512 ​ 2,102 ​ 2,209 Income before income taxes ​ 42,480 ​ 82,064 ​ 7,514 Income tax provision ​ 11,653 ​ 26,427 ​ 18,352 Net income (loss) ​ $ 30,827 ​ $ 55,637 ​ $ ( 10,838 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share of common stock: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.21 ​ $ 0.37 ​ $ ( 0.07 ) Diluted ​ $ 0.21 ​ $ 0.36 ​ $ ( 0.07 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ 148,349 ​ 151,989 ​ 150,917 Diluted ​ 148,454 ​ 154,699 ​ 150,917 ​ ​ HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Net income (loss) ​ $ 30,827 $ 55,637 ​ $ ( 10,838 ) Other comprehensive income (loss) - foreign currency translation gain (loss), net of tax ​ 63,079 ​ ( 17,560 ) ​ ​ 22,304 Comprehensive income ​ $ 93,906 $ 38,077 ​ $ 11,466 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 49 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ Common Stock ​ Retained Comprehensive ​ Shareholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Earnings ​ ​ ​ Loss ​ ​ ​ Equity Balance, December 31, 2022 151,935 ​ $ 1,298,740 ​ $ 323,288 ​ $ ( 105,319 ) ​ $ 1,516,709 Net loss — ​ — ​ ( 10,838 ) ​ — ​ ( 10,838 ) Foreign currency translation adjustments — ​ — ​ — ​ 22,304 ​ 22,304 Repurchase of convertible senior notes ​ 1,500 ​ ( 35,469 ) ​ — ​ — ​ ​ ( 35,469 ) Termination of capped calls ​ — ​ 14,225 ​ — ​ — ​ ​ 14,225 Repurchases of common stock ​ ( 1,584 ) ​ ( 11,988 ) ​ — ​ — ​ ​ ( 11,988 ) Activity in company stock plans, net and other 440 ​ ( 92 ) ​ — ​ — ​ ( 92 ) Share-based compensation — ​ 6,149 ​ — ​ — ​ 6,149 Balance, December 31, 2023 152,291 ​ $ 1,271,565 ​ $ 312,450 ​ $ ( 83,015 ) ​ $ 1,501,000 Net income — ​ — ​ 55,637 ​ — ​ 55,637 Foreign currency translation adjustments — ​ — ​ — ​ ( 17,560 ) ​ ( 17,560 ) Settlement of convertible debt conversion ​ — ​ ​ ( 84 ) ​ ​ — ​ ​ — ​ ​ ( 84 ) Termination of capped calls — ​ 4,381 ​ — ​ — ​ 4,381 Repurchases of common stock ( 2,867 ) ​ ( 29,821 ) ​ — ​ — ​ ( 29,821 ) Activity in company stock plans, net and other 819 ​ ( 468 ) ​ — ​ — ​ ( 468 ) Share-based compensation — ​ 6,680 ​ — ​ — ​ 6,680 Balance, December 31, 2024 150,243 ​ $ 1,252,253 ​ $ 368,087 ​ $ ( 100,575 ) ​ $ 1,519,765 Net income — ​ — ​ 30,827 ​ — ​ 30,827 Foreign currency translation adjustments — ​ — ​ — ​ 63,079 ​ 63,079 Repurchases of common stock ​ ( 4,643 ) ​ ​ ( 30,164 ) ​ ​ — ​ ​ — ​ ​ ( 30,164 ) Activity in company stock plans, net and other 1,586 ​ ( 5,047 ) ​ — ​ — ​ ( 5,047 ) Share-based compensation — ​ 6,086 ​ — ​ — ​ 6,086 Reclassification of fair value of modified liability awards — ​ ( 4,634 ) ​ — ​ — ​ ( 4,634 ) Balance, December 31, 2025 147,186 ​ $ 1,218,494 ​ $ 398,914 ​ $ ( 37,496 ) ​ $ 1,579,912 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 50 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 30,827 ​ $ 55,637 ​ $ ( 10,838 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization, excluding amortization of deferred certification and dry dock costs ​ 134,538 ​ 137,202 ​ 138,423 Amortization of deferred certification and dry dock costs ​ 52,844 ​ 36,090 ​ 25,693 Long-lived asset impairment ​ ​ 18,064 ​ ​ — ​ ​ — Deferred certification and dry dock costs ​ ​ ( 51,996 ) ​ ​ ( 35,387 ) ​ ​ ( 62,522 ) Payment of earnout consideration ​ ​ — ​ ​ ( 58,300 ) ​ ​ — Change in fair value of contingent consideration ​ ​ — ​ ​ — ​ ​ 42,246 Amortization of debt discount ​ 240 ​ 218 ​ 17 Amortization of debt issuance costs ​ 2,063 ​ 2,132 ​ 2,485 Share-based compensation ​ 6,568 ​ 7,266 ​ 6,510 Deferred income taxes ​ ( 8,067 ) ​ 10,606 ​ 11,532 (Gain) loss on disposition of assets, net ​ — ​ 479 ​ ( 367 ) Losses related to convertible senior notes ​ — ​ 20,922 ​ 37,277 Unrealized foreign currency losses ​ 374 ​ 623 ​ 8,310 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ ( 37,514 ) ​ 13,736 ​ ( 64,520 ) Other current assets ​ ​ 16,600 ​ ​ 1,139 ​ ​ ( 22,597 ) Income tax receivable, net of income tax payable ​ ( 9,512 ) ​ 1,919 ​ ( 418 ) Accounts payable and accrued liabilities ​ ( 18,433 ) ​ ( 9,159 ) ​ 31,996 Other, net ​ 153 ​ 905 ​ 9,230 Net cash provided by operating activities ​ 136,749 ​ 186,028 ​ 152,457 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 16,342 ) ​ ( 23,303 ) ​ ( 19,588 ) Proceeds from sale of assets ​ ​ — ​ ​ 100 ​ ​ 365 Proceeds from insurance recoveries ​ — ​ 363 ​ 564 Net cash used in investing activities ​ ( 16,342 ) ​ ( 22,840 ) ​ ( 18,659 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Proceeds from senior notes, net of discount ​ — ​ — ​ 298,578 Payments related to convertible senior notes ​ — ​ ( 60,720 ) ​ ( 261,147 ) Repayment of MARAD Debt ​ ( 9,186 ) ​ ( 8,749 ) ​ ( 8,333 ) Proceeds from settlement of capped calls ​ — ​ 4,381 ​ 15,591 Debt issuance costs ​ — ​ ( 1,530 ) ​ ( 6,817 ) Repurchases of common stock ​ ​ ( 30,214 ) ​ ​ ( 29,620 ) ​ ​ ( 11,988 ) Payments related to tax withholding for share-based compensation ​ ( 7,404 ) ​ ( 4,231 ) ​ ( 1,757 ) Proceeds from issuance of ESPP shares ​ 1,745 ​ 1,859 ​ 982 Payment of earnout consideration ​ ​ — ​ ​ ( 26,700 ) ​ ​ — Net cash provided by (used in) financing activities ​ ( 45,059 ) ​ ( 125,310 ) ​ 25,109 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ 1,818 ​ ( 2,039 ) ​ ( 15,827 ) Net increase in cash and cash equivalents ​ 77,166 ​ 35,839 ​ 143,080 Cash and cash equivalents: ​ ​ ​ ​ ​ ​ Balance, beginning of year ​ 368,030 ​ 332,191 ​ 189,111 Balance, end of year ​ $ 445,196 ​ $ 368,030 ​ $ 332,191 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 51 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization Unless the context indicates otherwise, the terms “we,” “us” and “our” in this Annual Report refer collectively to Helix Energy Solutions Group, Inc. and its subsidiaries (“Helix” or the “Company”). We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. 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 Our services are segregated into four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities. 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 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 to additional energy sources. Additionally, our robotics services are used in and complement our well intervention services. Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, IROV boulder grabs and robotics support vessels under term charters as well as spot vessels as needed. 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 Gulf of America shelf, including offshore oilfield decommissioning and ‎reclamation, well intervention, IRM, heavy lift and commercial diving services. 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, plug and abandonment (‘P&A”) systems and coiled tubing (“CT”) systems. 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 Gulf of America. ​ 52 Table of Contents Note 2 — Summary of Significant Accounting Policies Principles of Consolidation Our consolidated financial statements include the accounts of our majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Basis of Presentation Our consolidated financial statements have been prepared in U.S. dollars in conformity with accounting principles generally accepted in the U.S. (“GAAP”). Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format. We have made all adjustments that we believe are necessary for a fair presentation of our consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are highly liquid financial instruments with original maturities of three months or less. They are carried at cost plus accrued interest, which approximates fair value. Cash includes amounts pledged toward our asset-based credit agreement (Note 7) unless our ability to withdraw those amounts is restricted. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recognized when our right to consideration becomes unconditional. Accounts receivable are stated at the historical carrying amount, net of write-offs and allowance for credit losses. We perform ongoing credit evaluations of our customers and provide allowances for expected credit losses. We estimate current expected credit losses on our accounts receivable at each reporting date based on our credit loss history, adjusted for current factors including global economic and business conditions, offshore energy industry and market conditions, customer mix, contract payment terms and past due accounts receivable. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when we have determined that the balance will not be collected (Note 18). Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The purchase price consideration is allocated to the assets acquired and liabilities assumed based upon estimates of their fair values as of the acquisition date. Fair values of the assets acquired and liabilities assumed are measured in accordance with ASC Topic 820, Fair Value Measurement, using income approach, cost approach and other applicable valuation techniques. The fair value of property, plant and equipment acquired from the acquisition was estimated primarily by applying the cost approach. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence and economic useful life. The fair value of intangible assets acquired from the acquisition was estimated primarily by applying the income approach. The key assumptions of the income approach include revenue projections, royalty rates and economic useful life. For certain other assets and liabilities, those fair values are consistent with historical carrying values. The purchase price allocation is subject to revision to reflect new information obtained about facts and circumstances that existed at the acquisition date. The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, is finalized as soon as practicable, but no later than one year from the closing of the acquisition. 53 Table of Contents 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. Those costs are expensed as incurred and are presented separately from “Selling, general and administrative expenses” in the consolidated statements of operations. Property and Equipment Property and equipment (including oil and gas properties) acquired separately from a business combination is recorded initially at cost and subsequently depreciated on a straight-line basis over its estimated useful life. The cost of improvements is capitalized whereas the cost of repairs and maintenance is expensed as incurred. Assets used in operations are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable because such carrying amount may exceed the asset’s or asset group’s expected undiscounted cash flows. If the carrying amount of the asset or asset group is not recoverable and is greater than its fair value, an impairment charge is recorded. The amount of the impairment recorded is calculated as the difference between the carrying amount of the asset or asset group and its estimated fair value. 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. Leases Leases with a term greater than one year are recognized in the consolidated balance sheet as lease liabilities and right-of-use (“ROU”) assets. We have not recognized in the consolidated balance sheet leases with an initial term of one year or less. Lease liabilities and their corresponding ROU assets are recorded at the commencement date based on the present value of lease payments over the expected lease term. The lease term may include the option to extend or terminate the lease when it is reasonably certain that we will exercise the option. We use our incremental borrowing rate, which would be the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment, to calculate the present value of lease payments. ROU assets are adjusted for any initial direct costs paid or incentives received. We separate our long-term vessel charters between their lease components and non-lease services. We estimate the lease component using the residual approach by estimating the non-lease services, which primarily include crew, repair and maintenance, and regulatory certification costs. For all other leases, we have not separated the lease components and non-lease services. We recognize operating lease cost on a straight-line basis over the lease term for both (i) leases that are recognized in the consolidated balance sheet and (ii) short-term leases. 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 Certification and Dry Dock Costs Our vessels and systems are required by regulation to be periodically recertified. 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. Routine repairs and maintenance costs are expensed as incurred. 54 Table of Contents Revenue Recognition Revenue from Contracts with Customers We generate revenue in our Well Intervention segment by supplying vessels, personnel and equipment to provide well intervention services, which involve providing marine access, serving as a deployment mechanism to the subsea well, connecting to and maintaining a secure connection to the subsea well and maintaining well control through the duration of the intervention services. We may also perform down-hole intervention work and provide certain engineering services. We generate revenue in our Robotics segment by operating ROVs and trenchers to provide subsea trenching and burial of pipelines and cables as well as seabed clearance for the oil and gas and the renewable energy markets and to provide offshore construction, well intervention support and IRM services to oil and gas companies. We also provide integrated robotic services by supplying vessels that deploy ROVs and trenchers. We generate revenue in our Production Facilities segment by supplying vessels, personnel and equipment for oil and natural gas processing, well control response services, and oil and gas production from owned properties. We generate revenue in our Shallow Water Abandonment segment by providing decommissioning and intervention services with P&A and CT systems and personnel; by providing marine access to offshore facilities with liftboats, OSVs and the crew boat in order to perform decommissioning, intervention, diving and other work scopes; and by providing diving and platform decommissioning services with the heavy lift barge, DSVs and personnel. Our service contracts generally contain provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) but we occasionally contract on a lump sum basis (lump sum contracts). We record revenues net of taxes collected from customers and remitted to governmental authorities. We generally account for our services under contracts with customers as a single performance obligation satisfied over time. The single performance obligation in our dayrate contracts is comprised of a series of distinct time increments during which we provide our services. We do not account for activities that are immaterial or not distinct within the context of our contracts as separate performance obligations. Consideration received under a contract is allocated to the single performance obligation on a systematic basis that depicts the pattern of the provision of our services to the customer. We generally consider integrated offerings to be a single performance obligation due to the interdependencies of the offerings. The total transaction price for a contract is determined by estimating both fixed and unconstrained variable consideration expected to be earned over the term of the contract and excludes certain amounts that have been disputed by our customers. We generally do not provide significant financing or extended payment terms to our customers and do not adjust contract consideration for the time value of money. Estimated variable consideration, if any, is considered to be constrained and therefore is not included in the transaction price until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. At the end of each reporting period, we reassess and update our estimates of variable consideration and amounts of that variable consideration that should be constrained. Dayrate Contracts . Revenues generated from dayrate contracts generally provide for payment according to the rates per day as stipulated in the contract (e.g., operating rate, standby rate, and repair rate). Invoices billed to the customer are typically based on the varying rates applicable to operating status on an hourly basis. Dayrate consideration is allocated to the distinct hourly time increment to which it relates and is therefore recognized in line with the contractual rate billed for the services provided for any given hour. Similarly, revenues from contracts that stipulate a monthly rate are recognized ratably during the month. Dayrate contracts also may contain fees charged to the customer for mobilizing and/or demobilizing equipment and personnel. Mobilization and demobilization are considered contract fulfillment activities, and related fees (subject to any constraint on estimates of variable consideration) are allocated to the single performance obligation and recognized ratably over the term of the contract. Mobilization fees are generally billable to the customer in the initial phase of a contract and generate contract liabilities until they are recognized as revenue. Demobilization fees are generally received at the end of the contract and generate contract assets when they are recognized as revenue prior to becoming receivables from the customer. 55 Table of Contents We receive reimbursements from our customers for the purchase of supplies, equipment, personnel services and other services provided at their request. Reimbursable revenues are variable as the amounts received are generally subject to uncertainty. Accordingly, these revenues are constrained and not recognized until the related costs are incurred on behalf of the customer. We are generally considered a principal in these transactions and record the associated revenues at the gross amounts billed to the customer. A dayrate contract modification involving an extension of the contract by adding days of services is generally accounted for prospectively as a separate contract, but may be accounted for as a termination of the existing contract and creation of a new contract if the consideration for the extended services does not represent their stand-alone selling prices. Lump Sum Contracts . Revenues generated from lump sum contracts are recognized over time. Revenue is recognized based on the extent of progress towards completion of the performance obligation. We generally use the cost-to-cost measure of progress for our lump sum contracts because it best depicts the progress toward satisfaction of our performance obligation, which occurs as we incur costs under those contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of cumulative costs incurred to date to the total estimated costs at completion of the performance obligation. Consideration, including lump sum mobilization and demobilization fees billed to the customer, is recorded proportionally as revenue in accordance with the cost-to-cost measure of progress. Consideration for lump sum contracts is generally due from the customer based on the achievement of milestones. As such, contract assets are generated to the extent we recognize revenues in advance of our rights to collect contract consideration and contract liabilities are generated when contract consideration due or received is greater than revenues recognized to date. We review and update our contract-related estimates regularly and recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period in which the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If a current estimate of total contract costs to be incurred exceeds the estimate of total revenues to be earned, we recognize the projected loss in full when it is identified. A modification to a lump sum contract is generally accounted for as part of the existing contract and recognized as an adjustment to revenue on a cumulative catch-up basis. Income from Oil and Gas Production Income from oil and gas production is recognized according to monthly oil and gas production volumes from the oil and gas properties that we own, and is included in revenues from our Production Facilities segment. Income from Royalty Interests Income from royalty interests is recognized according to our share of monthly oil and gas production volumes and is included in “Royalty income and other” in the consolidated statements of operations. Contract Balances Contract assets are rights to consideration in exchange for services that we have provided to a customer when those rights are conditioned on our future performance. Contract assets generally consist of (i) demobilization fees recognized ratably over the contract term but invoiced upon completion of the demobilization activities and (ii) revenue recognized in excess of the amount billed to the customer for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract liabilities are obligations to provide future services to a customer for which we have already received, or have the unconditional right to receive, the consideration for those services from the customer. Contract liabilities may consist of (i) amounts billed to or advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term and/or (ii) amounts billed to the customer in excess of revenue recognized for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. We report the net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period. 56 Table of Contents Contract Fulfillment Costs Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer. Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract. Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate. Demobilization costs are recognized when incurred at the end of the contract. Income Taxes Deferred income taxes are based on the differences between financial reporting and tax bases of assets and liabilities. We utilize the liability method of computing deferred income taxes. The liability method is based on the amount of current and future taxes payable using tax rates and laws in effect at the balance sheet date. Income taxes have been provided based upon the tax laws and rates in the countries in which operations are conducted and income is earned. 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. Interest and penalties are not reported as a component of income taxes. Share-Based Compensation Share-based payment awards are classified as either equity or liability awards based on various factors such as award conditions, settlement features, substantive terms and past practices. Shared-based compensation is initially measured at the grant date based on the estimated fair value of an award and subsequently measured depending on their award conditions and classification. Forfeitures are recognized as they occur. 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 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 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 . Asset Retirement Obligations Asset retirement obligations (“AROs”) are recorded initially at fair value and consist of estimated costs for subsea infrastructure decommissioning and P&A activities associated with our oil and gas properties. The estimated costs are discounted to present value using a credit-adjusted risk-free discount rate. After its initial recognition, an ARO liability is increased for the passage of time as accretion expense, which is a component of our depreciation and amortization expense. An ARO liability may also change based on revisions in estimated costs and/or timing to settle the obligations. 57 Table of Contents Foreign Currency Because we operate in various regions around the world, we conduct a portion of our business in currencies other than the U.S. dollar. Results of operations for our non-U.S. dollar subsidiaries are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these non-U.S. dollar subsidiaries are translated into U.S. dollars using the exchange rate in effect at the end of the reporting period, and the resulting translation adjustments are included in other comprehensive income (loss) (“OCI”). For transactions denominated in a currency other than a subsidiary’s functional currency, the effects of changes in exchange rates are reported in “Other income (expense), net” in the consolidated statements of operations. Foreign currency gains or losses from the remeasurement of monetary assets and liabilities as well as unsettled foreign currency transactions, including intercompany transactions that are not of a long-term investment nature, are also recognized as a component of “Other income (expense), net.” For the years ended December 31, 2025, 2024 and 2023, our foreign currency transaction losses totaled $ 1.7 million, $ 1.5 million and $ 4.4 million, respectively. Earnings Per Share We have shares of restricted stock issued and outstanding that are currently unvested. Because holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our unrestricted common stock, we are required to compute earnings per share (“EPS”) under the two-class method in periods in which we have earnings. Under the two-class method, net income for each period is allocated based on the participation rights of both common shareholders and the holders of any participating securities as if earnings for the respective periods had been distributed. For periods in which we have a net loss we do not use the two-class method as holders of our restricted shares are not obligated to share in such losses. Basic EPS is computed by dividing net income allocated to common shareholders or net loss by the weighted average shares of our common stock outstanding. Diluted EPS is computed in a similar manner after considering the potential dilutive effect of share-based awards and convertible senior notes and taking the more dilutive of the two-class method and the treasury stock method or if-converted method, as applicable. The dilutive effect of share-based awards is computed using the treasury stock method, as applicable, which includes the incremental shares that would be hypothetically vested in excess of the number of shares assumed to be hypothetically repurchased with the assumed proceeds. The effect of convertible senior notes is computed for the periods in which they are outstanding using the if-converted method, if dilutive, which assumes conversion of the convertible senior notes into shares of our common stock at the beginning of the period, giving income recognition for the add-back of related interest expense (net of tax). Major Customers and Concentration of Risk We offer our products and services primarily in the offshore oil and gas and renewable energy markets. Oil and gas companies spend capital on exploration, drilling and production operations, the amount of which is generally dependent on the prevailing view of future oil and natural gas prices and volatility, which are subject to many external factors. Our customers consist primarily of major and independent oil and gas producers and suppliers, pipeline transmission companies, renewable energy companies and offshore engineering and construction firms. 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 %); and 2023 — Apache ( 11 %) and Shell ( 10 %). The revenue concentrations are reported in our Well Intervention, Production Facilities and Shallow Water Abandonment segments. As of December 31, 2025, 20 % of our labor force was covered by collective bargaining agreements or similar arrangements and 18 % of our labor force was covered by those agreements that will expire within one year. 58 Table of Contents Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value accounting rules establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1. Observable inputs such as quoted prices in active markets; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of three valuation approaches as follows: (a) Market Approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. (b) Cost Approach. Amount that would be required to replace the service capacity of an asset (replacement cost). (c) Income Approach. Techniques to convert expected future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models). New Accounting Standards New accounting standards adopted 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. This ASU also requires that entities disclose on an annual basis: a) income taxes paid (net) disaggregated by federal, state and foreign taxes; b) income taxes paid (net) by individual jurisdiction; c) income (or loss) from continuing operations before income tax expense (or benefit) between domestic and foreign; and d) income tax expense (or benefit) from continuing operations by federal, state and foreign. Certain previous disclosure requirements on unrecognized tax benefits and cumulative amount of temporary differences are eliminated. 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. 2024-03, “Disaggregation of Income Statement Expenses,” which requires entities to disclose, on an annual and interim basis, specified information about certain costs and expenses: a) the amounts of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption; b) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; c) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and d) the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses. ASU No. 2024-03 will be effective for us for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028. This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements. We do not expect other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. ​ 59 Table of Contents Note 3 — Business Combinations Alliance Acquisition 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 Other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Prepaids ​ $ 29,345 $ 26,780 Income tax receivable ​ 7,383 ​ 2,635 Contract assets (Note 11) ​ ​ 10,871 ​ ​ 12,221 Deferred costs (Note 11) ​ ​ 18,678 ​ ​ 31,874 Other ​ 9,580 ​ 9,512 Total other current assets ​ $ 75,857 $ 83,022 ​ Other assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Prepaid charter (1) ​ $ 12,544 ​ $ 12,544 Deferred costs (Note 11) ​ ​ 6,910 ​ 5,348 Other receivable (2) ​ 27,291 ​ 24,827 Intangible assets with finite lives, net ​ 3,262 ​ 3,630 Other ​ 1,411 ​ 1,829 Total other assets, net ​ $ 51,418 $ 48,178 (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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Accrued payroll and related benefits ​ $ 45,463 $ 49,521 Accrued interest ​ ​ 10,102 ​ ​ 10,278 Deferred revenue (Note 11) ​ 17,115 ​ 14,914 Other ​ 22,271 ​ 15,742 Total accrued liabilities ​ $ 94,951 $ 90,455 ​ Other non-current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred revenue (Note 11) ​ $ — $ 699 Asset retirement obligations (Note 15) ​ ​ 68,770 ​ 62,947 Other ​ 2,663 ​ 3,325 Total other non-current liabilities ​ $ 71,433 $ 66,971 ​ ​ 60 Table of Contents ​ Note 5 — Property and Equipment The following is a summary of the gross components of property and equipment (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Estimated Useful Life ​ ​ ​ 2025 ​ ​ ​ 2024 Vessels 15 to 30 years ​ $ 2,469,762 ​ $ 2,383,245 Systems and equipment ​ 5 to 15 years ​ ​ 363,271 ​ ​ 345,093 ROVs and trenchers 5 to 10 years ​ 265,483 ​ 261,417 Buildings and other 5 to 39 years ​ 58,090 ​ 79,000 Total property and equipment ​ ​ ​ $ 3,156,606 ​ $ 3,068,755 ​ 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 We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2034. We also sublease some of our facilities under non-cancelable sublease agreements. As of December 31, 2025, the minimum sublease income to be received in the future was minimal. The following table details the components of our lease cost (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating lease cost ​ $ 90,737 $ 87,569 $ 72,775 Variable lease cost ​ 12,543 ​ 11,113 ​ 21,423 Short-term lease cost ​ 48,318 ​ 55,879 ​ 54,613 Sublease income ​ ( 117 ) ​ ( 99 ) ​ ( 1,113 ) Net lease cost ​ $ 151,481 $ 154,462 $ 147,698 ​ Maturities of our operating lease liabilities as of December 31, 2025 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facilities and ​ ​ ​ ​ ​ ​ ​ ​ ​ Vessels ​ ​ ​ Equipment ​ ​ ​ Total Less than one year ​ $ 77,129 ​ $ 4,267 $ 81,396 One to two years ​ 76,334 ​ 4,328 ​ 80,662 Two to three years ​ 65,278 ​ 4,088 ​ 69,366 Three to four years ​ 53,006 ​ 3,869 ​ 56,875 Four to five years ​ 59,020 ​ 4,636 ​ 63,656 Over five years ​ 27,237 ​ 11,950 ​ 39,187 Total lease payments ​ $ 358,004 ​ $ 33,138 $ 391,142 Less: imputed interest ​ ( 60,774 ) ​ ( 8,613 ) ​ ( 69,387 ) Total operating lease liabilities ​ $ 297,230 ​ $ 24,525 $ 321,755 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 57,240 ​ $ 3,556 $ 60,796 Non-current operating lease liabilities ​ 239,990 ​ 20,969 ​ 260,959 Total operating lease liabilities ​ $ 297,230 ​ $ 24,525 $ 321,755 ​ 61 Table of Contents Maturities of our operating lease liabilities as of December 31, 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facilities and ​ ​ ​ ​ ​ ​ ​ ​ ​ Vessels ​ ​ ​ Equipment ​ ​ ​ Total Less than one year ​ $ 78,442 ​ $ 5,324 $ 83,766 One to two years ​ 66,020 ​ 3,442 ​ 69,462 Two to three years ​ 61,771 ​ 3,871 ​ 65,642 Three to four years ​ 55,933 ​ 3,368 ​ 59,301 Four to five years ​ 52,748 ​ 3,185 ​ 55,933 Over five years ​ 86,257 ​ 15,736 ​ 101,993 Total lease payments ​ $ 401,171 ​ $ 34,926 $ 436,097 Less: imputed interest ​ ( 80,564 ) ​ ( 9,567 ) ​ ( 90,131 ) Total operating lease liabilities ​ $ 320,607 ​ $ 25,359 $ 345,966 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 55,643 ​ $ 4,339 $ 59,982 Non-current operating lease liabilities ​ 264,964 ​ 21,020 ​ 285,984 Total operating lease liabilities ​ $ 320,607 ​ $ 25,359 $ 345,966 ​ The following table presents the weighted average remaining lease term and discount rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 Weighted average remaining lease term 5.0 years ​ 5.9 years ​ 3.1 years Weighted average discount rate 7.68 % ​ 7.89 % ​ 8.20 % ​ The following table presents other information related to our operating leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash paid for operating lease liabilities ​ $ 88,248 $ 80,642 $ 68,788 Right-of-use assets related to new operating lease obligations (1) ​ 37,658 ​ 220,945 ​ 26,502 (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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 MARAD Debt (matures February 2027) ​ $ 14,645 ​ $ 23,831 2029 Notes (mature March 2029) ​ 300,000 ​ 300,000 Gross debt ​ ​ 314,645 ​ ​ 323,831 Unamortized debt discount ​ ( 946 ) ​ ( 1,186 ) Unamortized debt issuance costs ​ ( 5,704 ) ​ ( 7,488 ) Total debt ​ 307,995 ​ 315,157 Less current maturities (1) ​ ( 9,644 ) ​ ( 9,186 ) Long-term debt ​ $ 298,351 ​ $ 305,971 (1) Current maturities as of December 31, 2025 and 2024 both included the current portion of the MARAD Debt. ​ 62 Table of Contents Credit Agreement On September 30, 2021 we entered into an asset-based credit agreement with Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. and Zions Bancorporation and subsequently we entered into various amendments (collectively, the “Amended ABL Facility”). 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. and U.K. revolving credit facility commitments of $ 85 million and $ 35 million, respectively. The Amended ABL Facility provides funding based on a borrowing base calculation that includes eligible U.S. and U.K. customer accounts receivable and cash, and provides for a $ 55 million sub-limit for the issuance of letters of credit. 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. and U.K. subsidiaries are the current borrowers under the Amended ABL Facility, whose obligations under the Amended ABL Facility are guaranteed by those borrowers and certain other U.S. and U.K. subsidiaries, excluding Cal Dive I – Title XI, Inc. (“CDI Title XI”), Helix Offshore Services Limited and certain other enumerated subsidiaries. Other subsidiaries may be added as guarantors of the facility in the future. The Amended ABL Facility is secured by all accounts receivable and designated deposit accounts of the U.S. borrowers and guarantors, and by substantially all of the assets of the U.K. borrowers and guarantors. U.S. borrowings under the Amended ABL Facility bear interest at the Term SOFR rate (also known as CME Term SOFR as administered by CME Group, Inc.) plus a margin of 1.50 % to 2.00 % or at a base rate plus a margin of 0.50 % to 1.00 %. U.K. borrowings under the Amended ABL Facility denominated in U.S. dollars bear interest at the Term SOFR rate with SOFR adjustment of 0.10 % and U.K. borrowings denominated in the British pound bear interest at the SONIA daily rate, each plus a margin of 1.50 % to 2.00 %. We also pay a commitment fee of 0.375 % to 0.50 % per annum on the unused portion of the facility. The Amended ABL Facility includes certain limitations on our ability to incur additional indebtedness, grant liens on assets, pay dividends and make distributions on equity interests, dispose of assets, make investments, repay certain indebtedness, engage in mergers, and other matters, in each case subject to certain exceptions. The Amended ABL Facility contains customary default provisions which, if triggered, could result in acceleration of all amounts then outstanding. The Amended ABL Facility requires us to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 if availability is less than the greater of 10 % of the borrowing base or $ 12 million. The Amended ABL Facility also (i) limits the amount of permitted debt for the deferred purchase price of property not to exceed $ 50 million, and (ii) provides for potential ESG-related pricing adjustments based on specific metrics and performance targets determined by us and Bank of America, as agent with respect to the Amended ABL Facility. MARAD Debt In 2005, Helix’s subsidiary CDI-Title XI issued its U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series, to refinance the construction financing originally granted in 2002 of the Q4000 vessel (the “MARAD Debt”). The MARAD Debt is guaranteed by the U.S. government pursuant to Title XI of the Merchant Marine Act of 1936, administered by the Maritime Administration (“MARAD”). The obligation of CDI-Title XI to reimburse MARAD in the event CDI-Title XI fails to repay the MARAD Debt is collateralized by the Q4000 and is guaranteed 50 % by us. In addition, we have agreed to bareboat charter the Q4000 from CDI-Title XI for so long as the MARAD Debt remains outstanding. The MARAD Debt is payable in equal semi-annual installments through February 2027 and bears interest at a rate of 4.93 %. 63 Table of Contents Senior Notes Due 2029 (“2029 Notes”) On December 1, 2023, we issued $ 300 million aggregate principal amount of the 2029 Notes. 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 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. The 2029 Notes mature on March 1, 2029 unless earlier redeemed or repurchased by us. Prior to March 1, 2026, we may, at our option, redeem the 2029 Notes, in whole or in part, at a price equal to 100 % of the aggregate principal amount of the notes to be redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after March 1, 2026, we may, at our option, redeem the 2029 Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Prior to March 1, 2026, following certain equity offerings we may, at our option, on any one or more occasions, redeem up to 40 % of the 2029 Notes at a price equal to 109.750 % of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an amount not exceeding the proceeds of such equity offerings. ​ ​ ​ ​ ​ ​ Redemption Year ​ ​ ​ Price 2026 ​ 104.875 % 2027 ​ 102.438 % 2028 and thereafter ​ 100.000 % ​ Upon the occurrence of a Change of Control Triggering Event, as defined in the indenture governing the 2029 Notes, we may be required to make an offer to repurchase all of the notes then outstanding at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. The indenture governing the 2029 Notes contains customary terms and covenants, including limitations on additional indebtedness, restricted payments, liens, asset sales, transactions with affiliates, mergers and consolidations, designation of unrestricted subsidiaries, and dividend and other restrictions affecting restricted subsidiaries. The 2029 Notes are guaranteed on a senior unsecured basis by the subsidiaries that guarantee the Amended ABL Facility, as well as certain future subsidiaries that may guarantee certain of our indebtedness, including the Amended ABL Facility. The 2029 Notes are junior in right of payment to all our existing and future secured indebtedness and obligations and rank equally in right of payment with all our existing and future senior unsecured indebtedness. The 2029 Notes rank senior in right of payment to any of our future subordinated indebtedness and are fully and unconditionally guaranteed by the guarantors described above on a senior basis. 2026 Notes During December 2023 and the first quarter 2024, we retired the 2026 Notes through various transactions using proceeds from the 2029 Notes as well as the issuance of our common stock. In December 2023, we entered into privately negotiated agreements with certain holders of the 2026 Notes to repurchase $ 159.8 million aggregate principal amount of the 2026 Notes (the “2026 Notes Repurchases”) for 1.5 million shares of our common stock and aggregate cash payments of $ 229.7 million, plus accrued and unpaid cash interest of $ 3.8 million. We recognized pre-tax inducement charges of $ 37.4 million for the 2026 Notes Repurchases in the fourth quarter 2023, representing the total settlement value in excess of the total conversion value of the 2026 Notes Repurchases when the final negotiated offers were accepted. The conversion value paid in excess of the carrying amount of the 2026 Notes Repurchases is reflected in “Common stock” in the shareholders’ equity section of the accompanying consolidated balance sheets. 64 Table of Contents In December 2023, $ 0.2 million aggregate principal amount of the 2026 Notes was tendered for conversion. We settled the conversions for $ 0.3 million cash in March 2024. The conversion value paid in excess of the $ 0.2 million carrying amount of the 2026 Notes that were tendered for conversion is reflected in “Common stock” in the shareholders’ equity section of the accompanying consolidated balance sheets. In January 2024, we issued a notice for the redemption of the remaining $ 40.0 million aggregate principal amount of the 2026 Notes to be settled in March 2024 (the “2026 Notes Redemptions”). The redemption price consisted of the principal amount and the make-whole premium, plus accrued and unpaid interest. Our redemption notice enabled holders of $ 39.7 million aggregate principal amount of the 2026 Notes to tender their notes for conversion prior to the redemption date, with the remaining $ 0.3 million aggregate principal amount of the notes redeemed. We settled both the conversions and redemptions for an aggregate $ 60.2 million cash in March 2024 and recognized pre-tax losses of $ 20.9 million. 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 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 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. Other 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. As of December 31, 2025, we were in compliance with these covenants. The Convertible Senior Notes due 2023 (the “2023 Notes”) matured on September 15, 2023. Upon maturity of the 2023 Notes, we paid $ 29.6 million in cash to settle the conversion of $ 29.2 million aggregate principal amount of the notes, plus accrued and unpaid interest. We recorded the conversion value in excess of such principal amount converted to “Common stock” in the accompanying consolidated balance sheets. Notes representing the remaining $ 0.8 million aggregate principal amount of the 2023 Notes were redeemed at par, plus accrued and unpaid interest. The 2023 Notes had a coupon interest rate of 4.125 % per annum and an effective interest rate of 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. Scheduled maturities of our long-term debt outstanding as of December 31, 2025 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MARAD ​ 2029 ​ ​ ​ ​ ​ ​ ​ Debt ​ ​ ​ Notes ​ ​ ​ Total Less than one year ​ $ 9,644 ​ $ — $ 9,644 One to two years ​ 5,001 ​ — ​ 5,001 Two to three years ​ — ​ — ​ — Three to four years ​ — ​ 300,000 ​ 300,000 Gross debt ​ 14,645 ​ 300,000 ​ 314,645 Unamortized debt discount (1) ​ ​ — ​ ​ ( 946 ) ​ ​ ( 946 ) Unamortized debt issuance costs (1) ​ ( 610 ) ​ ( 5,094 ) ​ ( 5,704 ) Total debt ​ 14,035 ​ 293,960 ​ 307,995 Less current maturities ​ ( 9,644 ) ​ — ​ ( 9,644 ) Long-term debt ​ $ 4,391 ​ $ 293,960 $ 298,351 (1) Debt discount and debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. 65 Table of Contents ​ The following table details the components of our net interest expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Interest expense ​ $ 32,973 ​ $ 33,901 ​ $ 21,359 Interest income ​ ​ ( 10,196 ) ​ ​ ( 11,272 ) ​ ​ ( 4,021 ) Net interest expense ​ $ 22,777 ​ $ 22,629 ​ $ 17,338 ​ ​ Note 8 — Income Taxes We operate in multiple jurisdictions with complex tax laws subject to interpretation and judgment. We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our consolidated financial statements. 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, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Current tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 1,673 ​ $ ( 107 ) ​ $ 1,452 State ​ ​ 53 ​ ​ 10 ​ ​ 58 Foreign ​ 17,994 ​ 15,918 ​ 5,310 Total current ​ $ 19,720 ​ $ 15,821 ​ $ 6,820 Deferred tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ ( 11,993 ) ​ $ 11,562 ​ $ 8,990 State ​ ​ 46 ​ ​ 76 ​ ​ ( 301 ) Foreign ​ 3,880 ​ ( 1,032 ) ​ 2,843 Total deferred ​ $ ( 8,067 ) ​ $ 10,606 ​ $ 11,532 Total income tax provision ​ $ 11,653 ​ $ 26,427 ​ $ 18,352 ​ Components of income before income taxes are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Domestic ​ $ ( 48,969 ) ​ $ ( 32,980 ) ​ $ ( 31,646 ) Foreign ​ 91,449 ​ 115,044 ​ 39,160 Income before income taxes ​ $ 42,480 ​ $ 82,064 ​ $ 7,514 ​ 66 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2025 ​ U.S. federal statutory tax rate ​ $ 8,921 ​ ​ ​ 21.0 % Domestic federal: ​ ​ ​ ​ ​ ​ Foreign tax credits ​ ​ ( 518 ) ​ ( 1.2 ) ​ Non-taxable or non-deductible items: ​ ​ ​ ​ ​ ​ Non-deductible compensation ​ ​ 1,266 ​ 3.0 ​ Other permanent adjustments ​ ​ 69 ​ 0.2 ​ Effect of cross-border tax laws (1) ​ ​ 1,472 ​ 3.4 ​ Return-to-provision ​ ​ ( 4,178 ) ​ ( 9.8 ) ​ Changes in valuation allowances ​ ​ 2,907 ​ 6.8 ​ State and local income taxes, net of federal income tax effect (2) ​ ​ 89 ​ 0.2 ​ Foreign tax effects: ​ ​ ​ ​ ​ ​ U.K.: ​ ​ ​ ​ ​ ​ Internal restructuring ​ ​ ( 17,310 ) ​ ( 40.8 ) ​ Changes in valuation allowances ​ 15,685 36.9 ​ Other reconciling items ​ ( 598 ) ( 1.4 ) ​ Brazil: ​ ​ ​ ​ ​ ​ Statutory tax rate difference ​ ​ 5,025 ​ 11.8 ​ Other reconciling items ​ ​ 22 ​ 0.1 ​ Luxembourg: ​ ​ ​ ​ ​ ​ Rate change ​ ​ 2,430 ​ 5.7 ​ Changes in valuation allowances ​ ​ ( 4,812 ) ​ ( 11.3 ) ​ Other reconciling items ​ ​ 638 ​ 1.5 ​ Taiwan: ​ ​ ​ ​ ​ ​ Non-taxable or non-deductible items ​ ​ ( 1,906 ) ​ ( 4.5 ) ​ Return-to-provision ​ ​ ( 949 ) ​ ( 2.2 ) ​ Other reconciling items ​ ​ 310 ​ 0.7 ​ Nigeria: ​ ​ ​ ​ ​ ​ Statutory tax rate difference ​ ​ 646 ​ 1.5 ​ Non-refundable income taxes withheld ​ ​ 1,947 ​ 4.6 ​ Return-to-provision ​ ​ ( 2,094 ) ​ ( 4.9 ) ​ Withholding taxes ​ ​ 1,430 ​ 3.4 ​ Malaysia – Withholding taxes ​ ​ 1,707 ​ 4.0 ​ Other foreign jurisdictions ​ ​ ( 546 ) ​ ( 1.3 ) ​ Effective tax rate ​ $ 11,653 27.4 % (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, ​ ​ 2024 ​ ​ ​ 2023 Taxes at U.S. statutory rate ​ $ 17,233 ​ ​ ​ 21.0 % $ 1,578 ​ ​ ​ 21.0 % Foreign tax provision ​ 7,944 9.7 ​ 1,590 21.2 ​ Change in valuation allowance ​ ​ ( 5,230 ) ​ ( 6.4 ) ​ ​ 6,374 ​ 84.8 ​ Non-deductible expenses ​ ​ 3,105 ​ 3.8 ​ ​ 2,926 ​ 38.9 ​ Losses related to convertible senior notes (1) ​ ​ 4,078 ​ 5.0 ​ ​ 6,372 ​ 84.8 ​ Other ​ ( 703 ) ( 0.9 ) ​ ( 488 ) ( 6.5 ) ​ Income tax provision ​ $ 26,427 32.2 % $ 18,352 244.2 % (1) Relates to the non-deductibility for U.S. federal income tax purposes of certain charges associated with the 2026 Notes Repurchases and the 2026 Notes Redemptions (Note 7). 67 Table of Contents ​ 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 %. 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. group foreign tax credit carryforward, and a $ 7.7 million decrease in valuation allowance, which was predominantly driven by current year activity, including adjustments to prior year returns. 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. Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes. The nature of these differences and the income tax effect of each are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Depreciation ​ $ 102,597 ​ $ 126,218 Operating leases ​ ​ 71,064 ​ ​ 77,773 Prepaid and other ​ ​ 13,641 ​ ​ 14,090 Total deferred tax liabilities ​ $ 187,302 ​ $ 218,081 Deferred tax assets: ​ ​ ​ ​ Net operating losses ​ $ ( 62,107 ) ​ $ ( 71,244 ) Operating leases ​ ​ ( 71,064 ) ​ ​ ( 77,773 ) Asset retirement obligations ​ ​ ( 14,442 ) ​ ​ ( 13,219 ) Reserves, accrued liabilities and other ​ ( 19,069 ) ​ ( 17,253 ) Total deferred tax assets ​ ( 166,682 ) ​ ( 179,489 ) Valuation allowance ​ 84,951 ​ 75,381 Net deferred tax liabilities ​ $ 105,571 ​ $ 113,973 ​ At December 31, 2025, our U.S. tax attributes included $ 8.1 million in foreign tax credit carryforwards, which expire between 2033 and 2035. Our non-U.S. 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. Internal Revenue Service. In non-U.S. jurisdictions, the open tax periods include 2020 through 2025. 68 Table of Contents Components of income taxes paid (net of refunds received) by jurisdiction during the year ended December 31, 2025 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 U.S. federal ​ $ 9,500 U.S. state and local: ​ ​ ​ Louisiana ​ ​ 53 Foreign: ​ ​ ​ Brazil ​ ​ 9,060 Malaysia ​ ​ 1,707 Nigeria ​ ​ 6,868 Norway ​ ​ 2,360 Other ​ ( 316 ) Total foreign ​ ​ 19,679 Total taxes paid, net ​ $ 29,232 ​ ​ Note 9 — Shareholders’ Equity Our amended and restated Articles of Incorporation provide for authorized Common Stock of 240,000,000 shares with no stated par value per share and 5,000,000 shares of preferred stock, $ 0.01 par value per share, issuable in one or more series. In connection with the 2026 Notes offering (Note 7), we entered into the 2026 Capped Calls with three separate option counterparties. 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. 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. ​ Note 10 — Share Repurchase Programs In February 2023, our Board of Directors (our “Board”) authorized a share repurchase program (the “2023 Repurchase Program”). Under the 2023 Repurchase Program, we are authorized to repurchase up to $ 200 million issued and outstanding shares of our common stock. 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). 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 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. The 2023 Repurchase Program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion. Any repurchased shares are cancelled. ​ 69 Table of Contents Note 11 — Revenue from Contracts with Customers Disaggregation of Revenue We provide services to our customers in the following markets that are key to our energy transition strategy: Production maximization, Decommissioning and Renewables. The following table provides information about disaggregated revenue by market strategy (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Well ​ ​ ​ Shallow Water ​ Production ​ Intercompany ​ Total ​ ​ ​ ​ Intervention ​ ​ ​ Robotics ​ ​ ​ Abandonment ​ ​ ​ Facilities ​ ​ ​ Eliminations ​ ​ ​ Revenue Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Production maximization ​ $ 211,589 ​ $ 111,006 ​ $ 6,459 ​ $ 72,693 ​ $ ( 10,460 ) ​ $ 391,287 Decommissioning ​ ​ 507,977 ​ ​ 36,052 ​ ​ 193,098 ​ ​ — ​ ​ ( 22,042 ) ​ ​ 715,085 Renewables ​ ​ — ​ ​ 157,226 ​ ​ 76 ​ ​ — ​ ​ — ​ ​ 157,302 Other ​ 9,805 ​ 19,069 ​ — ​ — ​ ( 1,074 ) ​ 27,800 Total ​ $ 729,371 ​ $ 323,353 ​ $ 199,633 ​ $ 72,693 ​ $ ( 33,576 ) ​ $ 1,291,474 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Production maximization ​ $ 408,791 ​ $ 117,207 ​ $ 8,469 ​ $ 88,709 ​ $ ( 29,678 ) ​ $ 593,498 Decommissioning ​ ​ 416,057 ​ ​ 17,717 ​ ​ 178,462 ​ ​ — ​ ​ ( 14,272 ) ​ ​ 597,964 Renewables ​ ​ — ​ ​ 152,306 ​ ​ — ​ ​ — ​ ​ — ​ ​ 152,306 Other ​ 5,014 ​ 10,448 ​ 48 ​ — ​ ( 718 ) ​ 14,792 Total ​ $ 829,862 ​ $ 297,678 ​ $ 186,979 ​ $ 88,709 ​ $ ( 44,668 ) ​ $ 1,358,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Production maximization ​ $ 228,649 ​ $ 103,692 ​ $ 13,825 ​ $ 87,885 ​ $ ( 17,824 ) ​ $ 416,227 Decommissioning ​ ​ 458,437 ​ ​ 47,768 ​ ​ 261,129 ​ ​ — ​ ​ ( 18,690 ) ​ ​ 748,644 Renewables ​ ​ — ​ ​ 99,861 ​ ​ — ​ ​ — ​ ​ — ​ ​ 99,861 Other ​ 20,632 ​ 6,554 ​ — ​ — ​ ( 2,190 ) ​ 24,996 Total ​ $ 707,718 ​ $ 257,875 ​ $ 274,954 ​ $ 87,885 ​ $ ( 38,704 ) ​ $ 1,289,728 (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 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 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. 70 Table of Contents Performance Obligations As of December 31, 2025, $ 1.3 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 693.6 million, $ 391.4 million and $ 225.7 million in 2026 , 2027 and 2028 and beyond, respectively. These amounts include fixed consideration and estimated variable consideration for both wholly and partially unsatisfied performance obligations, including mobilization and demobilization fees. These amounts are derived from the specific terms of our contracts, and the expected timing for revenue recognition is based on the estimated start date and duration of each contract according to the information known at December 31, 2025. For the years ended December 31, 2025, 2024 and 2023, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were immaterial. Contract Fulfillment Costs Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying consolidated balance sheets (Note 4). Our deferred contract costs as of December 31, 2025 and 2024 totaled $ 25.6 million and $ 37.2 million, respectively. For the years ended December 31, 2025, 2024 and 2023, we recorded $ 68.0 million, $ 62.9 million and $ 43.2 million, respectively, related to amortization of deferred contract costs. There were no material impairment losses on deferred contract costs for any period presented. ​ Note 12 — Earnings Per Share The computations of the numerator (earnings or loss) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 2023 ​ ​ ​ ​ Income ​ ​ ​ Shares ​ ​ ​ Income ​ ​ ​ Shares ​ ​ ​ Income ​ ​ ​ Shares Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 30,827 ​ ​ $ 55,637 ​ ​ $ ( 10,838 ) ​ Less: Undistributed earnings allocated to participating securities ​ ( 22 ) ​ ​ ​ ( 53 ) ​ ​ ​ — ​ Net income (loss) available to common shareholders, basic ​ $ 30,805 ​ 148,349 ​ $ 55,584 151,989 ​ $ ( 10,838 ) 150,917 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share, basic ​ $ 0.21 ​ ​ ​ $ 0.37 ​ ​ ​ $ ( 0.07 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 2023 ​ ​ ​ ​ Income ​ ​ ​ Shares ​ ​ ​ Income ​ ​ ​ Shares ​ ​ ​ Income ​ ​ ​ Shares Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to common shareholders, basic ​ $ 30,805 ​ 148,349 ​ $ 55,584 151,989 ​ $ ( 10,838 ) 150,917 Effect of dilutive securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-based awards other than participating securities ​ — ​ 105 ​ — 2,710 ​ — — Undistributed earnings reallocated to participating securities ​ — ​ — ​ 1 — ​ — — Net income (loss) available to common shareholders, diluted ​ $ 30,805 ​ 148,454 ​ $ 55,585 154,699 ​ $ ( 10,838 ) 150,917 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share, diluted ​ $ 0.21 ​ ​ ​ $ 0.36 ​ ​ ​ $ ( 0.07 ) ​ ​ ​ 71 Table of Contents 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, 2023 Diluted shares (as reported) 150,917 Share-based awards 3,154 Total 154,071 ​ 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, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 2023 Notes ​ — ​ — ​ 2,247 2026 Notes ​ — ​ 1,297 ​ 28,139 ​ We have outstanding RSUs (Note 13) that can be settled in either cash or shares of our common stock, or a combination thereof, which are not included in the computation of diluted EPS as cash settlement is assumed. ​ Note 13 — Employee Benefit Plans Long-Term Incentive Plan We currently have one active long-term incentive plan, the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). The 2005 Incentive Plan is administered by the Compensation Committee of our Board (the “Compensation Committee”). The Compensation Committee also determines the type of award to be made to each recipient and, as set forth in the related award agreement, the terms, conditions and limitations applicable to each award. The Compensation Committee may grant various forms of award in accordance with the 2005 Incentive Plan. Awards that have been granted to employees under the 2005 Incentive Plan have a vesting period of three years (or 33 % per year) with the exception of PSUs, which vest in amounts in accordance with their terms on the third anniversary date of the grant. On May 15, 2024, our shareholders approved an amendment to and restatement of the 2005 Incentive Plan, which, among other things, authorizes 7.0 million additional shares for issuance pursuant to our equity incentive compensation strategy. 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, 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant Date ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Date of Grant ​ ​ ​ Award Type ​ ​ ​ Shares/Units ​ ​ ​ Per Share/Unit ​ ​ ​ Vesting Period/Vesting Date January 1, 2025 (1) RSU 443,401 ​ $ 9.32 33 % per year over three years January 1, 2025 (2) PSU 397,264 ​ $ 10.56 100 % on December 31, 2027 January 1, 2025 (3) Restricted stock 3,018 ​ $ 9.32 100 % on January 1, 2027 December 10, 2025 (3) Restricted stock 124,140 ​ $ 7.25 100 % on December 10, 2026 (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. ​ 72 Table of Contents In January 2026, we granted certain officers 719,298 RSUs and 605,661 PSUs under the 2005 Incentive Plan. The grant date fair value of the RSUs was $ 6.27 per unit or $ 4.5 million. The grant date fair value of the PSUs was $ 6.93 per unit or $ 4.2 million. PSUs and RSUs issued in 2026 are payable in either cash or stock, or a combination thereof, at the discretion of the Compensation Committee. Also in January 2026, we granted $ 6.8 million of fixed value cash awards to select management employees under the 2005 Incentive Plan. Restricted Stock Awards We grant restricted stock to members of our Board and from time to time our executive officers and select management employees. The following table summarizes information about our restricted stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ ​ Shares ​ ​ ​ Fair Value (1) ​ ​ ​ Shares ​ ​ ​ Fair Value (1) ​ ​ ​ Shares ​ ​ ​ Fair Value (1) Awards outstanding at beginning of year 114,331 ​ $ 9.90 193,129 ​ $ 7.52 387,628 ​ $ 6.70 Granted 127,158 ​ 7.30 102,547 ​ 10.18 148,224 ​ 8.68 Vested (2) ( 104,110 ) ​ 9.79 ( 146,947 ) ​ 7.25 ( 342,723 ) ​ 7.10 Forfeited — ​ — ( 34,398 ) ​ 8.70 — ​ — Awards outstanding at end of year 137,379 ​ $ 7.58 114,331 ​ $ 9.90 193,129 ​ $ 7.52 (1) Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant. (2) During the years ended December 31, 2025, 2024 and 2023, total fair value of vested restricted stock was $ 0.8 million, $ 1.5 million and $ 2.9 million, respectively . ​ For the years ended December 31, 2025, 2024 and 2023, $ 1.0 million, $ 1.0 million and $ 1.3 million, respectively, were recognized as share-based compensation related to restricted stock. 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. PSU Awards 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ ​ Units ​ ​ ​ Fair Value (1) ​ ​ ​ Units ​ ​ ​ Fair Value (1) ​ ​ ​ Units ​ ​ ​ Fair Value (1) PSU awards outstanding at beginning of year 1,906,613 ​ $ 7.01 2,007,584 ​ $ 5.71 1,888,024 ​ $ 6.25 Granted 397,264 ​ 10.56 351,410 ​ 12.30 489,498 ​ 9.26 Vested (2) ( 1,065,705 ) ​ 4.25 ( 452,381 ) ​ 5.33 ( 369,938 ) ​ 13.15 PSU awards outstanding at end of year 1,238,172 ​ $ 10.53 1,906,613 ​ $ 7.01 2,007,584 ​ $ 5.71 (1) Represents the weighted average grant date fair value. 73 Table of Contents (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. RSU 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ ​ Units ​ ​ ​ Fair Value (1) ​ ​ ​ Units ​ ​ ​ Fair Value (1) ​ ​ ​ Units ​ ​ ​ Fair Value (1) RSU awards outstanding at beginning of year 1,068,592 ​ $ 6.98 1,367,702 ​ $ 4.82 1,367,294 ​ $ 3.36 Granted 443,401 ​ 9.32 375,730 ​ 10.28 506,436 ​ 7.38 Vested ( 649,289 ) ​ 5.61 ( 674,840 ) ​ 4.43 ( 506,028 ) ​ 3.44 RSU awards outstanding at end of year 862,704 ​ $ 9.22 1,068,592 ​ $ 6.98 1,367,702 ​ $ 4.82 (1) Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant. ​ Compensation cost recognized for the years ended December 31, 2025, 2024 and 2023 was $ 2.9 million and $ 5.8 million and $ 6.8 million, respectively, which approximated the fair value of RSUs vested in January 2026, 2025 and 2024, respectively. Future compensation cost based on the fair value of unvested RSUs at December 31, 2025 totaled approximately $ 2.6 million. The weighted average vesting period related to unvested RSUs at December 31, 2025 was approximately 1.3 years. Cash Awards In 2025, 2024 and 2023, we granted fixed value cash awards of $ 6.7 million, $ 6.1 million and $ 6.0 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years . For the years ended December 31, 2025, 2024 and 2023, we recognized compensation costs of $ 5.5 million and $ 5.4 million and $ 4.5 million, respectively, which reflect the cash payouts made in January 2026, 2025 and 2024, respectively. Defined Contribution Plans We sponsor a defined contribution 401(k) retirement plan in the U.S. We also contribute to various other defined contribution plans globally. For the years ended December 31, 2025, 2024 and 2023, we made contributions to our defined contribution plans totaling $ 5.5 million, $ 5.5 million and $ 4.3 million, respectively. 74 Table of Contents Employee Stock Purchase Plan As of December 31, 2025, 0.7 million shares were available for issuance under the ESPP. Eligible employees who participate in the ESPP may purchase shares of our common stock through payroll deductions on an after-tax basis over a four-month period beginning on January 1, May 1, and September 1 of each year during the term of the ESPP, subject to certain restrictions and limitations established by the Compensation Committee and Section 423 of the Internal Revenue Code. The per share price of common stock purchased under the ESPP is equal to 85 % of the lesser of its fair market value on (i) the first trading day of the purchase period or (ii) the last trading day of the purchase period. The ESPP currently has a purchase limit of 260 shares per employee per purchase period. ​ Note 14 — Business Segment Information We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities. Our U.S., U.K. and Brazil Well Intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes. These reportable segments are strategic business units that utilize different mix of vessels and/or equipment to perform different types of services. All material intercompany transactions between the segments have been eliminated. See Note 1 for more information on our business segments. Our chief operating decision maker (“CODM”) is the chief operating officer. The CODM uses segment operating income or loss as the measure of segment profit or loss to evaluate segment performance by comparing the results of each segment with its annual budgeted amounts and monthly forecasts as well as the results of other segments. The CODM also uses segment operating income or loss to allocate company resources (including employees, property, and financial resources) to each segment. Information about our segment revenues and our measure of segment profit or loss is shown as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Well ​ ​ ​ Shallow Water ​ Production ​ ​ ​ ​ ​ Intervention ​ ​ ​ Robotics ​ ​ ​ Abandonment ​ ​ ​ Facilities ​ ​ ​ Total Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenues ​ $ 729,371 ​ $ 289,841 ​ $ 199,569 ​ $ 72,693 ​ $ 1,291,474 Intersegment revenues (1) ​ — ​ 33,512 ​ 64 ​ — ​ 33,576 Segment revenues ​ ​ 729,371 ​ ​ 323,353 ​ ​ 199,633 ​ ​ 72,693 ​ ​ 1,325,050 Elimination of intersegment revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 33,576 ) Total consolidated net revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,291,474 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less (2) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct cost of revenues ​ ( 673,111 ) ​ ( 235,975 ) ​ ( 171,030 ) ​ ( 50,997 ) ​ ​ Operations support ​ ( 15,666 ) ​ ( 5,597 ) ​ ( 10,671 ) ​ ( 549 ) ​ ​ Selling, general and administrative expenses ​ ( 16,227 ) ​ ( 10,456 ) ​ ( 7,429 ) ​ ( 849 ) ​ ​ Segment operating income ​ $ 24,367 ​ $ 71,325 ​ $ 10,503 ​ $ 20,298 ​ $ 126,493 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenues ​ $ 823,472 ​ $ 259,639 ​ $ 186,740 ​ $ 88,709 ​ $ 1,358,560 Intersegment revenues (1) ​ 6,390 ​ 38,039 ​ 239 ​ — ​ 44,668 Segment revenues ​ ​ 829,862 ​ ​ 297,678 ​ ​ 186,979 ​ ​ 88,709 ​ ​ 1,403,228 Elimination of intersegment revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 44,668 ) Total consolidated net revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,358,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less (2) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct cost of revenues ​ ( 704,120 ) ​ ( 203,849 ) ​ ( 175,111 ) ​ ( 64,429 ) ​ ​ Operations support ​ ( 15,130 ) ​ ( 5,542 ) ​ ( 12,645 ) ​ ( 514 ) ​ ​ Selling, general and administrative expenses ​ ( 16,991 ) ​ ( 10,944 ) ​ ( 8,396 ) ​ ( 2,513 ) ​ ​ Other segment items (3) ​ ( 416 ) ​ — ​ ( 150 ) ​ 87 ​ ​ Segment operating income (loss) ​ $ 93,205 ​ $ 77,343 ​ $ ( 9,323 ) ​ $ 21,340 ​ $ 182,565 ​ 75 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Well ​ ​ ​ Shallow Water ​ Production ​ ​ ​ ​ ​ Intervention ​ ​ ​ Robotics ​ ​ ​ Abandonment ​ ​ ​ Facilities ​ ​ ​ Total Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External revenues ​ $ 704,365 ​ $ 222,612 ​ $ 274,866 ​ $ 87,885 ​ $ 1,289,728 Intersegment revenues (1) ​ 3,353 ​ 35,263 ​ 88 ​ — ​ 38,704 Segment revenues ​ ​ 707,718 ​ ​ 257,875 ​ ​ 274,954 ​ ​ 87,885 ​ ​ 1,328,432 Elimination of intersegment revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 38,704 ) Total consolidated net revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,289,728 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less (2) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct cost of revenues ​ ( 646,127 ) ​ ( 192,419 ) ​ ( 186,873 ) ​ ( 63,785 ) ​ ​ Operations support ​ ( 14,427 ) ​ ( 4,838 ) ​ ( 16,820 ) ​ ( 606 ) ​ ​ Selling, general and administrative expenses ​ ( 14,766 ) ​ ( 8,468 ) ​ ( 5,088 ) ​ ( 2,662 ) ​ ​ Other segment items (3) ​ — ​ 300 ​ 67 ​ — ​ ​ Segment operating income ​ $ 32,398 ​ $ 52,450 ​ $ 66,240 ​ $ 20,832 ​ $ 171,920 (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 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). (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown. (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, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Reconciliation of segment profit — ​ ​ ​ ​ ​ ​ Segment operating income ​ $ 126,493 ​ $ 182,565 ​ $ 171,920 Long-lived asset impairment (1) ​ ( 18,064 ) ​ — ​ — Change in fair value of contingent consideration (2) ​ ​ — ​ ​ — ​ ​ ( 42,246 ) Corporate, eliminations and other ​ ( 43,294 ) ​ ( 55,130 ) ​ ( 66,164 ) Net interest expense ​ ​ ( 22,777 ) ​ ​ ( 22,629 ) ​ ​ ( 17,338 ) Losses related to convertible senior notes (3) ​ ​ — ​ ​ ( 20,922 ) ​ ​ ( 37,277 ) Other non-operating income (expense), net ​ ​ 122 ​ ​ ( 1,820 ) ​ ​ ( 1,381 ) Income before income taxes ​ $ 42,480 ​ $ 82,064 ​ $ 7,514 (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). ​ 76 Table of Contents The following items are also regularly provided to the CODM (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Capital expenditures (1) — ​ ​ ​ ​ ​ ​ ​ ​ ​ Well Intervention ​ $ 6,062 ​ $ 10,955 ​ $ 7,763 Robotics ​ 7,900 ​ 10,402 ​ 3,957 Shallow Water Abandonment ​ ​ 2,010 ​ ​ 1,403 ​ ​ 6,890 Production Facilities ​ — ​ — ​ — Corporate, eliminations and other ​ 370 ​ 543 ​ 978 Total ​ $ 16,342 ​ $ 23,303 ​ $ 19,588 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization (2) — ​ ​ ​ ​ ​ ​ ​ ​ ​ Well Intervention ​ $ 140,211 ​ $ 123,517 ​ $ 113,025 Robotics ​ 4,805 ​ 7,601 ​ 9,604 Shallow Water Abandonment ​ ​ 23,045 ​ ​ 20,463 ​ ​ 20,150 Production Facilities ​ 19,080 ​ 21,279 ​ 21,028 Corporate and eliminations ​ 241 ​ 432 ​ 309 Total ​ $ 187,382 ​ $ 173,292 ​ $ 164,116 (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 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 U.S. ​ $ 494,544 ​ $ 542,860 ​ $ 644,755 North Sea (1) ​ 272,254 ​ 249,968 ​ 274,745 Brazil ​ 354,509 ​ 185,538 ​ 177,070 Asia Pacific ​ ​ 68,415 ​ ​ 222,119 ​ ​ 163,957 West Africa ​ ​ 95,519 ​ ​ 71,960 ​ ​ 8,423 Other ​ 6,233 ​ 86,115 ​ 20,778 Total ​ $ 1,291,474 ​ $ 1,358,560 ​ $ 1,289,728 (1) Includes revenues generated from the U.K. 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 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. For instance, the Q4000 and related IRS system, which are based in the U.S., are temporarily operating offshore West Africa. The following table provides our property and equipment, net of accumulated depreciation, by individually significant country where those assets are based (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 U.S. ​ $ 581,297 ​ $ 659,721 U.K. ​ 583,464 ​ 578,505 Brazil ​ 197,733 ​ 199,627 Total ​ $ 1,362,494 ​ $ 1,437,853 ​ 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. ​ ​ 77 Table of Contents ​ Note 15 — Asset Retirement Obligations 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 AROs at January 1, ​ $ 62,947 ​ $ 61,356 ​ $ 51,956 Revisions in estimates ​ — ​ ( 4,010 ) ​ 3,257 Accretion expense ​ 5,823 ​ 5,601 ​ 6,143 AROs at December 31, ​ $ 68,770 ​ $ 62,947 ​ $ 61,356 ​ ​ ​ Note 16 — Commitments and Contingencies and Other Matters Commitments 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 From time to time, we may incur losses related to our contracts for matters such as costs in excess of contract consideration or claims related to disputes with customers and any obligations thereunder. 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 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 accrued for or covered by insurance, will have a material adverse impact on our consolidated financial statements. ​ Note 17 — Statement of Cash Flow Information The following table provides supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Interest paid ​ $ 30,844 ​ $ 25,447 ​ $ 20,984 Income taxes paid (1) ​ ​ 30,753 ​ ​ 14,124 ​ ​ 7,394 (1) Exclusive of any income tax refunds . ​ 78 Table of Contents Our capital additions include the acquisition of property and equipment for which payment has not been made. As of December 31, 2025 and 2024, these non-cash capital additions totaled $ 1.0 million and $ 0.1 million, respectively. 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 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. ​ Note 18 — Allowance Accounts The following table sets forth the activity in our valuation accounts for each of the three years in the period ended December 31, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for ​ Deferred Tax Asset ​ ​ ​ ​ Credit Losses ​ ​ ​ Valuation Allowance Balance at December 31, 2022 ​ $ 2,277 ​ $ 22,157 Additions (1) (2) ​ 1,149 ​ 51,354 Write-offs ​ ​ ( 19 ) ​ ​ — Adjustments (3) ​ — ​ 7,604 Balance at December 31, 2023 ​ ​ 3,407 ​ ​ 81,115 Additions (1) ​ ​ 275 ​ ​ — Adjustments (4) ​ ​ — ​ ​ ( 5,734 ) Balance at December 31, 2024 ​ ​ 3,682 ​ ​ 75,381 Reductions (1) ​ ( 136 ) ​ — Adjustments (3) ​ ( 17 ) ​ 9,570 Balance at December 31, 2025 ​ $ 3,529 ​ $ 84,951 (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. (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. group foreign tax credit carryforward, and a $ 7.7 million decrease in valuation allowance, which was predominantly driven by current year activity, including adjustments to prior year returns. ​ See Note 2 for a detailed discussion regarding our accounting policy on accounts receivable and allowance for credit losses. See Note 8 for a detailed discussion of the valuation allowance related to our deferred tax assets. ​ Note 19 — Fair Value Measurements Our financial instruments include cash and cash equivalents, receivables, accounts payable and long-term debt. 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. 79 Table of Contents The principal amount and estimated fair value of our long-term debt are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ Principal ​ Fair ​ Principal ​ Fair ​ ​ ​ ​ Amount (1) ​ ​ ​ Value (2) ​ ​ ​ Amount (1) ​ ​ ​ Value (2) MARAD Debt (matures February 2027) ​ $ 14,645 ​ $ 14,611 ​ $ 23,831 ​ $ 23,505 2029 Notes (mature March 2029) ​ ​ 300,000 ​ ​ 317,250 ​ ​ 300,000 ​ ​ 319,500 Total debt ​ $ 314,645 ​ $ 331,861 ​ $ 323,831 ​ $ 343,005 (1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 7 for additional disclosures on our long-term debt. (2) The estimated fair value was determined using Level 2 fair value inputs under the market approach, which was determined using quotes in inactive markets. ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​