What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-24 compared with 2025-10-23 · 120 added, 258 removed, 398 unchanged (49% of the section changed)

4 unchanged sentences

(in thousands)

September 30,

Current assets:

9 unchanged sentences

Operating lease right-of-use assets

Deferred recertification and dry dock costs, net

Deferred certification and dry dock costs, net

Other assets, net

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Three Months Ended

Nine Months Ended

September 30,

Cost of sales

Gain (loss) on disposition of assets, net

Selling, general and administrative expenses

Income from operations

Income (loss) from operations

Net interest expense

Losses related to convertible senior notes

Other expense, net

Other income (expense), net

Royalty income and other

Income before income taxes

Income tax provision

Earnings per share of common stock:

Income (loss) before income taxes

Income tax provision (benefit)

Net income (loss)

Earnings (loss) per share of common stock:

Weighted average common shares outstanding:

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Three Months Ended

Nine Months Ended

September 30,

Net income (loss)

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

Comprehensive income

Comprehensive income (loss)

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

5 unchanged sentences

Shareholders’

Balance, June 30, 2025

Foreign currency translation adjustments

Repurchases of common stock

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2025

Balance, June 30, 2024

Foreign currency translation adjustments

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2024

Comprehensive

Shareholders’

Balance, December 31, 2025

Foreign currency translation adjustments

Repurchases of common stock

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2025

Balance, March 31, 2026

Balance, December 31, 2024

Foreign currency translation adjustments

Settlement of convertible debt conversion

Repurchases of common stock

Termination of capped calls

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2024

Balance, March 31, 2025

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

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(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

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

Amortization of deferred recertification and dry dock costs

Deferred recertification and dry dock costs

Payment of earnout consideration

Net income (loss)

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

Amortization of deferred certification and dry dock costs

Deferred certification and dry dock costs

Amortization of debt discount

2 unchanged sentences

Deferred income taxes

Loss on disposition of assets, net

Losses related to convertible senior notes

Unrealized foreign currency gains

Unrealized foreign currency losses

Changes in operating assets and liabilities:

1 unchanged sentence

Other current assets

Income tax receivable, net of income tax payable

Income tax receivable

Accounts payable and accrued liabilities

2 unchanged sentences

Capital expenditures

Proceeds from sale of assets

Proceeds from insurance recoveries

Net cash used in investing activities

Cash flows from financing activities:

Payments related to convertible senior notes

Repayment of MARAD Debt

Proceeds from settlement of capped calls

Debt issuance costs

Repurchases of common stock

Payments related to tax withholding for share-based compensation

Proceeds from issuance of ESPP shares

Payment of earnout consideration

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents:

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Actual results may differ from our estimates.

We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of shareholders’ equity and statements of cash flows, as applicable.

The operating results for the three- and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income (loss), statements of shareholders’ equity and statements of cash flows, as applicable.

The operating results for the three-month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Our balance sheet as of December 31, 2025 included herein has been derived from the audited balance sheet as of December 31, 2025 included in our 2025 Annual Report on Form 10-K (our “2025 Form 10-K”).

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New accounting standards

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.

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

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

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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:

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● Production maximization — our assets and methodologies are specifically designed to safely and efficiently enhance and extend the lives of existing oil and gas reserves;

● Decommissioning — we are a full-field abandonment contractor and believe that regulatory push for plug and abandonment (“P&A”) and transition to renewable energy will facilitate the continued growth of the abandonment market;

● Decommissioning — we are a full-field abandonment contractor with vessels and systems to safely and efficiently decommission offshore wells and infrastructure in both deepwater and the Gulf of America shelf;

● Renewables — we are an established global leader in jet trenching and provide specialty support services to renewable energy developments (primarily offshore wind farms), including boulder removal and unexploded ordnance clearance.

We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of America (deepwater and shelf), U.S.

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

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 peak in the summer months and decline in the winter months.

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

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

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

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

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

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

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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, a vertically integrated company that offers a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, P&A systems and 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.

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Other current assets consist of the following (in thousands):

September 30,

Income tax receivable

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Other assets, net consist of the following (in thousands):

September 30,

Prepaid charter (1)

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Total other assets, net

(1) Represents prepayments to the owner of the Siem 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 oil and gas properties we acquired from Marathon Oil Corporation in 2019.

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

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

Accrued liabilities consist of the following (in thousands):

September 30,

Accrued payroll and related benefits

3 unchanged sentences

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

September 30,

Deferred revenue (Note 8)

Asset retirement obligations (Note 12)

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Operating lease cost

3 unchanged sentences

Net lease cost

Maturities of our operating lease liabilities as of September 30, 2025 are as follows (in thousands):

Maturities of our operating lease liabilities as of March 31, 2026 are as follows (in thousands):

Facilities and

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The following table presents the weighted average remaining lease term and discount rate:

September 30,

Weighted average remaining lease term

1 unchanged sentence

The following table presents other information related to our operating leases (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Cash paid for operating lease liabilities

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

(1) Our operating lease additions are primarily related to the charter for the Trym during the nine-month period ended September 30, 2025, and the charter extensions for the Siem Helix 1 , the Siem Helix 2 , the Grand Canyon II and the Shelia Bordelon during the nine-month period ended September 30, 2024 (Note 13).

(1) Our operating lease additions are primarily related to the charter for the Patriot during the three-month period ended March 31, 2026, and the charter for the Trym during the three-month period ended March 31, 2025.

See Note 13 for additional information on our significant leases.

Note 5 — Long-Term Debt

Scheduled maturities of our long-term debt outstanding as of September 30, 2025 are as follows (in thousands):

Scheduled maturities of our long-term debt outstanding as of March 31, 2026 are as follows (in thousands):

Less than one year

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Two to three years

Three to four years

Unamortized debt discount (1)

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

As of September 30, 2025, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 94.3 million, net of $ 1.5 million of letters of credit issued and includes $ 2.5 million of cash pledged to the facility.

As of March 31, 2026, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 113.0 million, net of $ 1.5 million of letters of credit issued and includes $ 2.6 million of cash pledged to the facility.

We and certain of our U.S.

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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.

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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 Redemption

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 condensed consolidated statement of operations.

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

For the nine-month period ended September 30, 2024, total interest expense related to the 2026 Notes was $ 0.4 million with coupon interest expense of $ 0.3 million and the amortization of debt issuance costs of $ 0.1 million.

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 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 condensed consolidated balance sheets.

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 September 30, 2025, we were in compliance with these covenants.

As of March 31, 2026, we were in compliance with these covenants.

The following table details the components of our net interest expense (in thousands):

September 30,

Three Months Ended

Interest expense

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We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our condensed 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 three- and nine-month periods ended September 30, 2025.

For the three- and nine-month periods ended September 30, 2025, we recorded income tax provision of $ 19.2 million and $ 13.6 million, respectively, resulting in effective tax rates of 46.5 % and 37.7 % respectively.

The effective tax rates for these periods were impacted by certain discrete items and the jurisdictional mix of earnings.

For the three- and nine-month periods ended September 30, 2024, we recorded income tax provision of $ 9.5 million and $ 22.5 million, respectively, resulting in effective tax rates of 24.4 % and 38.8 %, respectively.

The effective rate for the three-month period ended September 30, 2024 was impacted by certain non-deductible expenses and non-creditable foreign income taxes.

The effective rate for the nine-month period ended September 30, 2024 was impacted by the non-deductibility of certain losses associated with the 2026 Notes Redemptions, which was characterized as a discrete event.

For the three-month period ended March 31, 2026, we recorded income tax benefit of $ 3.2 million, resulting in an effective tax rate of 19.0 %.

The effective tax rate for the three-month period ended March 31, 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits.

For the three-month period ended March 31, 2025, we recorded income tax provision of $ 0.5 million, resulting in an effective tax rate of 12.9 %.

The effective rate for the three-month period ended March 31, 2025 was impacted by a discrete non-U.S.

Note 7 — Share Repurchase Programs

In February 2023, our Board of Directors (our “Board”) authorized a share repurchase program to repurchase issued and outstanding shares of our common stock up to $ 200 million (the “2023 Repurchase Program”).

As of September 30, 2025, approximately $ 128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program.

During the nine-month period ended September 30, 2025, we repurchased a total of 4,643,060 shares of our common stock pursuant to the 2023 Repurchase Program for approximately $ 30.0 million.

During the nine-month period ended September 30, 2024, we repurchased a total of 937,585 shares of our common stock pursuant to the 2023 Repurchase Program for approximately $ 10.2 million.

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.

We did not make any share repurchases during the three-month period ended March 31, 2026.

As of March 31, 2026, approximately $ 128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program.

Effective April 22, 2026, our Board has decided to suspend all repurchases of shares of our common stock under the 2023 Repurchase Program.

Our Board may authorize management to resume repurchases of shares under the 2023 Repurchase Program in the future at its discretion.

The manner, timing and amount of any future repurchases under the 2023 Repurchase Program, if repurchases under the 2023 Repurchase Program are resumed, 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.

Any shares repurchased under the 2023 Repurchase Program are cancelled.

Note 8 — Revenue from Contracts with Customers

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

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

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

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

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

Production maximization, Decommissioning and Renewables.

The following tables provide information about disaggregated revenue by contract duration and by market strategy (in thousands):

Shallow Water

Three months ended September 30, 2025

Three months ended September 30, 2024 (1)

Nine months ended September 30, 2025

Nine months ended September 30, 2024 (1)

The following table provides information about disaggregated revenue by market strategy (in thousands):

Shallow Water

Three months ended September 30, 2025

Production maximization

Decommissioning

Three months ended September 30, 2024 (1)

Production maximization

Decommissioning

Nine months ended September 30, 2025

Three months ended March 31, 2026

Production maximization

Decommissioning

Nine months ended September 30, 2024 (1)

Three months ended March 31, 2025

Production maximization

Decommissioning

(1) For the three- and nine-month periods ended September 30, 2024, $ 8.1 million and $ 20.1 million, respectively, have been removed from Well Intervention segment revenues and related intersegment eliminations.

See Note 11 regarding this change in prior year reported segment information .

Contract Balances

Net contract assets were $ 8.8 million as of September 30, 2025 and $ 12.2 million as of December 31, 2024 and are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3).

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 three- and nine-month periods ended September 30, 2025 and 2024.

Net contract liabilities totaled $ 31.1 million as of September 30, 2025 and $ 15.6 million as of December 31, 2024 and are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying condensed consolidated balance sheets (Note 3).

The increase was primarily attributable to a larger amount of deferred mobilization fees for work that has not yet been completed as well as more prepayments on work not yet performed.

Revenue recognized for the three- and nine-month periods ended September 30, 2025 included $ 19.8 million and $ 19.4 million, respectively, that were included in the contract liability balance at the beginning of each period.

Revenue recognized for the three- and nine-month periods ended September 30, 2024 included $ 12.6 million and $ 34.4 million, respectively, that were included in the contract liability balance at the beginning of each period.

Net contract assets were $ 9.7 million as of March 31, 2026 and $ 10.9 million as of December 31, 2025 and are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3).

The decrease in net contract assets was primarily attributable to the completion of a lump sum contract that had a contract asset balance as of December 31, 2025.

We had no credit losses on our contract assets for the three-month periods ended March 31, 2026 and 2025.

Net contract liabilities totaled $ 13.8 million as of March 31, 2026 and $ 17.1 million as of December 31, 2025 and are reflected as “Deferred revenue,” a component of “Accrued liabilities” in the accompanying condensed consolidated balance sheets (Note 3).

The decrease was primarily attributable to the amortization of deferred mobilization fees for work that had not been completed as of both balance sheet dates.

Revenue recognized for the three-month periods ended March 31, 2026 and 2025 included $ 13.6 million and $ 15.6 million, respectively, that were included in the contract liability balance at the beginning of each period.

Performance Obligations

As of September 30, 2025, $ 1.3 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 207.6 million, $ 542.0 million and $ 559.9 million in 2025 , 2026 and 2027 and beyond, respectively.

As of March 31, 2026, $ 1.2 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 550.9 million, $ 421.2 million and $ 226.2 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 September 30, 2025.

For the three- and nine-month periods ended September 30, 2025 and 2024, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.

For the three-month periods ended March 31, 2026 and 2025, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods 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 condensed consolidated balance sheets (Note 3).

Our deferred contract costs totaled $ 29.1 million as of September 30, 2025 and $ 37.2 million as of December 31, 2024.

For the three- and nine-month periods ended September 30, 2025, we recorded $ 20.5 million and $ 53.7 million, respectively, related to amortization of these deferred contract costs.

For the three- and nine-month periods ended September 30, 2024, we recorded $ 9.9 million and $ 41.1 million, respectively, related to amortization of these deferred contract costs.

Our deferred contract costs totaled $ 20.8 million as of March 31, 2026 and $ 25.6 million as of December 31, 2025.

For the three-month periods ended March 31, 2026 and 2025, we recorded $ 17.2 million and $ 16.4 million, respectively, related to amortization of these deferred contract costs.

There were no associated impairment losses for any period presented.

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Note 9 — Earnings Per Share

The computations of the numerator (earnings) and denominator (shares) to derive the basic and diluted earnings per share (“EPS”) amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands, except per share amounts):

The computations of the numerator (earnings or loss) and denominator (shares) to derive the basic and diluted earnings per share (“EPS”) amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands, except per share amounts):

Three Months Ended

September 30, 2025

September 30, 2024

Undistributed earnings allocated to participating securities

Net income available to common shareholders, basic

Earnings per share, basic

Net income available to common shareholders, basic

Effect of dilutive securities:

Share-based awards other than participating securities

Undistributed earnings reallocated to participating securities

Net income available to common shareholders, diluted

Earnings per share, diluted

Nine Months Ended

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Net income (loss)

Undistributed earnings allocated to participating securities

Net income available to common shareholders, basic

Earnings per share, basic

Net income available to common shareholders, basic

Net income (loss) available to common shareholders, basic

Earnings (loss) per share, basic

Net income (loss) available to common shareholders, basic

Effect of dilutive securities:

Share-based awards other than participating securities

Undistributed earnings reallocated to participating securities

Net income available to common shareholders, diluted

Earnings per share, diluted

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

Nine Months Ended

September 30,

Net income (loss) available to common shareholders, diluted

Earnings (loss) per share, diluted

We had a net loss for the three-month period ended March 31, 2026.

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):

Three Months Ended

March 31, 2026

Diluted shares (as reported)

Share-based awards

We have outstanding restricted stock units (“RSUs”) (Note 10) 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.

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the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”).

As of September 30, 2025, there were approximately 8.1 million shares of our common stock available for issuance under the 2005 Incentive Plan, assuming outstanding performance share units (“PSUs”) vest in shares of our common stock at 100 % of the original awards and outstanding RSUs are settled in cash.

During the nine-month period ended September 30, 2025, the following grants of share-based awards were made under the 2005 Incentive Plan:

As of March 31, 2026, there were approximately 7.9 million shares of our common stock available for issuance under the 2005 Incentive Plan, assuming outstanding performance share units (“PSUs”) vest in shares of our common stock at 100 % of the original awards and outstanding RSUs are settled in cash.

During the three-month period ended March 31, 2026, the following grants of share-based awards were made under the 2005 Incentive Plan:

Date of Grant

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100 % on December 31, 2028

January 1, 2025 (3)

Restricted stock

100 % on January 1, 2027

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

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

(2) Reflects grants to our executive officers.

(3) Reflects grants to certain independent members of our Board who have elected to take their quarterly fees in stock in lieu of cash.

We have restricted stock outstanding granted to members of our Board.

For the three- and nine-month periods ended September 30, 2025, we recognized $ 0.2 million and $ 0.7 million, respectively, as share-based compensation related to restricted stock.

For the three- and nine-month periods ended September 30, 2024, we recognized $ 0.1 million and $ 0.7 million, respectively, as share-based compensation related to restricted stock.

For each of the three-month periods ended March 31, 2026 and 2025, we recognized $ 0.2 million as share-based compensation related to restricted stock.

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 of our Board upon vesting and generally have been accounted for as equity awards.

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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 .

For the three- and nine-month periods ended September 30, 2025, $ 1.3 million and $ 3.8 million, respectively, were recognized as share-based compensation related to PSUs.

For the three- and nine-month periods ended September 30, 2024, $ 1.6 million and $ 4.4 million, respectively, were recognized as share-based compensation related to PSUs.

In the first quarter 2025, based on the performance of our common stock price as compared to our performance peer group and our cumulative total Free Cash Flow, in each case over a three-year performance period, 1,065,705 PSUs granted in 2022 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.

For the three-month periods ended March 31, 2026 and 2025, $ 1.0 million and $ 1.3 million, respectively, were recognized as share-based compensation related to PSUs.

In the first quarter 2026, based on the performance of our common stock price as compared to our performance peer group and our cumulative total Free Cash Flow, in each case over a three-year performance period, 489,498 PSUs granted in 2023 vested at 151 %, resulting in cash payout of $ 4.6 million.

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 of our Board upon vesting and generally have been accounted for as liability awards.

For the three- and nine-month periods ended September 30, 2025, $ 0.8 million and $ 2.3 million, respectively, were recognized as compensation cost.

For the three- and nine-month periods ended September 30, 2024, $ 1.5 million and $ 5.2 million, respectively, were recognized as compensation cost.

During the nine-month period ended September 30, 2025 and the year ended December 31, 2024, we granted fixed-value cash awards of $ 6.7 million and $ 6.1 million, respectively, to select management employees under the 2005 Incentive Plan.

For the three-month periods ended March 31, 2026 and 2025, $ 1.3 million and $ 1.0 million, respectively, were recognized as compensation cost.

During the three-month period ended March 31, 2026 and the year ended December 31, 2025, we granted fixed-value cash awards of $ 6.8 million and $ 6.7 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 three- and nine-month periods ended September 30, 2025, $ 1.3 million and $ 4.2 million, respectively, were recognized as compensation cost.

For the three- and nine-month periods ended September 30, 2024, $ 1.4 million and $ 4.1 million, respectively, were recognized as compensation cost.

For each of the three-month periods ended March 31, 2026 and 2025, $ 1.5 million were recognized as compensation cost.

Defined Contribution Plans

1 unchanged sentence

We also contribute to various other defined contribution plans globally.

For the three- and nine-month periods ended September 30, 2025, we made contributions to our defined contribution plans totaling $ 1.3 million and $ 4.2 million, respectively.

For the three- and nine-month periods ended September 30, 2024, we made contributions to our defined contribution plans totaling $ 1.3 million and $ 4.1 million, respectively.

For the three-month periods ended March 31, 2026 and 2025, we made contributions to our defined contribution plans totaling $ 1.9 million and $ 1.5 million, respectively.

Employee Stock Purchase Plan (“ESPP”)

As of September 30, 2025, 0.7 million shares were available for issuance under the ESPP.

As of March 31, 2026, 0.6 million shares were available for issuance under the ESPP.

The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

13 unchanged sentences

Shallow Water

Three months ended September 30, 2025

External revenues

Intersegment revenues (1)

Segment revenues

Elimination of intersegment revenues

Total consolidated net revenues

Direct cost of revenues

Operations support

Selling, general and administrative expenses

Segment operating income

Three months ended September 30, 2024

External revenues

Intersegment revenues (1)

Segment revenues

Elimination of intersegment revenues

Total consolidated net revenues

Direct cost of revenues

Operations support

Selling, general and administrative expenses

Other segment items (3)

Segment operating income

Shallow Water

Nine months ended September 30, 2025

Three months ended March 31, 2026

External revenues

6 unchanged sentences

Selling, general and administrative expenses

Segment operating income

Nine months ended September 30, 2024

Segment operating income (loss)

Three months ended March 31, 2025

External revenues

6 unchanged sentences

Selling, general and administrative expenses

Other segment items (3)

Segment operating income (loss)

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

Beginning with the full-year 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.

Accordingly, for the three- and nine-month periods ended September 30, 2024, $ 8.1 million and $ 20.1 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 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):

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

Three Months Ended

Nine Months Ended

September 30,

Reconciliation of segment profit —

Segment operating income

Reconciliation of segment profit or loss —

Segment operating income (loss)

Corporate, eliminations and other

Net interest expense

Losses related to convertible senior notes

Other non-operating income (expense), net

Income before income taxes

Other non-operating income, net

Income (loss) before income taxes

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

Three Months Ended

Nine Months Ended

September 30,

Capital expenditures (1) —

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

(2) Represents an aggregate of depreciation and amortization expense related to property and equipment and deferred recertification 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.

(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.

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

Note 12 — Asset Retirement Obligations

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

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

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

AROs at January 1,

Revisions in estimates

Accretion expense

AROs at September 30,

AROs at March 31,

Note 13 — Commitments and Contingencies and Other Matters

Our Well Intervention segment has long-term charter agreements with Sea1 Offshore (formerly Siem Offshore) for the Siem Helix 1 and Siem Helix 2 vessels, whose 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 , the North Sea Enabler and the Glomar Wave , whose charter terms expire in December 2030, May 2028, June 2026, December 2025 and December 2025, 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 to April 1, 2029.

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 , the North Sea Enabler and the Trym , whose charter terms expire in December 2030, May 2028, June 2026, June 2028 and February 2029, respectively.

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

Contingencies and Claims

4 unchanged sentences

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 14 — Statement of Cash Flow Information

1 unchanged sentence

The following table provides supplemental cash flow information (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Interest paid

Income taxes paid (1)

(1) Exclusive of any income tax refunds.

Income taxes paid, net (1)

(1) There were no income tax refunds during the three-month period ended March 31, 2026.

Amount during the three-month period ended March 31, 2025 was net of income tax refunds of $ 0.9 million.

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

These non-cash capital additions were $ 1.4 million at September 30, 2025 and $ 0.1 million at December 31, 2024.

These non-cash capital additions were $ 0.6 million at March 31, 2026 and $ 1.0 million at December 31, 2025.

Note 15 — Allowance for Credit Losses

2 unchanged sentences

Balance at January 1,

Additions (1)

Balance at September 30,

(1) Additions reflect reserves for expected credit losses during the respective periods.

Additions (reductions) (1)

Balance at March 31,

(1) Additions (reductions) reflect reserves (releases) for expected credit losses during the respective periods.

Note 16 — Fair Value Measurements

2 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

(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.

Note 17 — Subsequent Events

On April 22, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hornbeck Offshore Services, Inc., a Delaware corporation (“Hornbeck”), Odyssey Sub, Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Parent Sub”), and Hercules Sub LLC, a Delaware limited liability company and our direct, wholly owned subsidiary (“LLC Sub”).

Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into Hornbeck, with Hornbeck continuing as the surviving entity (the “Surviving Corporation”) (the “First Company Merger”) and (ii) immediately following the First Company Merger, the Surviving Corporation will merge with and into LLC Sub (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”), with LLC Sub continuing as the surviving entity (the “Combined Company”).

Upon consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), we expect that current Helix shareholders will own approximately 45 %, and current Hornbeck shareholders will own approximately 55 %, of the Combined Company.

Following the Transactions, our name will be changed to Hornbeck Offshore Services, Inc., and our common stock will remain listed on the New York Stock Exchange.

The Mergers and the Transactions are expected to be consummated in the second half of 2026.

However, no assurance can be given as to when, or if, the Mergers and the Transactions will be consummated.

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

What changed 10-Q

Item 1. Financial Statements