What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-24 compared with 2025-10-23 · 113 added, 180 removed, 180 unchanged (62% of the section changed)

6 unchanged sentences

● statements regarding our business strategy, corporate initiatives and any other business plans, forecasts or objectives, any or all of which are subject to change;

● statements regarding projections of revenues, gross margins, expenses, earnings or losses, capital spending, share repurchases, working capital, debt and liquidity, cash flows, future operations expenditures or other financial items;

● statements regarding our backlog and commercial contracts and rates thereunder;

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● the potential effects of regional tensions that have escalated or may escalate, including into conflicts or wars, and their impact on the global economy, the oil and gas market, our operations, international trade, or our ability to do business with certain parties or in certain regions, and any governmental sanctions resulting therefrom;

● the results of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, and any amounts payable in connection therewith, or the determination not to pursue or effect such initiatives;

● the execution, timing and results of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, and any amounts payable in connection therewith, and the determination whether or not to pursue or effect such initiatives, or to do so on different terms or timelines than previously contemplated;

● the operating results of acquired properties and/or equipment;

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Our Production Facilities segment includes the HP I , the HFRS and our ownership of mature oil and gas properties.

Demand for our services is primarily influenced by the condition of the oil and gas and the renewable energy markets and, in particular, the level of spending of offshore energy companies on operational activities and capital projects.

The level of spending by our customers is significantly affected by the prevailing market prices for oil and natural gas, which are impacted by many factors including domestic and global economic conditions, hydrocarbon production and capacity, geopolitical issues, weather, global health, and various other factors.

Demand for decommissioning is affected by commodity prices as well as governmental regulations and political forces globally.

We maximize production of existing oil and gas reserves for our customers primarily in our Well Intervention segment.

Historically, drilling rigs have been the asset class used for offshore well intervention work, and rig day rates are a pricing indicator for our services.

Historically, drilling rigs have been the asset class used for offshore well intervention work, and rig rates are a pricing indicator for our services.

Our customers have used drilling rigs on existing long-term contracts (rig overhang) to perform well intervention work instead of new drilling activities.

Current volumes of work, rig utilization rates, the day rates quoted by drilling rig contractors and existing rig overhang affect the utilization and/or rates we can achieve for our well intervention assets and services.

Current volumes of work, rig utilization rates, the rates quoted by drilling rig contractors and existing rig overhang affect the utilization and/or rates we can achieve for our well intervention assets and services.

Once end-of-life oil and gas wells have depleted their production, we P&A and decommission wells and infrastructure in our Well Intervention and Shallow Water Abandonment segments.

1 unchanged sentence

We support renewable energy primarily in our Robotics segment through our services in offshore wind farm developments, including subsea cable trenching and burial as well as seabed clearance and preparation services.

Demand for our services in the renewable energy market is affected by various factors, including the pace of consumer shift towards renewable energy sources, global electricity demand, technological advancements that increase the generation and/or reduce the cost of renewable energy, expansion of offshore renewable energy projects to deeper water and other regions, and government subsidies for renewable energy projects and/or other governmental regulations supporting or restricting renewable energy developments.

Demand for our services in the renewable energy market is affected by various factors, including the level of offshore wind farm projects, the pace of industry shift towards renewable energy sources, global electricity demand, technological advancements that increase the generation and/or reduce the cost of renewable energy, expansion of offshore renewable energy projects to deeper water and other regions, and government subsidies for renewable energy projects and/or other governmental regulations supporting or restricting renewable energy developments.

Current Market Environment

Commodity prices remained volatile during the third quarter 2025 and averaged in the $60s during most of the quarter.

The current market environment is uncertain following the ongoing escalation of tariffs globally and the production increases by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”).

The offshore oil and gas market continues to evaluate governmental regulations and changes thereto, including the ongoing effects of the U.K.

government’s Energy Profits Levy (windfall tax), geopolitical instability and uncertainty, regional conflicts, unrest in the Middle East, and customer spending declines following mergers in the U.K.

These factors have shifted spending decisions of our customers into 2026, which has caused a slow-down in activity levels in the second half of 2025.

These factors have also prolonged a supply and demand imbalance for offshore vessels, which has negatively impacted activity levels and rates in regions in which we operate.

Commodity prices fell in 2025 following the escalation of tariffs and geopolitical tensions globally.

Oil prices entered 2026 in the mid $50s but have risen sharply following the U.S.

military campaign against Iran in March, which resulted in the closure of the Strait of Hormuz, and other escalated conflicts in the Middle East.

Oil prices have since been volatile, ranging from the $80s to over $110 per barrel, and are expected to remain volatile during these tensions.

The regulatory landscape has been evolving, with stronger abandonment enforcement actions in the U.K., while the offshore oil and gas market continues to evaluate existing governmental regulations and changes thereto, including the ongoing effects of the U.K.

government’s Energy Profits Levy.

Factors such as regulatory changes, war in the Middle East and Ukraine, escalated geopolitical instability and uncertainty, and regional conflicts and tensions have resulted in higher commodity prices and perceived demand for our production enhancement and decommissioning services but significantly increased volatility and uncertainty.

The international wind market continues to be robust, with continued activity and sanctioned work primarily in Europe and Asia Pacific.

wind farm activity is uncertain following the 2025 Wind Energy Ban, a Presidential Memorandum issued in the U.S.

in January 2025 temporarily withdrawing wind energy leasing in the U.S.

Outer Continental Shelf.

We anticipate ongoing headwinds for our assets not under long-term contracts, namely in spot markets for our Well Intervention segment, specifically in the North Sea and on the Q4000 , and in our Shallow Water Abandonment segment during the remainder of 2025 and into 2026, during which time we expect a soft rate environment and low potential utilization of our vessels and systems.

Our performance should be supported by our backlog from new contracting and by increasing demand for our decommissioning services internationally, which should grow over mid- to long-term as the subsea tree base expands and as customers reduce their decommissioning obligations.

We expect the demand for shallow water decommissioning services in the Gulf of America to improve over time as former owners address their decommissioning obligations related to oil and gas properties that have reverted to them following bankruptcies.

We expect long-term growth in our renewables services as the global demand for energy increases and the international energy market continues offshore renewable energy developments.

wind farm activity continues although at a slower pace following the 2025 Wind Energy Ban in January 2025.

Our 2026 performance should be supported by our existing backlog, higher commodity prices, stronger abandonment regulatory enforcements in the U.K., expected new contracting and the materialization of work that had been deferred from 2025.

We expect to see continued strong market demand for our Robotics services, in particular our trenching and site preparation offerings.

We anticipate ongoing uncertainties for certain of our assets not under long-term contracts, namely in spot markets for our Well Intervention segment, specifically in the North Sea and on the Q4000 and the Q7000 , and in our Shallow Water Abandonment segment.

The recent improvements in commodity prices and regulatory pressures should improve on what had been expected to be a softer utilization and rate environment for those vessels and systems more exposed to the spot market.

However, we expect the commodity price environment to normalize once tensions in Iran have settled and the Strait of Hormuz resumes normal shipping activity.

Beyond 2026, we anticipate increasing energy consumption will continue to drive demand for our services in both the oil and gas and renewable energy sectors.

We believe rising energy needs will continue to increase customer operating expenditure budgets and demand for our production enhancement offerings and decommissioning services internationally, which should grow over the mid- to long-term as the installed subsea tree base expands and as customers discharge their decommissioning obligations.

We expect long-term growth in our renewables services as the global demand for energy increases and the international energy market continues to expand offshore renewable energy developments.

We expect the demand for shallow water decommissioning services in the Gulf of America to also improve over time as former owners address their decommissioning obligations related to oil and gas properties that have reverted to them following bankruptcies.

Our backlog is represented by signed contracts.

As of September 30, 2025, our consolidated backlog totaled approximately $1.3 billion, of which $208 million is expected to be performed over the remainder of 2025.

Our various contracts with Shell and Subsea 7 globally, our contracts with Petrobras in Brazil, and our new multi-year trenching agreement with NKT in the North Sea represented approximately 80% of our total backlog as of September 30, 2025.

As of March 31, 2026, our consolidated backlog totaled approximately $1.2 billion, of which $551 million is expected to be performed over the remainder of 2026.

Our various contracts with Shell and Subsea 7 globally, our contracts with Petrobras in Brazil, our contracts with Talos in the Gulf of America, and our new multi-year agreements with NKT and CNR in the North Sea collectively represented approximately 83% of our total backlog as of March 31, 2026.

Backlog is not necessarily a reliable indicator of revenues derived from our contracts as (i) services are often added but may sometimes be subtracted;

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Users of this financial information should consider the types of events and transactions that are excluded from these measures.

We evaluate our operating performance and financial condition based on EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt.

EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures that are commonly used but are not recognized accounting terms under GAAP.

We use EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants.

We believe that our measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures.

Other companies may calculate their measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures.

EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other data prepared in accordance with GAAP.

We define EBITDA as earnings before income taxes, net interest expense, net other income or expense, and depreciation and amortization expense.

Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable.

To arrive at our measure of Adjusted EBITDA, we exclude gains or losses on disposition of assets, acquisition and integration costs, gains or losses related to convertible senior notes, the change in fair value of contingent consideration and the general provision for (release of) current expected credit losses, if any.

We evaluate our operating performance and financial condition based primarily on Adjusted EBITDA, Free Cash Flow and Net Debt.

Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures that are commonly used but are not recognized accounting terms under GAAP.

We use Adjusted EBITDA, Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants.

We believe that our measures of Adjusted EBITDA, Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures.

Other companies may calculate their measures of Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures.

Adjusted EBITDA, Free Cash Flow and Net Debt should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other data prepared in accordance with GAAP.

We define Adjusted EBITDA as earnings before income taxes, net interest expense, depreciation and amortization expense, net other income or expense, gains or losses on disposition of assets, long-lived asset impairment losses, and the general provision for (release of) current expected credit losses, if any.

We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from asset sales and insurance recoveries (related to property and equipment), if any.

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In the following reconciliations, we provide amounts as reflected in the condensed consolidated financial statements unless otherwise noted.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA is as follows (in thousands):

The reconciliation of our net income (loss) to Adjusted EBITDA is as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

Income tax provision

Net income (loss)

Income tax provision (benefit)

Net interest expense

Other expense, net

Depreciation and amortization

(Gain) loss on disposition of assets, net

General provision for current expected credit losses

Losses related to convertible senior notes

Other (income) expense, net

General provision for (release of) current expected credit losses

Adjusted EBITDA

The reconciliation of our cash flows from operating activities to Free Cash Flow is as follows (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

Capital expenditures, net of proceeds from asset sales and insurance recoveries

Capital expenditures, net of proceeds from asset sales

Free Cash Flow

The reconciliation of our long-term debt to Net Debt is as follows (in thousands):

September 30,

Long-term debt including current maturities

Cash and cash equivalents

Comparison of Three Months Ended September 30, 2025 and 2024

Comparison of Three Months Ended March 31, 2026 and 2025

We have four reportable business segments:

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All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements.

The following table details our financial and operational highlights for the periods presented (dollars in thousands):

The following table details various financial and operational highlights for the periods presented (dollars in thousands):

Three Months Ended

September 30,

Net revenues —

27 unchanged sentences

Three Months Ended

September 30,

Shallow Water Abandonment

Net Revenues.

Our consolidated net revenues for the three-month period ended September 30, 2025 increased by 10% as compared to the same period in 2024, primarily reflecting higher revenues in our Well Intervention, Robotics and Shallow Water Abandonment business segments, offset in part by lower revenues in our Production Facilities segment.

Our Well Intervention revenues increased by 11% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting fewer transit and mobilization days on the Q7000 and higher rates in Brazil, offset in part by lower utilization on the Seawell .

During the third quarter 2024, the Q7000 incurred approximately 38 days of paid transit and mobilization during which period revenues and costs were deferred and not recognized.

Revenues increased on the Siem Helix 1 and the Siem Helix 2 , which operated at higher contractual rates as compared to the third quarter 2024.

Revenues decreased on the Seawell , which was warm-stacked during the third quarter 2025 as compared to having near full utilization during the third quarter 2024.

Our Robotics revenues increased by 18% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher rates on our chartered vessels and increased site clearance and third-party trenching activities, offset in part by fewer integrated vessel trenching days and lower overall ROV utilization.

The third quarter 2025 included 536 chartered vessel days (including 28 spot vessel days at full utilization), which included 192 days of site clearance operations using three IROV boulder grabs, as compared to 532 chartered vessel days (including 92 spot vessel days at full utilization), which included 92 days of site clearance operations using one IROV boulder grab, during the third quarter 2024.

The third quarter 2025 also included 165 days of trenching on third-party vessels with the T-1400-1 and T-1400-2 jet trenchers as compared to 92 days with the i-Plough during the third quarter 2024.

Integrated vessel trenching decreased to 210 days during the third quarter 2025 as compared to 249 days during the third quarter 2024, and ROV utilization decreased to 63% during the third quarter 2025 as compared to 77% during the third quarter 2024.

Our Shallow Water Abandonment revenues increased by 4% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher utilization on our systems, offset in part by lower rates on our systems and lower overall utilization and rates on our vessels during the third quarter 2025.

Utilization on P&A systems and CT systems increased to 1,003 days, or 42%, during the third quarter 2025 as compared to 607 days, or 25%, during the third quarter 2024.

Overall vessel utilization was 67% during the third quarter 2025 as compared to 76% during the third quarter 2024.

Our Production Facilities revenues decreased by 11% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower oil and gas production and prices, offset in part by higher HFRS revenues during the third quarter 2025.

The Thunder Hawk field remained shut in during the entire third quarter 2025 whereas the field had one month of production prior to being shut in during the third quarter 2024.

Additionally, oil prices were approximately $10 per barrel lower during the third quarter 2025 as compared to the third quarter 2024.

HFRS rates were higher during the third quarter 2025 as compared to the third quarter 2024.

Gross Profit (Loss).

Our consolidated gross profit increased slightly for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting increased profitability from our Robotics and Shallow Water Abandonment business segments, offset in part by reduced profitability from our Well Intervention and Production Facilities segments.

Our Well Intervention gross profit decreased by $7.7 million for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher costs during the third quarter 2025 due to acceleration of the amortization of deferred regulatory costs related to the Q4000 and a higher number of transit and mobilization days during the third quarter 2024 over which period costs were deferred, offset in part by higher revenues during the third quarter 2025.

Our Robotics gross profit increased by $3.8 million for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher rates, offset in part by higher costs and lower margins on certain projects due to the mix of contracting during the third quarter 2025.

Our Shallow Water Abandonment gross profit increased by $6.9 million for the three-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to higher revenues and lower costs during the third quarter 2025.

Our Production Facilities gross profit decreased by $2.8 million for the three-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to lower revenues during the third quarter 2025.

Selling, General and Administrative Expenses.

Our selling, general and administrative expenses were $18.2 million for the three-month period ended September 30, 2025 as compared to $21.1 million for the same period in 2024, primarily reflecting lower employee compensation costs.

Other Expense, Net.

Net other expense was $1.0 million for the three-month period ended September 30, 2025 as compared to a minimal net other expense for the same period in 2024.

Net other expense primarily includes net foreign currency losses related to the British pound on our U.K.

subsidiaries’ foreign currency positions.

Income Tax Provision.

Income tax provision was $19.2 million for the three-month period ended September 30, 2025 as compared to $9.5 million for the same period in 2024.

The effective tax rate for the third quarter 2025 was impacted by certain discrete items and the jurisdictional mix of earnings.

The effective rate for the third quarter 2024 was impacted by certain non-deductible expenses and non-creditable foreign income taxes.

Comparison of Nine Months Ended September 30, 2025 and 2024

We have four reportable business segments:

Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities.

All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements.

The following table details our financial and operational highlights for the periods presented (dollars in thousands):

Nine Months Ended

September 30,

Net revenues —

Well Intervention

Shallow Water Abandonment

Production Facilities

Intercompany eliminations

Gross profit (loss) —

Well Intervention

Shallow Water Abandonment

Production Facilities

Corporate, eliminations and other

Gross margin —

Well Intervention

Shallow Water Abandonment

Production Facilities

Total company

Number of vessels, Robotics assets or Shallow Water Abandonment systems (1) / Utilization (2)

Well Intervention vessels

Robotics assets (3)

Chartered Robotics vessels

Shallow Water Abandonment vessels (4)

Shallow Water Abandonment systems (5)

(1) Represents the number of vessels, Robotics assets or Shallow Water Abandonment systems as of the end of the period, including spot vessels and those under term charters, and excluding acquired vessels prior to their in-service dates, vessels managed on behalf of third parties and vessels or assets disposed of and/or taken out of service.

(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels, Robotics assets or Shallow Water Abandonment systems generated revenues by the total number of calendar days (excluding vessel charter off-hire days) in the applicable period.

(3) Consists of ROVs, trenchers and IROV boulder grabs.

(4) Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat.

(5) Consists of P&A and CT systems.

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments.

Intercompany segment revenues are as follows (in thousands):

Nine Months Ended

September 30,

Well Intervention

Shallow Water Abandonment

The following table sets forth significant financial statement items below the gross profit (loss) line (in thousands):

Three Months Ended

Selling, general and administrative expenses

Net interest expense

Other (income) expenses, net

Income tax provision (benefit)

Net Revenues.

Our consolidated net revenues for the nine-month period ended September 30, 2025 decreased by 5% as compared to the same period in 2024, reflecting lower revenues in our Well Intervention, Shallow Water Abandonment and Production Facilities business segments, offset in part by higher revenues in our Robotics segment.

Our Well Intervention revenues decreased by 9% for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower utilization on the Seawell , the Q4000 , the Q5000 and the Q7000 , offset in part by higher rates on the Q4000 and in Brazil during the nine-month period ended September 30, 2025.

Revenues decreased on the Seawell , which has been warm-stacked during the nine-month period ended September 30, 2025 as compared to being nearly fully utilized during the nine-month period ended September 30, 2024.

Revenues on the Q4000 were lower as the vessel underwent an approximate 33-day docking following a 45-day demobilization during the nine-month period ended September 30, 2025 as compared to a 67-day mobilization during the nine-month period ended September 30, 2024.

Utilization on the Q5000 was lower as the vessel underwent an approximate 57-day planned regulatory dry dock during the second quarter 2025.

Revenues on the Q7000 were lower due to the vessel recognizing only six days of revenue during the first quarter 2025 following the vessel’s completed mobilization and regulatory docking and commencement of its 400-day contract in Brazil as compared to being fully utilized in Australia during the nine-month period ended September 30, 2024.

During the nine-month period ended September 30, 2025, the Q4000 completed its Nigeria campaign at higher integrated project rates and transited back to the Gulf of America.

Revenues in Brazil increased as the Siem Helix 1 and the Siem Helix 2 operated under new contract terms at higher contractual rates during the nine-month period ended September 30, 2025.

Our Robotics revenues increased by 9% for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher chartered vessel rate and increased site clearance and third-party trenching activities, offset in part by a reduction in chartered vessel and ROV utilization.

The nine-month period ended September 30, 2025 included 1,317 chartered vessel days (including 75 spot vessel days at full utilization), which included 403 days of site clearance operations using three IROV boulder grabs, as compared to 1,393 chartered vessel days (including 274 spot vessel days at full utilization), which included 260 days of site clearance operations using two IROV boulder grabs, during the nine-month period ended September 30, 2024.

The nine-month period ended September 30, 2025 also included 346 days of trenching on third-party vessels as compared to 141 days during the nine-month period ended September 30, 2024.

Integrated vessel trenching declined to 502 days during the nine-month period ended September 30, 2025 as compared to 566 days during the nine-month period ended September 30, 2024, and ROV utilization decreased to 59% during the nine-month period ended September 30, 2025 as compared to 70% during the nine-month period ended September 30, 2024.

Our Shallow Water Abandonment revenues decreased by 5% for the nine-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to lower rates on our vessels and systems and lower overall utilization on our vessels, offset in part by higher utilization on our systems.

Overall vessel utilization was 52% during the nine-month period ended September 30, 2025 as compared to 59% during the same period in 2024.

Utilization on P&A systems and CT systems increased to 2,065 days, or 29%, during the nine-month period ended September 30, 2025 as compared to 1,865 days, or 26%, during the nine-month period ended September 30, 2024.

Our Production Facilities revenues decreased by 21% for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower oil and gas production and prices during the nine-month period ended September 30, 2025.

The Thunder Hawk field remained shut in for the entire nine-month period in 2025 whereas the field had seven months of production prior to being shut in during the third quarter 2024.

The Droshky wells were shut in for approximately one month in the second quarter 2025 whereas the field had a full nine months of production in 2024.

Our consolidated net revenues for the three-month period ended March 31, 2026 increased by 4% as compared to the same period in 2025, primarily reflecting higher revenues in our Well Intervention, Robotics and Shallow Water Abandonment business segments, offset in part by lower revenues in our Production Facilities segment.

Our Well Intervention revenues increased by 6% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on the Q7000 and the Seawell and higher project rates on the Q5000 , offset in part by lower rates on the Q4000 .

The Q7000 was fully utilized during the first quarter 2026 as compared to being operational for six days during the first quarter 2025 following its mobilization to and docking in Brazil.

The Seawell was reactivated and utilized for 54 days during the first quarter 2026 as compared to being idle throughout 2025.

The Q5000 achieved higher project-related rates during its workover of the Thunder Hawk field for our Production Facilities segment.

The Q4000 generated lower project-related rates during the first quarter 2026 as compared to those rates during its operations in Nigeria during the first quarter 2025.

Our Robotics revenues increased by 22% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher overall ROV utilization and higher vessel activities, although vessel activities included fewer integrated vessel trenching days during the first quarter 2026.

The first quarter 2026 included 381 chartered vessel days, which included 110 days of site clearance operations using three IROV boulder grabs, as compared to 244 chartered vessel days, which included 21 days of site clearance operations using an IROV boulder grab during the first quarter 2025.

Overall ROV and trencher utilization increased to 56% during the first quarter 2026 as compared to 51% during the first quarter 2025.

Integrated vessel trenching decreased to 122 days during the first quarter 2026 as compared to 135 days during the first quarter 2025.

Our Shallow Water Abandonment revenues increased by 26% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on our vessels and systems.

Overall vessel utilization was 35% during the first quarter 2026 as compared to 30% during the first quarter 2025.

Utilization on P&A systems and CT systems increased to 369 days, or 16%, during the first quarter 2026 as compared to 264 days, or 11%, during the first quarter 2025.

Our Production Facilities revenues decreased by 6% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting lower oil and gas production and prices from the Droshky field.

The Thunder Hawk field was shut in during both quarters, but a successful workover was completed at the end of the first quarter 2026.

Gross Profit (Loss).

Our consolidated gross profit decreased by $52.2 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting reduced profitability from our Well Intervention and Robotics business segments, offset in part by increased profitability from our Shallow Water Abandonment and Production Facilities segments.

Our Well Intervention segment gross profit decreased by $52.4 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower overall revenues during the nine-month period ended September 30, 2025 and higher vessel costs on the Q4000 during the third quarter 2025, offset in part by lower vessel costs on the Seawell due to the vessel being warm-stacked in 2025 and cost deferrals on the Q7000 during its mobilization and regulatory docking in the first quarter 2025.

Our Robotics gross profit decreased by $5.6 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher costs and lower margins on certain projects due to the mix of contracting during the nine-month period ended September 30, 2025.

Our Shallow Water Abandonment gross profit increased by $4.9 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower costs, offset in part by lower overall revenues during the nine-month period ended September 30, 2025.

Our Production Facilities gross profit increased by $0.9 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to the incurrence of well workover costs related to the Thunder Hawk wells during the first quarter 2024.

Our consolidated gross profit decreased by $18.7 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting reduced profitability from our Well Intervention and Production Facilities segments, offset in part by increased profitability from our Robotics and Shallow Water Abandonment business segments.

Our Well Intervention gross profit decreased by $9.1 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting lower profits in the Gulf of America, higher operating costs in Brazil, and lower incremental margins in the North Sea and on the Q7000 .

Our Robotics gross profit increased by $2.6 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher revenues during the first quarter 2026.

Our Shallow Water Abandonment had a gross loss of $8.9 million for the three-month period ended March 31, 2026 as compared to a gross loss of $11.6 million for the same period in 2025 primarily due higher revenues during the first quarter 2026.

Our Production Facilities had a gross loss of $7.5 million for the three-month period ended March 31, 2026 as compared to a gross profit of $7.5 million for the same period in 2025 primarily due to workover costs on the Thunder Hawk field and lower revenues during the first quarter 2026.

Selling, General and Administrative Expenses.

Our selling, general and administrative expenses were $55.6 million for the nine-month period ended September 30, 2025 as compared to $64.1 million for the same period in 2024, primarily reflecting lower employee compensation costs.

Net Interest Expense.

Our net interest expense totaled $17.2 million for the nine-month period ended September 30, 2025 as compared to $17.1 million for the same period in 2024, primarily reflecting lower interest income on our invested cash (Note 5).

Losses Related to Convertible Senior Notes.

The losses during the nine-month period ended September 30, 2024 were associated with the redemption of our 2026 Notes (Note 5).

Other Expense, Net.

Net other expense was $0.9 million for the nine-month period ended September 30, 2025 as compared to net other expense of $2.6 million for the same period in 2024.

Net other expense primarily includes net foreign currency losses related to the British pound on our U.K.

subsidiaries’ foreign currency positions.

Income Tax Provision.

Income tax provision was $13.6 million for the nine-month period ended September 30, 2025 as compared to $22.5 million for the same period in 2024.

The effective tax rate for the nine-month period ended September 30, 2025 was impacted by certain discrete items and the jurisdictional mix of earnings.

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.

Our selling, general and administrative expenses were $22.1 million for the three-month period ended March 31, 2026 as compared to $19.4 million for the same period in 2025, primarily reflecting higher employee compensation and professional service costs during the first quarter 2026.

Income Tax Provision (Benefit).

Income tax benefit was $3.2 million for the three-month period ended March 31, 2026 as compared to income tax provision of $0.5 million for the same period in 2025.

The effective tax rate for the first quarter 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits.

The effective rate for the first quarter 2025 was impacted by a discrete non-U.S.

LIQUIDITY AND CAPITAL RESOURCES

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The following table presents certain information useful in the analysis of our financial condition and liquidity (in thousands):

September 30,

Net working capital

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Long-Term Debt

Long-term debt in the table above, presented net of unamortized debt discount and debt issuance costs, includes the 2029 Notes and the MARAD Debt, excluding current maturities of $9.6 million at September 30, 2025 and $9.2 million at December 31, 2024.

Long-term debt in the table above, presented net of unamortized debt discount and debt issuance costs, includes the 2029 Notes and the MARAD Debt, excluding current maturities of $9.4 million at March 31, 2026 and $9.6 million at December 31, 2025.

See Note 5 for information relating to our long-term debt.

We define liquidity as cash and cash equivalents plus available capacity under our credit facility, but excluding cash pledged as collateral toward the Amended ABL Facility.

Our liquidity at September 30, 2025 included $338.0 million of cash and cash equivalents and $94.3 million of available borrowing capacity under the Amended ABL Facility (Note 5) and excluded $2.5 million of pledged cash.

Our liquidity at December 31, 2024 included $368.0 million of cash and cash equivalents and $66.6 million of available borrowing capacity under the Amended ABL Facility and excluded $5.0 million of pledged cash.

Our liquidity at March 31, 2026 of $611.7 million included $501.3 million of cash and cash equivalents and $113.0 million of available borrowing capacity under the Amended ABL Facility (Note 5) and excluded $2.6 million of pledged cash.

Our liquidity at December 31, 2025 of $553.6 million included $445.2 million of cash and cash equivalents and $110.9 million of available borrowing capacity under the Amended ABL Facility and excluded $2.5 million of pledged cash.

We believe that our cash on hand, internally generated cash flows and availability under the Amended ABL Facility will be sufficient to fund our operations and expected capital spending, service our debt and other obligations, and execute our share repurchase program over at least the next 12 months.

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The following table provides summary data from our condensed consolidated statements of cash flows (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Cash provided by (used in):

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Operating Activities

Cash flows provided by operating activities for the nine-month period ended September 30, 2025 decreased as compared to the same period in 2024 despite the absence of an earnout payment, primarily reflecting lower earnings, higher regulatory recertification costs on our vessels and systems and higher working capital outflows.

Our operating cash outflows during the nine-month period ended September 30, 2024 included $58.3 million of the $85.0 million earnout payment on April 3, 2024.

Regulatory recertification spending on our vessels and systems was $48.3 million and $29.2 million, respectively, during the comparable year over year periods.

Cash flows provided by operating activities for the three-month period ended March 31, 2026 increased as compared to the same period in 2025 primarily reflecting higher working capital inflows driven by collections of accounts receivable and lower regulatory certification costs on our vessels and systems, offset in part by lower earnings during the first quarter 2026.

Regulatory certification costs, which are considered part of our capital spending program but are classified as operating cash flows, were $8.9 million and $17.9 million, respectively, during the comparable year over year periods.

Investing Activities

Cash flows used in investing activities for the nine-month period ended September 30, 2025 increased slightly as compared to the same period in 2024.

Our investing cash outflows during the nine-month period ended September 30, 2024 were offset in part by cash proceeds from the sale of assets and insurance recoveries.

Cash flows used in investing activities for the three-month period ended March 31, 2026 decreased as compared to the same period in 2025 primarily due to lower capital expenditures.

Financing Activities

Net cash outflows from financing activities for the nine-month period ended September 30, 2025 primarily reflect the repurchases of $30.2 million in our common stock under the 2023 Repurchase Program (including $0.2 million of excise tax paid), principal repayment of $9.2 million related to the MARAD Debt and payments in satisfaction of tax obligations upon vesting of share-based awards.

Net cash outflows from financing activities for the nine-month period ended September 30, 2024 primarily reflect cash outflows of $60.7 million related to the 2026 Notes, $26.7 million of the $85.0 million earnout payment, the principal repayment of $8.7 million related to the MARAD Debt and $10.2 million in repurchases of our common stock under the 2023 Repurchase Program.

These outflows were offset in part by $4.4 million of cash inflows from the proportionate settlement of the 2026 Capped Calls.

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

Net cash outflows from financing activities for the three-month period ended March 31, 2025 primarily reflect the principal repayment of $4.5 million related to the MARAD Debt and payments in satisfaction of tax obligations upon vesting of share-based awards.

Material Cash Requirements

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Long-term debt and other contractual commitments

The following table summarizes (in thousands) the principal amount of our long-term debt and related debt service costs as well as other contractual commitments, which include commitments for property and equipment and operating lease obligations, as of September 30, 2025 and the portions of those amounts that are short-term (due in less than one year) and long-term (due in one year or greater) based on their stated maturities.

Our property and equipment commitments include contractually committed amounts to purchase and service certain property and equipment (inclusive of commitments related to regulatory recertification and dry dock as discussed below) but do not include expected capital spending that is not contractually committed as of September 30, 2025.

The following table summarizes (in thousands) the principal amount of our long-term debt and related debt service costs as well as other contractual commitments, which include commitments for operating lease obligations and property and equipment, as of March 31, 2026 and the portions of those amounts that are short-term (due in less than one year) and long-term (due in one year or greater) based on their stated terms.

Our property and equipment commitments include contractually committed amounts to purchase and service certain property and equipment (inclusive of commitments related to regulatory certification and dry dock as discussed below) but do not include expected capital spending that is not contractually committed as of March 31, 2026.

Interest related to debt

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(1) Operating leases include vessel charters and facility and equipment leases, including commitments related to leases executed but not yet commenced.

At September 30, 2025, our commitment related to long-term vessel charters that have commenced totaled approximately $719.8 million, of which $363.8 million was related to the non-lease (services) components that are not included in operating lease liabilities in the condensed consolidated balance sheet as of September 30, 2025.

At March 31, 2026, our commitment related to long-term vessel charters that have commenced totaled approximately $714.8 million, of which $359.4 million was related to the non-lease (services) components that are not included in operating lease liabilities in the condensed consolidated balance sheet as of March 31, 2026.

Other material cash requirements

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We have decommissioning obligations associated with our oil and gas properties (Note 12).

Those obligations, which are presented on a discounted basis on the condensed consolidated balance sheets, approximate $80.9 million (undiscounted) for Thunder Hawk Field oil and gas properties and $37.1 million (undiscounted) for Droshky oil and gas properties as of September 30, 2025, none of which is expected to be paid during the next 12 months.

We are entitled to receive $30.0 million (undiscounted) from Marathon Oil Corporation as certain decommissioning obligations associated with Droshky oil and gas properties are fulfilled.

Regulatory recertification and dry dock.

Our vessels and systems are subject to certain regulatory recertification requirements that must be satisfied in order for the vessels and systems to operate.

Recertification may require dry dock and other compliance costs on a periodic basis, usually every 30 months.

Those obligations, which are presented on a discounted basis on the condensed consolidated balance sheets, approximate $80.9 million (undiscounted) for Thunder Hawk field oil and gas properties and $37.1 million (undiscounted) for Droshky field oil and gas properties as of March 31, 2026.

We are entitled to receive $30.0 million (undiscounted) from Marathon Oil Corporation as certain decommissioning obligations associated with Droshky field oil and gas properties are fulfilled.

Regulatory certification and dry dock.

Our vessels and systems are subject to certain regulatory certification requirements that must be satisfied in order for the vessels and systems to operate.

Certification may require dry dock and other compliance costs on a periodic basis, usually every 30 months.

Although the amount and timing of these costs may vary and are dependent on the timing of the certification renewal period, they generally range between $0.2 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.

We expect the sources of funds to satisfy our material cash requirements to come from our ongoing operations and existing cash on hand.

Although not currently expected, we also have availability under the Amended ABL Facility and access to capital markets.

We expect the sources of funds to satisfy our material cash requirements to primarily come from our ongoing operations and existing cash on hand.

Although not currently expected to be utilized, we also have availability under the Amended ABL Facility and access to capital markets.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

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For information regarding our critical accounting estimates, see our “Critical Accounting Estimates” as disclosed in our 2025 Form 10-K.

RECENT DEVELOPMENTS

Planned Merger with Hornbeck Offshore Services, Inc.

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 “NYSE”).

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.

Under the terms of the Merger Agreement and as more fully described below, immediately prior to the First Company Merger, Helix will convert from a Minnesota corporation to a Delaware corporation (the “Conversion”) in accordance with Section 265 of the General Corporation Law of the State of Delaware and Section 302A.682 of the Minnesota Business Corporation Act pursuant to a plan of conversion contemplated by the Merger Agreement, and each issued and outstanding share of our common stock will be converted into one share of common stock, par value $0.00001 per share, of Helix following the Conversion (the “Converted Helix Common Stock”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the time the First Company Merger becomes effective (the “Effective Time”), each share of Hornbeck’s common stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive 10.27167 validly issued, fully paid and nonassessable shares of Converted Helix Common Stock.

The closing of the Transactions is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the approval by our shareholders, (ii) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act having expired or been terminated, and the required approvals shall have been obtained under certain antitrust and foreign investment laws, (iii) there being no law, injunction or order by a governmental body prohibiting the consummation of the Transactions, (iv) the approval of Converted Helix Common Stock to be issued and listed on the NYSE in accordance with the terms of the Merger Agreement, (v) the registration statement on Form S-4 to be filed with the SEC by us, having been declared effective by the SEC, (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the parties contained in the Merger Agreement, (vii) compliance by the parties to the Merger Agreement in all material respects with their respective covenants, and (viii) receipt by Hornbeck of an opinion from its counsel that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The Merger Agreement imposes certain restrictions on our business and operations during the pendency of the Mergers.

While we do not believe these restrictions are unduly burdensome, they may delay or prevent us from taking actions we could otherwise take.

Accordingly, our results of operations prior to entering into the Merger Agreement may not be comparable to results of operations following our entry into the Merger Agreement.

For additional information, see Item 1A.

Risk Factors – “Consummation of the Mergers is uncertain and is subject to risks outside our control, and a delay in completing the Mergers may reduce or eliminate the expected benefits from the Mergers” of this Quarterly Report on Form 10-Q.

Suspension of Repurchases of Common Stock 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.

As of March 31, 2026, 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, and our Board may authorize management to resume repurchases 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 shares repurchased under the 2023 Repurchase Program are cancelled.

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 2. Management’s Discussion and Analysis