What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-02-29 · 99 added, 107 removed, 283 unchanged (42% of the section changed)

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(together with its subsidiaries, unless context requires otherwise, “Helix,” the “Company,” “we,” “us” or “our”) was incorporated in 1979 and in 1983 was re-incorporated in the state of Minnesota.

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and full-field decommissioning operations.

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations.

Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments.

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OUR OPERATIONS

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

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

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

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

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

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

Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and the two chartered monohull vessels, the 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 (“ROAM”), 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 offshore oil and gas and renewable energy markets globally, thereby assisting with 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.

Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed.

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

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎sectors in the Gulf of Mexico shelf, through offshore oilfield decommissioning and ‎reclamation, plug and abandonment (“P&A”) services, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services.

Our Shallow Water Abandonment segment includes 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 ”), the Helix Fast Response System (the “HFRS”) and our ownership of mature oil and gas properties.

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

Services we currently offer to the offshore oil and gas market worldwide include:

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production enhancement;

CT operations;

IRM of production structures, trees, jumpers, risers, pipelines and subsea equipment;

coiled tubing (“CT”) operations;

inspection, repair and maintenance (“IRM”) of production structures, trees, jumpers, risers, pipelines and subsea equipment;

and related support services.

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Reclamation and remediation services;

well P&A services;

well plug and abandonment (“P&A”) services;

pipeline, cable and umbilical abandonment services;

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● Production Facilities.

Provision of the HP I as an oil and natural gas processing facility.

Currently, the HP I is being utilized to process production from the Phoenix field in the Gulf of Mexico.

Provision of the Helix Producer I (the “ HP I ”) as an oil and natural gas processing facility.

Currently, the HP I is being utilized to process production from the Phoenix field in the U.S.

● Fast Response System.

Provision of the HFRS as a response resource in the Gulf of Mexico that can be identified in permit applications to U.S.

Provision of the Helix Fast Response System (the “HFRS”) as a response resource in the U.S.

Gulf Coast that can be identified in permit applications to U.S.

federal and state agencies and respond to a well control incident.

Services we currently offer to the offshore renewable energy market worldwide include:

Cable burial via jetting and/or cutting by self-propelled trenching ROVs;

Cable burial via jetting and/or cutting by self-propelled trenching remotely operated vehicles (“ROVs”) ;

trenching using our I-plough trencher.

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Well Intervention

Our Well Intervention segment provides services primarily in the U.S.

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

We engineer, manage and conduct well intervention operations, which include production enhancement and abandonment, and construction operations in water depths ranging from 100 to 10,000 feet.

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Our services provide cost advantages in the development and management of subsea reservoirs.

Our Well Intervention segment currently includes seven purpose-built well intervention vessels and 12 subsea intervention systems (including two deepwater IRSs), four of which are 50% owned, providing services primarily in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions.

In the Gulf of Mexico, the Q4000 , a riser-based semi-submersible well intervention vessel, has been serving customers in the spot market since 2002.

In 2010, the Q4000 served as a key emergency response vessel in the Macondo well control and containment efforts.

The Q5000 riser-based semi-submersible well intervention vessel commenced operations in the Gulf of Mexico in 2015.

In Brazil, we provide well intervention services with the Siem Helix 1 and Siem Helix 2 vessels under long-term charter from Siem Offshore AS (“Siem”).

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 equipment includes 12 intervention systems consisting of eight intervention riser systems (“IRSs”), three subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module (“ROAM”), some of which we provide on a stand-alone basis.

The Q4000 , a riser-based semi-submersible well intervention vessel, has served customers in the spot market in the U.S.

Gulf Coast since 2002.

Notably the Q4000 served as a key emergency response vessel in the Macondo well control and containment efforts in 2010.

The vessel is currently performing integrated well intervention operations offshore Nigeria.

The Q5000 riser-based semi-submersible well intervention vessel commenced operations in the U.S.

Gulf Coast in 2015 and is under a two-year contract with Shell through 2026.

In Brazil, we provide well intervention services with the Siem Helix 1 and Siem Helix 2 vessels under long-term charter from Sea1 Offshore (formerly Siem Offshore).

The Siem Helix 1 commenced operations in April 2017 and is currently working on a long-term P&A project for Trident Energy do Brasil Ltda.

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The vessel underwent major capital upgrades in 2015 to extend its estimated useful economic life by approximately 15 years.

The Q7000 semi-submersible well intervention vessel commenced operations in January 2020 performing various integrated well intervention operations offshore Nigeria and is currently performing decommissioning campaigns in the Asia Pacific region.

The Q7000 semi-submersible well intervention vessel commenced operations in January 2020 performing various integrated well intervention operations offshore Nigeria and is currently in the mobilization phase for well intervention work offshore Brazil.

Our Subsea Services Alliance with SLB leverages the parties’ capabilities to provide a unique, fully integrated offering to clients, combining marine support with well access and control technologies.

Through our alliance, we and SLB jointly developed a 15K IRS and the ROAM.

Our Robotics segment provides trenching, seabed clearance, offshore construction and 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.

Our Robotics segment includes 39 work-class ROVs, six trenchers, two IROV boulder grabs, and robotics support vessels chartered on long-term, short-term, flexible and spot bases to facilitate our ROV and trenching operations.

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

We have been actively engaged in robotics for over three decades.

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We often integrate our services with chartered vessels.

Our robotics business operates globally, with primary operations in the North Sea, Gulf of Mexico, U.S.

Our robotics business operates globally, with primary operations in the North Sea, U.S Gulf Coast, U.S.

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

As global marine construction activity levels increase and as the complexity and water depths of the facilities increase, the use and scope of robotics services has expanded.

We charter vessels under long-term, spot, and flexible rates, enabling us to offer an integrated package to our customers including marine access, ROV services, project management and engineering services.

Our chartered vessels enable us to offer an integrated package to our customers including marine access, ROV services, project management and engineering services.

Our robotics assets and experience allow us to meet the technological challenges of our customers’ subsea activities worldwide.

As of December 31, 2023, our robotics assets included 39 work class ROVs, seven trenchers and the IROV boulder grab.

We charter vessels on a long-term or a spot basis to support deployment of our robotics assets.

Over the last decade and especially in recent years there has been an increase in offshore activity associated with the growing renewable energy market.

As the level of activity for offshore renewable energy projects, including wind farm projects, has increased, so has the need for reliable services and related equipment.

Historically, this work was performed by barges and other similar vessels, but these types of services are increasingly being contracted to vessels more suitable for harsh offshore weather conditions, especially in the North Sea where offshore wind farm activity is currently concentrated.

Historically, this work was performed by barges and other similar vessels, but these types of services are increasingly being contracted to vessels more suitable for harsh offshore weather conditions where offshore wind farm activity is currently concentrated.

We provide cable burial services related to subsea power cable installations as well as seabed clearance and site preparation services around the world using our chartered vessels, trenchers and ROVs.

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Shallow Water Abandonment

In July 2022, we completed the acquisition of Alliance, a vertically integrated company specializing in comprehensive offshore oilfield decommissioning services predominantly in the Gulf of Mexico shelf.

Helix Alliance’s decommissioning offerings include well plugging and abandonment, subsea infrastructure flushing and abandonments (or removals), platform decommissioning and structure removals, subsea site clearance, and engineering, permitting and project management.

In addition to its end-of-life decommissioning services, Helix Alliance offers services to support the full life cycle of offshore upstream and midstream industries, including oil and gas production through well intervention, CT and pumping, installations and construction, and IRM.

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

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

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

Our Shallow Water Abandonment segment includes Helix Alliance that was acquired in July 2022, a vertically integrated company which offers a diversified fleet of marine assets including nine liftboats, six offshore supply vessels (“OSVs”), three dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, 20 P&A systems and six CT systems.

Production Facilities

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

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

We own and operate the HP I , a ship-shaped dynamically positioned floating production vessel capable of processing up to 45,000 barrels of oil and 80 million cubic feet of natural gas per day.

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We developed the HFRS in 2011 as a culmination of our experience as a responder in the 2010 Macondo well control and containment efforts.

The HFRS combines the HP I , the Q4000 and the Q5000 with certain well control equipment that can be deployed to respond to a well control incident.

The HFRS combines our capabilities with certain well control equipment that can be deployed to respond to a well control incident.

We are under agreement through March 31, 2026 with various operators to provide access to the HFRS for well control purposes.

Our Production Facilities segment includes mature deepwater offshore wells, including two remaining wells acquired from Marathon Oil Corporation (“Marathon Oil”) in January 2019, and three wells and related subsea infrastructure acquired from MP Gulf of Mexico, LLC, a joint venture controlled by Murphy Exploration & Production Company – USA, in August 2022.

Our Production Facilities segment also includes acquired mature deepwater offshore wells and related subsea infrastructure.

GEOGRAPHIC AREAS

We primarily operate in the Gulf of Mexico, U.S.

We primarily operate in the U.S Gulf Coast (deepwater and shelf), U.S.

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

Our North Sea operations and our Gulf of Mexico shelf operations related to Helix Alliance are usually subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months.

Our North Sea operations and our U.S.

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

See Note 14 for revenues as well as property and equipment by geographic location.

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

2024 — Shell (12%) and Talos (12%);

2023 — Apache (11%) and Shell (10%);

2022 — Shell (15%);

and 2021 — Petrobras (23%) and Shell (17%).

and 2022 — Shell (15%).

We provided services to over 90 customers in 2024.

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Our principal competitors in well intervention include AKOFS Offshore, Baker Hughes, C-Innovation, Expro, Oceaneering, TechnipFMC, Trendsetter, Well-Safe Solutions and international drilling contractors.

Our principal competitors in the robotics business include Atlantic Marine, Briggs Marine, C-Innovation, DeepOcean, DOF Subsea, Fugro, James Fisher, Oceaneering, ROVOP and UTROV.

Our principal competitors in the robotics business include Atlantic Marine, Briggs Marine, C-Innovation, DeepOcean, DOF Subsea, Fugro, James Fisher, Oceaneering and UTROV.

Our principal competitors in shallow water abandonment include Aries Marine, C-Dive, Cardinal Services, Chet Morrison, Crescent Energy Services, Laredo Offshore Services, Manson Gulf, Offshore Liftboats, Offshore Marine Contractors, Seacor, Shore Offshore, Supreme Energy, Turnkey Offshore Project Services and White Fleet.

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Each Committee of our Board oversees elements designed to support our sustainability priorities.

Specifically, the Corporate Governance and Nominating Committee of our Board (the “Governance Committee”) oversees, assesses and reviews the disclosure and reporting of any sustainability matters, including with respect to climate change, regarding the Company’s business and industry, and that committee’s charter formally incorporates oversight of sustainability matters as a stated responsibility.

Specifically, our Board’s Corporate Governance and Nominating Committee (the “Governance Committee”) oversees, assesses and reviews the disclosure and reporting of any sustainability matters, including with respect to climate change, regarding the Company’s business and industry, and that committee’s charter formally incorporates oversight of sustainability matters as a stated responsibility.

Sustainability is reviewed on an ongoing basis in conjunction with environmental, health and safety, and social matters at each Governance Committee meeting.

Our Board’s Audit Committee (the “Audit Committee”) oversees Helix’s enterprise risk management processes, including business continuity, and cybersecurity risk and prevention management.

Lastly, the Compensation Committee of our Board (the “Compensation Committee”) oversees executive management performance and compensation, including sustainability key performance indicators and human capital resources.

While the Board and its Committees oversee strategic sustainability initiatives, our Climate Change Action Committee, comprised of key leaders from QHSE, legal, our business units and management, evaluates Helix’s impact on climate change, implements our go-forward strategies and assists in providing comprehensive disclosures.

Lastly, our Board’s Compensation Committee (the “Compensation Committee”) oversees executive management performance and compensation, including sustainability key performance indicators and human capital management.

While the Board and its Committees oversee strategic sustainability initiatives, our Climate Change Action Committee, comprised of key leaders from Quality, Health, Safety, Environmental (“QHSE”), finance, legal, our business units and management, evaluates Helix’s impact on climate change, implements our go-forward strategies and assists in providing comprehensive disclosures.

Our expectations and goals align with the underlying belief that fossil fuels will not be eliminated from consumption, but rather there will be a gradual global transition from relying primarily on fossil fuels to a more balanced approach that includes renewable energy, such as wind farms and other alternative fuels.

We emphasize continual improvement by establishing goals to reduce our environmental impact, improve our safety record and increase transparency for our stakeholders.

In 2023, we disclosed our GHG Emissions metrics and our reduction targets for GHG Emissions by 2024.

We understand that establishing these targets provides value to us as a company and is valued by our stakeholders, and we are committed to providing transparency with respect to our GHG Emissions.

In tandem with such disclosures and targets, we continued to support renewable energy developments.

We emphasize continual improvement by establishing goals to improve our safety record and increase transparency for our stakeholders.

We understand that establishing these targets provides value to us as a company and is valued by our stakeholders, and we are committed to providing transparency.

In tandem with such disclosures and targets, we have continued to support renewable energy developments.

Our services facilitate both the responsible transition from a carbon-based economy and extending the value and therefore the life cycle of underutilized wells, which in turn mitigates the need to drill new wells.

These efforts are published in greater detail in our most recent Corporate Sustainability Report, a copy of which is available on our website at www.helixesg.com/about-helix/our-company/corporate-sustainability .

HUMAN CAPITAL RESOURCES

Labor Practices

These efforts are published in greater detail in our most recent Corporate Sustainability Report, a copy of which is available on the Investor Relations section of our website at www.helixesg.com .

HUMAN CAPITAL MANAGEMENT

As of December 31, 2024, we had 2,313 employees.

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Further, we expect all employees to maintain a work environment free from harassment, discrimination and abuse, and one where employees treat each other with respect, dignity and courtesy.

These tenets are further described in our Human Rights Policy and our Supplier and Vendor Expectations, both of which are available on our website at www.helixesg.com/about-helix/our-company/corporate-governance .

Human Rights, Anti-Slavery and Anti-Human Trafficking

We are committed to respecting and protecting human rights everywhere we operate and expect similar standards of suppliers, vendors and partners, including requiring periodic assessments and audits to confirm there is no modern slavery or human trafficking in our supply chains or in any part of our business.

Our workplace policies and procedures demonstrate our commitment to acting ethically and with integrity in all our business relationships, and to implementing and enforcing effective systems and controls to prevent slavery and human trafficking from taking place anywhere in our supply chains.

We provide periodic Anti-Human Trafficking training for employees to further arm our workforce with the tools to identify and prevent human trafficking.

Our Modern Slavery Statement is available on our website, located at www.helixesg.com/modern-slavery-statement .

Employee Health and Safety

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Helix management actively encourages critical safety behaviors to avoid injuries to people, environmental disturbances and damage to assets through Hazard Hunts, Behavioral Best Safety Standards, and employee consultations, among other initiatives.

Our Health, Safety and Security Statement is available on our website, located at www.helixesg.com/about-helix/our-company/safety .

Our Health, Safety and Security Statement and Environmental and Energy Statement of Policy are available on our website, located at www.helixesg.com/about-helix/our-company/safety .

We empower our employees to feel safe and confident that their safety and the safety of those around them are our primary concern.

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Certain management systems of our business units have been independently assessed and registered compliant with ISO 9000 (Quality Management Systems), ISO 14001 (Environmental Management Systems), and ISO 45001 (Occupational Health and Safety Management Systems).

Employee Engagement, Diversity and Inclusion

Employee Tenure and Turnover

We track tenure and voluntary employee turnover.

We then use this data to develop our human capital management strategy.

As of December 31, 2023, our global voluntary annual turnover rate was 14%.

As of December 31, 2023, 47% of our workforce had been with Helix for five years or longer (excluding employees added through our Alliance acquisition, which closed on July 1, 2022).

Training, Engagement and Improvement

We undertake to regularly and properly train our staff to be as prepared as possible to perform our operations safely.

Our staff receives up to date and relevant training required for their jobs, and Helix leadership actively engages staff so that behaviors reflect the training and critical safety approach we all desire.

The initial vessel orientation for new hires is the first of many steps in shaping those behaviors.

Each vessel and shore-based employee is assigned a Qualifications and Training Matrix that specifies the qualifications and training that the employee is required to have for the applicable position.

Training is tracked annually and evaluated to confirm the quality of training.

Our staff receives updated and relevant training required for their jobs, and Helix leadership actively engages staff so that behaviors reflect the training and a critical safety approach.

Each vessel and shore-based employee is assigned a Qualifications and Training Matrix that specifies qualifications and training required of the employee.

Training is tracked and evaluated for quality assurance.

Ongoing and thoughtful employee participation is a vital element in the success of our QHSE processes.

While we believe in the strength and effectiveness of our QHSE programs, we continuously review how we can improve our control of QHSE risks through the behavior and feedback of our employees.

Diversity and Inclusion

We are committed to diversity and inclusion throughout our workforce.

Attraction and Retention of Talent

We are committed to attracting and retaining high-performing employees through our diverse talent base and evaluating and promoting throughout our organization based on skills and performance.

We seek the best candidates without regard to factors such as race, religion, color, national origin, age, sex, gender, sexual orientation, gender identity, disability, marital status, veteran status, genetic information, socioeconomic background or any other basis that would be in violation of any applicable federal, state, local or international law.

We are committed to diversity and inclusion throughout our workforce, and believe that employing people with different backgrounds, experiences and perspectives makes Helix a stronger company.

In 2024, our worldwide workforce represented 40 different nationalities.

Our hiring managers and human resources departments in all regions partner to find the best candidates without regard to factors such as race, religion, color, national origin, age, sex, gender, sexual orientation, gender identity, disability, marital status, veteran status, genetic information or any other basis that would be in violation of any applicable federal, state, local or international law.

Employing people with different backgrounds, experiences and perspectives makes Helix a stronger business.

To reinforce this commitment in the U.S., our Houston office implemented a blind recruiting initiative through which Human Resources can mask certain identifying characteristics of new candidates at the initial stages of the recruiting process, including characteristics that may identify a person’s gender, race, disability, ethnicity or nationality.

We are committed to attracting and retaining high-performing employees through this diverse talent base and evaluating and promoting throughout our organization based on skills and performance.

The latest statistics showing the breakdown of how our employees (excluding employees added through our Alliance acquisition, which closed on July 1, 2022) self-identify their ethnicity is available in our most recent Corporate Sustainability Report, a copy of which is available on our website at www.helixesg.com/about-helix/our-company/corporate-sustainability .

Board Diversity

Our Board defines diversity expansively and has determined that it is desirable to have diverse viewpoints, professional experiences, backgrounds (including gender, race, ethnicity and educational backgrounds) and skills, with the principal qualification of a director being the ability to act effectively on behalf of Company shareholders.

We track tenure and voluntary employee turnover.

We then use this data to inform our human capital management strategy.

As of December 31, 2024, our global voluntary annual turnover rate was 14%.

Further, our Board defines diversity expansively and has determined that it is desirable to have diverse viewpoints, professional experiences, backgrounds and skills on our Board, with the principal qualification of a director being the ability to act effectively on behalf of Company shareholders.

Our Board has remained diverse following a long-standing refreshment process.

Relevant information regarding our talent attraction and retention can be found in our most recent Corporate Sustainability Report, a copy of which is available on the Investor Relations section of our website at www.helixesg.com .

Human Rights, Anti-Slavery and Anti-Human Trafficking

We provide periodic Anti-Human Trafficking training for employees to further arm our workforce with the tools to identify and prevent human trafficking.

Our Modern Slavery Statement is available on our website, located at www.helixesg.com/modern-slavery-statement .

GOVERNMENT REGULATION

We provide services primarily in the Gulf of Mexico, U.S.

We provide services primarily in the U.S.

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

East Coast, Brazil, North Sea, Asia Pacific and West Africa regions, and as such we are subject to numerous laws and regulations, including international treaties, flag state requirements, environmental laws and regulations, requirements for obtaining operating and navigation licenses, local content requirements, and other national, state and local laws and regulations in force in the jurisdictions in which our vessels and other assets operate or are registered, all of which can significantly affect the ownership and operation of our vessels and other assets.

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These regimes are applicable in most countries where we operate;

however, the vessel’s flag state and the country where we operate may impose additional requirements, as described below.

however, the vessel’s flag state and the country where we operate may impose additional requirements, including as described below.

In addition, these conventions impose liability for certain environmental discharges, including strict liability in some cases.

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The NSTA also regulates the environmental requirements for our operations in the North Sea.

We comply with the Oil Pollution Prevention and Control Regulations 2005 as required.

We are subject to the Oil Pollution Prevention and Control Regulations 2005.

In the North Sea, international regulations govern working hours and the working environment, as well as standards for diving procedures, equipment and diver health.

We also note that the U.K.’s exit from the European Union (the “EU”) may result in the imposition of new laws, rules or regulations affecting operations inside U.K.

territorial waters.

Our operations in Brazil are predominantly regulated by the Brazilian National Agency of Petroleum, Natural Gas and Biofuels, the federal government agency responsible for the regulation of the oil sector.

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These include engineering, safety, safe manning and other requirements related to the maritime industry.

Each of our vessels must also maintain its “in-class” status with a classification society, evidencing that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable flag state rules and international conventions.

Our vessels generally must undergo a class survey once every five years.

Each of our vessels is subject to a “class” status with a classification society, with respect to whether the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable flag state rules and international conventions.

Our vessels generally undergo a class survey once every five years.

In the U.S., the Coast Guard sets safety standards and is authorized to investigate marine incidents, recommend safety standards, and inspect vessels at will.

We also adhere to manning requirements implemented by the Coast Guard for operations on the U.S.

We are also bound by manning requirements implemented by the Coast Guard for operations on the U.S.

Outer Continental Shelf (“OCS”).

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We are subject to local content requirements with respect to vessels, equipment and crews utilized in certain of our operations.

Governments in some countries, notably in Australia, Brazil and in the West Africa region, remain active in establishing and enforcing such requirements along with other aspects of the energy industries in their respective countries.

Governments in some countries, notably in Australia, Brazil and in the West Africa region, establish and enforce such requirements along with other aspects of the energy industries in their respective countries.

A number of jurisdictions where we operate require that certain work may only be performed by vessels built and/or registered in that jurisdiction.

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The operation of oil and gas properties located on the OCS is regulated primarily by BOEM and BSEE.

Among other requirements, BOEM requires lessees of OCS properties to post bonds or provide other adequate financial assurance in connection with the P&A of wells located offshore and the removal of production facilities.

Among other requirements, BOEM may require lessees of OCS properties to post bonds or provide other adequate financial assurance in connection with the P&A of wells located offshore and the removal of production facilities.

Following the Deepwater Horizon incident in April 2010, BSEE implemented enhanced standards for companies engaged in the development of offshore oil and gas wells.

As an owner and operator of wells located on the OCS, we are required to maintain a BSEE-approved Oil Spill Response Plan.

As an owner and operator of wells located on the OCS, we maintain a BSEE-approved Oil Spill Response Plan.

BSEE also oversees requirements relating to well control equipment utilized during intervention and decommissioning operations.

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is one of approximately 175 member countries party to the International Maritime Organization (“IMO”), an agency of the United Nations responsible for developing measures to improve the safety and security of international shipping and to prevent marine pollution from ships.

The IMO has negotiated MARPOL, which imposes on the shipping industry environmental standards relating to oil spills, management of garbage, the handling and disposal of noxious liquids, harmful substances in packaged forms, sewage, and air emissions.

The IMO negotiated MARPOL, which imposes on the shipping industry environmental standards relating to oil spills, management of garbage, the handling and disposal of noxious liquids, harmful substances in packaged forms, sewage, and air emissions.

The Oil Pollution Act of 1990, as amended (“OPA”), imposes a variety of requirements on offshore facility owners or operators in the U.S., and the lessee or permittee of the U.S.

area in which an offshore facility is located, as well as owners and operators of vessels.

Any of these entities or persons can be “responsible parties” and are strictly liable for removal costs and damages arising from facility and vessel oil spills or threatened spills.

Any of these entities or persons can be “responsible parties” which are strictly liable for removal costs and damages arising from facility and vessel oil spills or threatened spills.

Failure to comply with OPA may result in the assessment of civil, administrative and criminal penalties.

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A number of foreign jurisdictions also require us to present satisfactory evidence of financial responsibility.

We satisfy these requirements through appropriate insurance coverage.

We address these requirements through appropriate insurance coverage.

Water Pollution

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and imposes potential liability for the costs of remediating releases of petroleum and other substances.

Permits must be obtained to discharge pollutants into state and federal waters.

Permits may be obtained to discharge certain types of pollutants into state and federal waters.

The EPA issues Vessel General Permits (“VGPs”) covering discharges incidental to normal vessel operations, including ballast water, and implements various training, inspection, monitoring, recordkeeping and reporting requirements, as well as corrective actions upon identification of each deficiency.

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Annex VI of MARPOL addresses air emissions, including emissions of sulfur and nitrous oxide, and requires the use of low sulfur fuels worldwide in both auxiliary and main propulsion diesel engines on vessels.

The IMO designates the waters off North America as an Emission Control Area, meaning that vessels operating in the U.S.

must use fuel with a sulfur content no greater than 0.1%.

Directives have been issued designed to reduce the emission of nitrogen oxides and sulfur oxides.

These can impact both the fuel and the engines that may be used onboard vessels.

The IMO designates the waters off North America as an Emission Control Area, mandating that vessels operating in the U.S.

use fuel with a sulfur content no greater than 0.1%.

Directives designed to reduce the emission of nitrogen oxides and sulfur oxides have been issued, and can impact both the fuel and engines that may be used onboard vessels.

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) requires the remediation of releases of hazardous substances into the environment in the U.S.

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Current Compliance and Potential Impact

We believe that we are in compliance in all material respects with the applicable environmental laws and regulations to which we are subject.

We believe we are in compliance in all material respects with applicable environmental laws and regulations.

We maintain a robust operational compliance program, and we maintain and update our programs to meet or exceed applicable regulatory requirements.

We do not anticipate that compliance with existing environmental laws and regulations will have a material effect upon our capital expenditures, earnings or competitive position.

However, changes in environmental laws and regulations, changes in the ways such laws and regulations are interpreted or enforced, or claims for damages to persons, property, natural resources or the environment, could result in substantial costs and liabilities, and thus there can be no assurance that we will not incur significant environmental compliance costs or liabilities in the future.

However, changes in environmental laws and regulations, changes in the ways such laws and regulations are interpreted or enforced, or claims for damages to persons, property, natural resources or the environment, could result in substantial costs and liabilities, and accordingly there can be no assurance that we will not incur significant environmental compliance costs or liabilities in the future.

INSURANCE MATTERS

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Damages arising from such occurrences may result in claims that could be significant.

As discussed below, we maintain insurance policies to cover some of our risk of loss associated with our operations.

As discussed below, we maintain insurance policies to cover some of our risk of loss associated with our business.

We maintain the amount of insurance we believe is prudent based on our estimated loss potential.

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We also carry Protection and Indemnity insurance, which covers liabilities arising from the operation of vessels, and General Liability insurance, which covers liabilities arising from general operations.

Onshore employees are covered by Workers’ Compensation.

Offshore employees and marine crews are covered by a Maritime Employers Liability (“MEL”) insurance policy, which covers Jones Act exposures.

Onshore employees are covered by Workers’ Compensation, and offshore employees and marine crews are covered by a Maritime Employers Liability (“MEL”) insurance policy, which covers Jones Act exposures.

We maintain Operator Extra Expense coverage that provides certain coverage per each loss occurrence for a well control issue on oil and gas properties where we are the operator.

In addition to the liability policies described above, we currently carry various layers of Umbrella Liability in excess of primary limits as well as OPA insurance for our offshore oil and gas properties with coverage as required by BOEM.

In addition to these liability policies, we currently carry various layers of Umbrella Liability in excess of primary limits as well as OPA insurance for our offshore oil and gas properties.

We customarily have agreements with our customers and vendors in which each contracting party is responsible for its respective personnel.

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Copies of this Annual Report for the year ended December 31, 2024, previous and subsequent copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments thereto, are or will be available free of charge at our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.

In addition, the “For the Investor” section of our website contains copies of our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers and our Corporate Sustainability Report.

In addition, the Investor Relations section of our website contains copies of our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers and our Corporate Sustainability Report.

We make our website content available for informational purposes only.

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The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers and any waiver from any provision of those codes by posting that information in the “For the Investor” section of our website at www.helixesg.com .

We satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers and any waiver from any provision of those codes by posting that information in the Investor Relations section of our website at www.helixesg.com .

CERTAIN DEFINITIONS

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Shallow water:

Generally, water depths less than 1,000 feet, including the Gulf of Mexico shelf.

Generally, water depths less than 1,000 feet, including the U.S.

Gulf Coast shelf.

Site clearance:

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A riserless subsea system designed to provide access to the well bore while providing well control safety for activities that do not require a riser conduit.

A SIL can be utilized for wireline, logging, light perforating, zone isolation, plug setting and removal, and decommissioning, and it facilitates access to subsea wells from a monohull vessel to provide safe, efficient and cost effective riserless well intervention and abandonment solutions.

A SIL can be utilized for wireline, logging, light perforating, zone isolation, plug setting and removal, and decommissioning, and it facilitates access to subsea wells from a vessel to provide safe, efficient and cost effective riserless well intervention and abandonment solutions.

Trencher or trencher system:

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

What changed 10-K

Item 1. Business