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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 21 added, 47 removed, 260 unchanged (21% of the section changed)

25 unchanged sentences

We have a Code of Business Conduct and Ethics for all of our directors, officers and employees as well as a Code of Ethics for Chief Executive Officer and Senior Financial Officers specific to those officers.

Copies of these documents are available at our website www.helixesg.com under Corporate Governance (which can be accessed by clicking the “For the Investor” tab and then the “Governance” tab).

Copies of these documents are available under Corporate Governance of the Investor Relations section of our website www.helixesg.com .

Interested parties may also request a free copy of these documents from:

3 unchanged sentences

Houston, Texas 77043

Insider Trading Compliance Program

We have adopted the Helix Energy Solutions Group, Inc.

Insider Trading Compliance Program and the Insider Trading Policy (Guidelines with Respect to Certain Transactions in Company Securities), included as an exhibit to the Insider Trading Compliance Program, to govern transactions in the Company’s securities by employees, officers, directors and other related individuals of the Company and its subsidiaries.

The Insider Trading Policy prohibits transactions involving a purchase or sale of Company securities while an individual is in possession of material non-public information and provides for trading windows during which the Company’s securities can be bought, sold or otherwise transferred.

The Insider Trading Compliance Program and the Insider Trading Policy are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards of the NYSE.

The foregoing summary of the Insider Trading Compliance Program and the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Compliance Trading Program and the Insider Trading Policy attached to this Annual Report as Exhibit 19.1 and incorporated herein by reference.

Executive Compensation

24 unchanged sentences

Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Second Amended and Restated By-Laws of Helix, as amended.

4 unchanged sentences

Exhibit 4.7 to the Form 8-A filed on June 30, 2006 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A.

40 unchanged sentences

Exhibit 4.7 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)

Credit Agreement dated June 19, 2013 by and among Helix Energy Solutions Group, Inc., as borrower, Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, and other lender parties named thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on June 19, 2013 (001-32936)

Amendment No.

1 to the Credit Agreement, dated as of May 13, 2015, by and among Helix Energy Solutions Group, Inc.

and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on May 14, 2015 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Amendment No.

2 to the Credit Agreement, dated as of January 19, 2016, by and among Helix Energy Solutions Group, Inc.

and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on January 25, 2016 (001-32936)

Amendment No.

3 to the Credit Agreement, dated as of February 9, 2016, by and among Helix Energy Solutions Group, Inc.

and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on February 11, 2016 (001-32936)

Amended and Restated Credit Agreement dated June 30, 2017, by and among Helix Energy Solutions Group, Inc.

and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on June 30, 2017 (001-32936)

Amendment No.

1 to the Amendment and Restated Credit Agreement, dated as of January 18, 2019, by and among Helix Energy Solutions Group, Inc.

and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on January 22, 2019 (001-32936)

Amendment No.

2 to Amended and Restated Credit Agreement, dated as of June 28, 2019, by and among Helix Energy Solutions Group, Inc., as borrower, the guarantors listed therein, and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on June 28, 2019 (001-32936)

Amendment No.

3 to Amended and Restated Credit Agreement, dated as of December 30, 2020, by and among Helix, certain of its subsidiaries as guarantors, the lenders thereunder, and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer.

Exhibit 4.1 to the Current Report on Form 8-K filed on December 31, 2020 (001-32936)

Credit Agreement dated September 26, 2014, by and among Helix Q5000 Holdings S.à r.l., Helix Vessel Finance S.à r.l.

and Nordea Bank Finland PLC, London Branch as administrative agent and collateral agent, together with the other lenders party thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on September 30, 2014 (001-32936)

First Amendment to the Credit Agreement dated as of September 26, 2014, by and among Helix Q5000 Holdings S.à r.l., Helix Vessel Finance S.à r.l.

and Nordea Bank ABP, New York Branch and the lender parties thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on March 12, 2020 (001-32936)

Senior Debt Indenture, dated as of November 1, 2016, by and between Helix Energy Solutions Group, Inc.

1 unchanged sentence

Exhibit 4.1 to the Current Report on Form 8-K filed on November 1, 2016 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

First Supplemental Indenture, dated as of November 1, 2016, by and between Helix Energy Solutions Group, Inc.

1 unchanged sentence

Exhibit 4.2 to the Current Report on Form 8-K filed on November 1, 2016 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Second Supplemental Indenture, dated as of March 20, 2018, by and between Helix Energy Solutions Group, Inc.

22 unchanged sentences

Exhibit 4.1 to the Current Report on Form 8-K filed on November 15, 2023 (001-32936)

Amendment No.

4, dated as of August 2, 2024 to Loan, Security and Guaranty Agreement dated as of September 30, 2021, among Helix Energy Solutions Group, Inc., Helix Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater Abandonment Alternatives, Inc., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, Helix Well Ops (U.K.) Limited and Helix Robotics Solutions Limited as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as agent and security trustee for the lenders, as previously amended.

Exhibit 4.1 to the Current Report on Form 8-K filed on August 2, 2024 (001-32936)

Indenture, dated as of December 1, 2023, by and among Helix Energy Solutions Group, Inc., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee.

18 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc.

7 unchanged sentences

Exhibit 10.2 to the Current Report on Form 8-K/A filed on May 12, 2015 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc.

28 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K filed on November 17, 2023 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Form of Purchase Agreement with certain holders of 6.75% Convertible Senior Notes due 2026.

4 unchanged sentences

Exhibit 14.1 to the 2021 Form 10-K filed on February 24, 2022 (001-32936)

Exhibit Number

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Helix Energy Solutions Group, Inc.

Insider Trading Compliance Program.

Filed herewith

List of Helix’s Subsidiaries.

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(principal accounting officer)

/s/ AMERINO GATTI

February 28, 2024

Amerino Gatti

/s/ DIANA GLASSMAN

9 unchanged sentences

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 9A. Controls and Procedures