HELIX ENERGY SOLUTIONS GROUP INC

false 0000866829 0000866829 2026-04-22 2026-04-22 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 HELIX ENERGY SOLUTIONS GROUP, INC. (Exact name of registrant as specified in its charter) Minnesota 001-32936 95-3409686 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3505 West Sam Houston Parkway North Suite 400 Houston , Texas 77043 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 281 - 618-0400 NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value HLX New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On April 22, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation (“ Parent ”), Odyssey Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“ Parent Sub ”), Hercules Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parent (“ LLC Sub ”), and Hornbeck Offshore Services, Inc., a Delaware corporation (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into the Company, with the Company 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. Upon consummation of the transactions contemplated by the Merger Agreement (the “ Transactions ”), Parent expects that its current shareholders will own approximately 45%, and current shareholders of the Company will own approximately 55%, of the Combined Company (as defined herein) on a fully diluted basis. Following the Transactions, the name of Parent will be changed to Hornbeck Offshore Services, Inc. (the “ Combined Company ”), and its common stock will remain listed on the New York Stock Exchange (the “ NYSE ”). Under the terms of the Merger Agreement and as more fully described below, immediately prior to the First Company Merger, Parent will convert from a Minnesota corporation to a Delaware corporation (the “ Conversion ”) in accordance with Section 265 of the General Corporate Law of the State of Delaware and Section 302A.682 of the Minnesota Business Corporation Act pursuant to a Plan of Conversion (the “ Plan of Conversion ”), and each issued and outstanding share of Parent’s common stock (“ Parent Common Stock ”) will be converted into one share of common stock, par value $0.00001 per share, of Parent following the Conversion (the “ Converted Parent 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 the Company’s common stock, par value $0.00001 per share (the “ Company Common Stock ”) 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 Parent Common Stock. The board of directors of Parent (the “ Parent Board ”) (a) determined that the Merger Agreement, the Plan of Conversion and the Transactions, including the Conversion, are fair to, advisable and in the best interests of, Parent and the holders of Parent Common Stock; (b) approved and declared advisable the Merger Agreement, the Plan of Conversion and the Transactions, including the Conversion, on the terms and subject to the conditions set forth in the Merger Agreement; (c) directed that approval of: (i) the issuance of shares of Converted Parent Common Stock pursuant to the Merger Agreement (the “ Share Issuance ”) by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the Share Issuance; (ii) the Plan of Conversion by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter; (iii) the provisions regarding compliance with the Shipping Act of 1916, as amended (46 U.S.C. § 50501), and the regulations promulgated thereunder (the “ Jones Act ”), as set forth in Article XV of Parent’s Certificate of Incorporation to be effective in connection with the Conversion (the “ Parent Certificate of Incorporation upon Conversion ”) (the “ Jones Act Amendments ”) by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter; (iv) an increase in the authorized Parent Common Stock and Parent Preferred Stock as set forth in Article V of the Parent Certificate of Incorporation upon Conversion by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter; (v) the director and officer citizenship requirement provisions set forth in Section 6.7 of the Parent Certificate of Incorporation upon Conversion by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter; (vi) the Second Company Merger by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter; (vii) the submission to jurisdiction provisions set forth in Article XIV of the Parent Certificate of Incorporation upon Conversion by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter; (viii) the provisions limiting liability of officers set forth in Article VII of the Parent Certificate of Incorporation upon Conversion by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter; (ix) the removal of the supermajority amendment approval requirements set forth in Article XI of the Parent’s existing Articles of Incorporation from the Parent Certificate of Incorporation upon Conversion by the holders of 80% of the outstanding shares of Parent Common Stock entitled to vote on such matter; and (x) the corporate opportunities provisions set forth in Article IX of the Parent Certificate of Incorporation upon Conversion by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter, in each case, at a meeting of the Parent shareholders duly called and held for such purpose (the matters set forth in clauses (i) throu