Scott Andrew Sparks - Feb 27, 2025 Form 4 Insider Report for HELIX ENERGY SOLUTIONS GROUP INC (HLX)

Role: EVP & COO
Signature: /s/ Ken Neikirk by power of attorney
Stock symbol: HLX
Transactions as of: Feb 27, 2025
Transactions value $: -$690,584
Form type: 4
Date filed: 3/3/2025, 05:58 PM
Previous filing: Jan 15, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HLX	Common Stock	Options Exercise		+188K	+83.01%		415K	Feb 27, 2025	Direct	F1
transaction	HLX	Common Stock	Tax liability	-$691K	-74.1K	-17.85%	$9.32	341K	Feb 27, 2025	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HLX	Performance Share Units	Options Exercise	$0	-188K	-100%	$0.00	0	Feb 27, 2025	Common Stock	188K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Performance Share Unit ("2022 PSU") was granted on January 4, 2022 pursuant to the Company's 2005 Long-Term Incentive Plan (as amended, the "LTIP") and represented the contingent right to receive one share of Company common stock subject to the terms of the LTIP and the 2022 PSU Award Agreement. Actual number of shares upon vesting could have ranged from 0-200% dependent in equal parts on the Company's total shareholder return performance compared to a selected peer group and the generation of free cash flow ("FCF") compared to benchmarks over the three-year period beginning January 1, 2022 and ended December 31, 2024. The Company generated cumulative FCF during the performance period exceeding the highest benchmark threshold under the 2022 PSU Award Agreement which resulted in a 200% payout for the FCF portion and are settled hereby.
F2	These shares were forfeited to satisfy tax obligations related to the vesting of the reporting person's 2022 PSUs.

Content

Each Performance Share Unit ("2022 PSU") was granted on January 4, 2022 pursuant to the Company's 2005 Long-Term Incentive Plan (as amended, the "LTIP") and represented the contingent right to receive one share of Company common stock subject to the terms of the LTIP and the 2022 PSU Award Agreement. Actual number of shares upon vesting could have ranged from 0-200% dependent in equal parts on the Company's total shareholder return performance compared to a selected peer group and the generation of free cash flow ("FCF") compared to benchmarks over the three-year period beginning January 1, 2022 and ended December 31, 2024. The Company generated cumulative FCF during the performance period exceeding the highest benchmark threshold under the 2022 PSU Award Agreement which resulted in a 200% payout for the FCF portion and are settled hereby.

These shares were forfeited to satisfy tax obligations related to the vesting of the reporting person's 2022 PSUs.