Owen E. Kratz - Feb 27, 2025 Form 4 Insider Report for HELIX ENERGY SOLUTIONS GROUP INC (HLX)

Role
PRESIDENT & CEO, Director
Signature
/s/ Ken Neikirk by power of attorney
Stock symbol
HLX
Transactions as of
Feb 27, 2025
Transactions value $
-$1,798,452
Form type
4
Date filed
3/3/2025, 06:10 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 +490K +6.57% 7.96M Feb 27, 2025 Direct F1, F2
transaction HLX Common Stock Tax liability -$1.8M -193K -2.42% $9.32 7.77M Feb 27, 2025 Direct F2, F3

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 -577K -100% $0.00 0 Feb 27, 2025 Common Stock 577K 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. The Compensation Committee of the Company's Board of Directors elected to pay in cash the value of a portion of the 2022 PSUs which vested.
F2 Mr. Kratz disclaims beneficial ownership of 1,000,000 shares included in this amount, which shares are held by Joss Investments Limited Partnership, an entity in which he is a general partner.
F3 These shares were forfeited to satisfy tax obligations related to the vesting of the reporting person's 2022 PSUs.