HELIX ENERGY SOLUTIONS GROUP INC (Form: 8-K, Received: 12/18/2025 06:01:24)

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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): December 17, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 17, 2025, Helix Energy Solutions Group, Inc. (the “Company”) announced that there will be an executive leadership transition at the Company. In relation to this, Owen Kratz, President and Chief Executive Officer of the Company and member of the Company’s Board of Directors (the “Board”), informed the Board on December 17, 2025 of his intention to retire. To ensure leadership continuity and a smooth transition, Mr. Kratz intends to continue to serve as CEO until the Board has appointed a successor.

Item 7.01. Regulation FD Disclosure.

On December 17, 2025, the Company issued a press release announcing the executive leadership transition at the Company. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
99.1		Press Release of Helix Energy Solutions Group, Inc. dated December 17, 2025 (furnished herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 17, 2025
	HELIX ENERGY SOLUTIONS GROUP, INC.

	By:	/s/ Kenneth E. Neikirk
		Kenneth E. Neikirk
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT 99.1


		PRESSRELEASE www.helixesg.com



Helix Energy Solutions Group, Inc.	●	3505 W. Sam Houston Parkway N., Suite 400	●	Houston, TX 77043	●	281-618-0400	●	fax: 281-618-0505

For Immediate Release								25-016

Date: December 17, 2025		Contact:	Erik Staffeldt
			Executive Vice President & CFO

Helix Energy Solutions Announces

CEO Succession Plan

Owen Kratz to Retire after Career of Transformative Leadership

HOUSTON, TX, Helix Energy Solutions Group, Inc. (NYSE: HLX) (“Helix” or the “Company”) today announced that Owen Kratz, President and Chief Executive Officer (“CEO”) and member of the Helix Board of Directors (the “Board”), has informed the Board of his intention to retire.

Mr. Kratz’s retirement will mark the culmination of an extraordinary career, beginning as an offshore diver and holding various offshore positions before ascending to onshore management. Mr. Kratz joined Helix (then known as Cal Dive International) in 1984 and was first appointed as its CEO in 1997. To ensure leadership continuity and a smooth transition, Mr. Kratz intends to continue to serve as CEO until the Board has appointed a successor.

“Owen Kratz is a pioneer and a stalwart in the offshore energy services industry, and his leadership of Helix for nearly four decades is to be applauded,” said Bill Transier, Chairman of the Helix Board. “The depth and breadth of his contributions to the Company cannot be overstated, as he has dedicated his distinguished career to the growth of Helix from a small diving company to a global industry leader. Owen has successfully navigated Helix through multiple business cycles and delivered value to our shareholders and clients, as an innovator in multiple fields including subsea diving, intervention, robotics, construction, E&P and decommissioning.”

“Helix has significantly evolved since I first joined Cal Dive, and it has been the privilege of my career to lead this unique Company and grow it into what it has become today,” said Kratz. “Working with friends and colleagues over the years I am proud to have overseen Helix’s rise to becoming a leading and trusted offshore services provider around the world and having done so with integrity. Helix is well positioned and has a strong balance sheet that affords opportunities for future growth. I am confident in the Company’s ability to drive value creation over the long term, I look forward to supporting the team in achieving new heights, and I am excited to see what Helix’s next chapter holds.”

“Succession planning is a matter the Board and Owen have long discussed. The Board and executive management are committed to continuity and a smooth transition, and we are grateful that we’ll continue to benefit from Owen’s expertise and perspective in this process,” continued Transier. “We are focused on selecting our next strong CEO, with proven experience as a global business leader.”

About Helix

Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is 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. For more information about Helix, please visit our website at www.helixesg.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause results to differ materially from those in the forward-looking statements, including but not limited to the results of the succession search and the transition thereunder and the reactions of stakeholders thereto; actions by governments, customers, suppliers and partners; market conditions; demand for our services; the performance of contracts by suppliers, customers and partners; actions by governmental and regulatory authorities; operating hazards and delays, which includes delays in delivery, chartering or customer acceptance of assets or terms of their acceptance; our ultimate ability to realize current backlog; employee management issues; complexities of global political and economic developments; geologic risks; volatility of oil and gas prices and other risks described from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including Helix’s most recently filed Annual Report on Form 10-K and in Helix’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. We assume no obligation and do not intend to update these forward-looking statements, which speak only as of their respective dates, except as required by the securities laws.