SEC Form 4 · accession 0001193125-26-380372
HORNBECK OFFSHORE SERVICES, INC. · HOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Owen E Kratz
Other
Period of report
Sep 1, 2026
Accepted (ET)
Sep 2, 2026 · 4:48 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000866829
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1,F2 | — | Sep 1, 2026 | M | 262,646 | D | — | — | Common Stock | 262,646 | 0 | D |
| Performance Share UnitsF1,F3 | — | Sep 1, 2026 | M | 257,833 | D | — | — | Common Stock | 257,833 | 0 | D |
| Performance Share UnitsF1,F4 | — | Sep 1, 2026 | M | 488,038 | D | — | — | Common Stock | 488,038 | 0 | D |
| Restricted Stock UnitsF1,F5 | — | Sep 1, 2026 | M | 58,366 | D | — | — | Common Stock | 58,366 | 0 | D |
| Restricted Stock UnitsF1,F6 | — | Sep 1, 2026 | M | 128,756 | D | — | — | Common Stock | 128,756 | 0 | D |
| Restricted Stock UnitsF1,F7 | — | Sep 1, 2026 | M | 287,081 | D | — | — | Common Stock | 287,081 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc. Odyssey Sub, Inc., Hercules Sub LLC and Hornbeck Offshore Services, Inc. (the "Merger Agreement"), each award of performance share units (a "Parent PSU Award") and each award of restricted stock units (a "Parent RSU Award") owned by the reporting person as of the Effective Time was canceled in exchange for an amount in cash equal to the number of shares of Parent Common Stock subject to such Parent PSU Award or Parent RSU Award multiplied by the closing price of a share of Parent Common Stock on the NYSE on the Trading Day immediately prior to the Closing Date, which was $10.30.
- F2Each performance share unit subject to the Parent PSU Award granted on January 1, 2024 ("2024 Parent PSU Award") pursuant to the Parent's 2005 Long-Term Incentive Plan (as amended, the "LTIP") represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2024 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 150.0% of the 2024 Parent PSU Award was earned by the reporting person.
- F3Each performance share unit subject to the Parent PSU Award granted on January 1, 2025 ("2025 Parent PSU Award") pursuant to the LTIP represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2025 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 133.5% of the 2025 Parent PSU Award was earned by the reporting person.
- F4Each performance share unit subject to the Parent PSU Award granted on January 1, 2026 ("2026 Parent PSU Award") pursuant to the LTIP represented the contingent right to receive one share of Parent Common Stock subject to the terms of the LTIP and the 2026 Parent PSU Award agreement, subject to the level of achievement with respect to the applicable performance criteria. On August 31, 2026, the Compensation Committee determined that 170.0% of the 2026 Parent PSU Award was earned by the reporting person.
- F5Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2024 ("2024 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Forfeiture restrictions lapsed with respect to one-third of the 2024 Parent RSU Award on January 1, 2025, forfeiture restrictions with respect to an additional one-third of the award lapsed on January 1, 2026 and, pursuant to the Merger Agreement, the remaining forfeiture restrictions with respect to the award lapsed on September 1, 2026.
- F6Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2025 ("2025 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Forfeiture restrictions lapsed with respect to one-third of the 2025 Parent RSU Award on January 1, 2026 and, pursuant to the terms of the Merger Agreement, the remaining forfeiture restrictions with respect to the award lapsed on September 1, 2026.
- F7Each restricted stock unit subject to the Parent RSU Award granted on January 1, 2026 ("2026 Parent RSU Award") represented the contingent right to receive one share of Parent Common Stock. Pursuant to the terms of the Merger Agreement, all forfeiture restrictions with respect to the 2026 Parent RSU Award lapsed on September 1, 2026.
Remarks
FORMER DIRECTOR, PRESIDENT & CEO Following the transactions contemplated by the Merger Agreement, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of Hornbeck Offshore Services, Inc. (formerly named Helix Energy Solutions Group, Inc.) and therefore will no longer report any such transactions on Form 4 or Form 5. Capitalized terms used herein without definition have the meanings ascribed to them in the Merger Agreement.