Form 8-K/A

8-K/A — HORNBECK OFFSHORE SERVICES, INC.

Accession: 0001193125-26-384311

Filed: 2026-09-08

Period: 2026-08-28

CIK: 0000866829

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Financial Statements and Exhibits

Documents

8-K/A — d50831d8ka.htm (Primary)

EX-99.1 (d50831dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: d50831d8ka.htm · Sequence: 1

8-K/A

0000866829 0000866829 2026-08-28 2026-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2026

HORNBECK OFFSHORE SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32936

95-3409686

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

103 Northpark Boulevard

Suite 300

Covington, Louisiana

70433

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (985) 727-2000

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, par value $0.00001 per share

HOS

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.), a Delaware corporation (the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2026 (the “Original Report”). As previously disclosed in the Original Report, on September 1, 2026, the Company completed its business combination (the “Business Combination”) with legacy Hornbeck Offshore Services, Inc., a Delaware corporation (“Legacy Hornbeck”), pursuant to that certain Agreement and Plan of Merger, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), Legacy Hornbeck, Odyssey Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Helix, and Hercules Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Helix. In connection with the completion of the Business Combination, Helix converted from a Minnesota corporation to a Delaware corporation and changed its name from “Helix Energy Solutions Group, Inc.” to “Hornbeck Offshore Services, Inc.”

This Amendment is being filed solely to provide the pro forma financial information required by Item 9.01(b) of Form 8-K that was not included in the Original 8-K at the time of its initial filing, as permitted by Item 9.01(b)(2) of Form 8-K.

Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Report.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, giving effect to the Business Combination as if it had been completed on June 30, 2026, and the unaudited pro forma condensed combined statements of operations of the Company for the six months ended June 30, 2026 and the year ended December 31, 2025, giving effect to the Business Combination as if it had been completed on January 1, 2025, are filed herewith as Exhibit 99.1 and are incorporated by reference herein.

(d) Exhibits.

Exhibit

No.

Description

99.1

Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL 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: September 8, 2026

HORNBECK OFFSHORE SERVICES, INC.

By:

/s/ Samuel A. Giberga

Samuel A. Giberga

Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Filename: d50831dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information and the accompanying notes (the “Pro Forma Financial Information”) are

presented to illustrate the estimated effects of the Mergers (as defined below), which were completed on September 1, 2026 (the “closing date”), pursuant to the Agreement and Plan of Merger, dated April 22, 2026 (the

“merger agreement”), by and among Helix Energy Solutions Group, Inc., a Minnesota corporation (“Legacy Helix”), Odyssey Sub, Inc. (“Parent Sub”), Hercules Sub LLC (“LLC Sub”) and Hornbeck Offshore

Services, Inc., a Delaware corporation (“Legacy Hornbeck”). Pursuant to the merger agreement, on the closing date, (i) Legacy Helix converted from a Minnesota corporation to a Delaware corporation (the “Conversion”);

(ii) following the Conversion, Parent Sub merged with and into Legacy Hornbeck (the “First Company Merger” and the effective time of such merger, the “Effective Time”), with Legacy Hornbeck surviving the First Company Merger

as a wholly owned subsidiary of Legacy Helix (Legacy Hornbeck, as the surviving corporation in the First Company Merger, the “Surviving Corporation”); and (iii) one minute after the Effective Time, the Surviving Corporation merged

with and into LLC Sub (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”), with LLC Sub surviving the Second Company Merger as a wholly owned subsidiary of Legacy Helix. The Mergers are

accounted for as a reverse acquisition, where Legacy Hornbeck, the legal acquiree, is determined to be the accounting acquirer of Legacy Helix. Refer to Note 1. Following the Mergers, Legacy Helix changed the name of the combined company to Hornbeck

Offshore Services, Inc. (the “Company”), and the Company’s common stock continues to trade on the New York Stock Exchange under the new name and ticker symbol “HOS”.

The following transactions occurred in accordance with the merger agreement at the Effective Time of the Mergers:

•

Legacy Helix and Legacy Hornbeck securityholders own approximately 45% and 55%, respectively, of the Company, on

a fully diluted basis.

•

Each issued and outstanding share of Legacy Hornbeck common stock was converted into the right to receive

10.27167 shares (the “exchange ratio”) of the Company’s common stock, par value $0.00001 per share. No fractional shares of the Company’s common stock were issued; instead, stockholders became entitled to receive cash

payments for the value of any fractional shares that would otherwise have been payable.

•

Outstanding Legacy Hornbeck restricted stock units (“RSUs”) and performance stock units

(“PSUs”) generally vested and were settled in shares of the Company’s common stock. The number of shares underlying each award was determined by multiplying the number of shares subject to such award by the exchange ratio. PSUs

were rounded up or down to the nearest whole share, while RSUs were rounded down to the nearest whole share. Certain RSUs held by non-employee directors were cash-settled. A subset of executive RSUs and PSUs

granted in connection with the closing of the Mergers remain outstanding and continue to be subject to post-closing vesting requirements.

•

Each outstanding Legacy Hornbeck option became fully vested and converted into an option of the Company’s

common stock, with the number of shares underlying each converted option determined by applying the exchange ratio rounded down to the nearest whole share, and the exercise price adjusted by dividing by the exchange ratio rounded up to the nearest

whole cent. Certain of the converted options were exercised at closing in accordance with their terms, in exchange for shares of the Company’s common stock. The other converted options continue to be outstanding and the holders have the option

to exercise such option in accordance with their terms for shares of the Company’s common stock.

•

All Legacy Hornbeck warrants (each, a “Creditor Warrant”) issued pursuant to the Creditor Warrant

Agreement, dated as of September 4, 2020, as amended, were settled in shares of the Company’s common stock.

•

Each Legacy Hornbeck warrant (each, a “Jones Act Warrant”) issued pursuant to the Jones Act Warrant

Agreement, dated as of September 4, 2020, as amended and restated, was assumed by the Company and became exercisable for a number of shares of the Company’s common stock adjusted to reflect the exchange ratio, with the applicable exercise

price remaining unchanged.

•

Each outstanding Legacy Helix RSU and PSU became fully vested and, pursuant to the election by the Legacy Helix

Board prior to the Effective Time and after consultation with the Legacy Hornbeck Board, was settled in cash based on the closing price of Legacy Helix common stock on the trading day immediately preceding the closing date. Each Legacy Helix non-employee director restricted stock award became fully vested and was settled in shares of the Company’s common stock.

Page 1 of

The Pro Forma Financial Information has been prepared under the following assumptions:

•

The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026 assumes that the

Mergers had occurred on June 30, 2026.

•

The unaudited pro forma condensed combined statements of operations of the Company for the six months ended

June 30, 2026 and for the year ended December 31, 2025 assume that the Alliance Disposal (as defined below) and the Mergers had occurred on January 1, 2025, the beginning of the earliest period presented.

The Pro Forma Financial Information has been compiled using, and should be read in conjunction with the following:

•

The unaudited condensed consolidated financial statements and notes of Legacy Helix as of and for the six months

ended June 30, 2026 included in the Form 10-Q, filed by Legacy Helix with the Securities and Exchange Commission (the “SEC”) on August 6, 2026.

•

The audited consolidated financial statements and notes of Legacy Helix as of and for the year ended

December 31, 2025, revised and reissued to reflect the presentation of discontinued operations as a result of the sale of its Shallow Water Abandonment reportable segment (the “Alliance Disposal”), which were included in the Form 8-K filed by Legacy Helix with the SEC on August 11, 2026.

•

The unaudited condensed consolidated financial statements and notes of Legacy Hornbeck as of and for the six

months ended June 30, 2026, included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2026 (the “Original

8-K”), which is being amended by the accompanying Current Report on Form 8-K/A (“Amendment No. 1”).

•

The audited consolidated financial statements and notes of Legacy Hornbeck as of and for the year ended

December 31, 2025, included as Exhibit 99.1 to the Original 8-K, which is being amended by the accompanying Amendment No. 1.

The Pro Forma Financial Information is for informational purposes only and is not necessarily indicative of what the actual consolidated results of operations

and financial position of the Company would have been had the Mergers taken place on the dates indicated, nor are they indicative of future consolidated results of operations or financial position of the Company. The Pro Forma Financial Information

is based on the information available to management at the time of preparation and assumptions that management believes are reasonable and supportable. The pro forma adjustments, which are described in the accompanying notes, may be revised as

additional information becomes available and is evaluated. It is likely that the actual adjustments upon the finalization of the purchase price accounting will differ from the pro forma adjustments, and it is possible the differences may be

material.

Page 2 of

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026

(in thousands)

Legacy

Hornbeck

As Adjusted

(Note 3)

Legacy

Helix

As Adjusted

(Note 3)

Transaction

Accounting

Adjustments

(Note 4)

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

95,650

652,234

(52,159

)

684,499

(11,226

)

Accounts receivable, net

167,288

204,864

—

372,152

Prepaid expenses

6,284

3,946

—

10,230

Other current assets

38,526

78,422

(21,248

)

133,825

38,125

)

Total current assets

307,748

939,466

(46,508

)

1,200,706

Property, plant and equipment, net

761,472

1,232,621

(166,694

)

1,827,399

Goodwill

—

195,378

)

195,378

Deferred recertification and dry dock costs, net

119,010

56,059

(56,059

)

119,010

Operating lease

right-of-use assets

16,710

287,061

11,638

)

315,409

Finance lease

right-of-use assets

8,677

—

8,677

Other assets

10,419

54,811

(2,905

)

53,240

(8,224

)

(861

)

Total assets

1,224,036

2,570,018

(74,235

)

3,719,819

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

89,916

124,049

—

213,965

Accrued payroll and benefits

21,520

41,632

(5,922

)

55,589

(1,641

)

Current maturities of long-term debt, net

34,588

9,516

9,699

)

53,803

Operating lease liabilities

3,509

64,794

—

68,303

Finance lease liabilities

4,819

—

4,819

Other current liabilities

19,436

31,126

45,850

)

96,412

Total current liabilities

173,788

271,117

47,986

492,891

Long-term debt, net

416,962

294,789

3,659

)

715,410

Operating lease liabilities

16,253

241,299

(6,484

)

251,068

Finance lease liabilities

4,520

—

4,520

Deferred tax liabilities

—

104,765

(53,655

)

51,110

Other long-term liabilities

8,350

74,392

23,175

)

105,917

Total long-term liabilities

446,085

715,245

(33,305

)

1,128,025

Total liabilities

619,873

986,362

14,681

1,620,916

STOCKHOLDERS’ EQUITY

Common stock

—

1,222,354

(1,222,352

)

Additional paid-in capital

262,227

—

1,591,253

)

1,853,480

Retained earnings (loss)

341,572

408,228

(42,335

)

245,057

14,574

)

(861

)

(45,850

)

(430,271

)

Accumulated other comprehensive income (loss)

364

(46,926

)

46,926

)

364

Total stockholders’ equity

604,163

1,583,656

(88,916

)

2,098,903

Total liabilities and stockholders’ equity

1,224,036

2,570,018

(74,235

)

3,719,819

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

Page 3 of

Unaudited Pro Forma Condensed Combined Statements of Operations

Six Months Ended June 30, 2026

(in thousands, except per share data)

Legacy

Hornbeck

As Adjusted

(Note 3)

Legacy

Helix

As Adjusted

(Note 3)

Transaction

Accounting

Adjustments

(Note 4)

Pro Forma

Combined

Net revenues

355,976

570,726

(460

)

(AA

)

926,242

Cost and expenses:

Operating expense

189,942

419,320

(460

)

(AA

)

604,154

(5,334

)

(BB

)

686

(CC

)

Depreciation expense

24,256

58,159

(8,135

)

(DD

)

74,280

Amortization expense

28,107

19,716

(9,423

)

(BB

)

38,400

General and administrative expense

38,230

38,456

1,033

(EE

)

77,719

Stock-based compensation expense

4,250

2,772

2,690

(FF

)

9,712

Merger and integration costs

12,445

8,340

—

20,785

Total cost and expenses

297,230

546,763

(18,943

)

825,050

Gain on sale of assets

1,642

—

1,642

Operating income

60,388

23,963

18,483

102,834

Other income (expense):

Postponed offering costs

(3,617

)

—

(3,617

)

Foreign currency gain (loss)

293

—

297

Royalty income and other

—

1,906

—

1,906

Interest expense

(18,433

)

(16,521

)

3,964

(GG

)

(30,990

)

Interest income

1,896

6,740

—

8,636

Other income (loss)

140

—

208

Total other income (expense)

(19,793

)

(7,731

)

3,964

(23,560

)

Income (loss) before income taxes

40,595

16,232

22,447

79,274

Income tax expense (benefit)

10,356

6,209

6,536

(HH

)

23,101

Net income (loss)

30,239

10,023

15,911

56,173

Basic earnings per common share

1.96

0.07

0.17

Diluted earnings per common share

1.71

0.06

0.17

Weighted average common shares outstanding:

Basic

15,452

147,192

326,099

Diluted

17,683

148,002

327,991

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

Page 4 of

Unaudited Pro Forma Condensed Combined Statements of Operations

Year Ended December 31, 2025

(in thousands, except per share data)

Legacy

Hornbeck

As Adjusted

(Note 3)

Legacy

Helix

As Adjusted

(Note 3)

Transaction

Accounting

Adjustments

(Note 4)

Pro Forma

Combined

Net revenues

719,830

1,091,905

(920

)

(AA

)

1,810,815

Costs and expenses:

Operating expense

376,291

787,148

(920

)

(AA

)

1,131,760

(31,186

)

(BB

)

427

(CC

)

Depreciation expense

41,554

116,381

(33,293

)

(DD

)

124,642

Amortization expense

43,815

47,956

(35,989

)

(BB

)

55,782

General and administrative expense

74,461

61,575

2,065

(EE

)

164,089

25,988

(II

)

Stock-based compensation expense

7,723

6,504

44,137

(FF

)

58,364

Merger and integration costs

—

45,850

(JJ

)

45,850

Total costs and expenses

543,844

1,019,564

17,079

1,580,487

Long-lived asset impairment

—

(18,064

)

—

(18,064

)

Gain on sale of assets

13,222

—

13,222

Operating income (loss)

189,208

54,277

(17,999

)

225,486

Other income (expense):

Loss on early extinguishment of debt

(67

)

—

(67

)

Foreign currency gain (loss)

(692

)

(1,667

)

—

(2,359

)

Royalty income and other

—

1,512

—

1,512

Interest expense

(32,559

)

(32,973

)

2,860

(GG

)

(62,672

)

Interest income

6,518

9,091

—

15,609

Other income (loss)

—

Total other income (expense)

(26,800

)

(24,036

)

2,860

(47,976

)

Income (loss) before income taxes

162,408

30,241

(15,139

)

177,510

Income tax expense (benefit)

(10,982

)

12,305

11,818

(HH

)

13,141

Net income (loss)

173,390

17,936

(26,957

)

164,369

Basic earnings per common share

10.86

0.12

0.50

Diluted earnings per common share

9.60

0.12

0.50

Weighted average common shares outstanding:

Basic

15,959

148,349

327,256

Diluted

18,055

148,349

329,148

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

Page 5 of

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Basis of Presentation

The Pro Forma Financial Information has been prepared in accordance with Article 11 of Regulation S-X, as

amended by the final rule, Release 33-10786 “Amendments to Financial disclosures about Acquired and Disposed Businesses” (“Article 11 of

Regulation S-X”), and the assumptions set forth herein. The pro forma adjustments include transaction accounting adjustments, which reflect the application of required accounting for the

Mergers and other transactions contemplated by the merger agreement. Article 11 of Regulation S-X permits presentation of reasonably estimable synergies

and dis-synergies that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments as the

specificity of the timing and nature of such items is still under evaluation as of the date of the accompanying Amendment No. 1.

On May 1,

2026, Legacy Helix completed the sale of the Alliance Disposal, which represented a strategic shift and qualified for discontinued operations presentation. Accordingly, the results of operations of the disposed business have been classified as

discontinued operations in Legacy Helix’s revised and historical financial statements. The unaudited pro forma condensed combined balance sheet has been prepared as if the Alliance Disposal occurred on June 30, 2026, and the unaudited pro

forma condensed combined statements of operations have been prepared as if the Alliance Disposal occurred on January 1, 2025. The balance sheet positions and results of operations attributable to the discontinued operations have been excluded

from the “Legacy Helix As Adjusted” amounts, as the disposed business was not a part of the Company as of the closing date.

All dollar

figures in this section are presented in thousands, except per share information, unless otherwise stated.

Accounting for the Mergers

The Mergers are accounted for as a business combination and a reverse acquisition pursuant to Accounting Standards Codification Topic 805, Business

Combinations (“ASC 805”), where Legacy Hornbeck, the legal acquiree, is determined to be the accounting acquirer of Legacy Helix based upon an evaluation of the following primary factors:

•

Legacy Helix and Legacy Hornbeck securityholders own approximately 45% and 55%, respectively, of the Company, on

a fully diluted basis.

•

The Ares Investor Group, the largest pre-combination stockholder of

Legacy Hornbeck, holds the largest minority voting interest of approximately 12% in the Company after the closing date, whereas Legacy Helix’s pre-combination ownership was broadly dispersed among its

stockholders.

•

The Company’s board of directors consists of seven directors, four of whom were designated by Legacy

Hornbeck, including the Chief Executive Officer and President of the Company, and three of whom were designated by Legacy Helix.

•

Legacy Hornbeck’s senior management team comprises the majority of the senior management of the Company,

including the Chief Executive Officer and President, Chief Financial Officer, General Counsel, and Chief Operating Officer – Marine Transportation and Specialty; and

•

The Company operates under the name Hornbeck Offshore Services, Inc., and the ticker symbol of the Company is

“HOS.”

Under the reverse acquisition method of accounting, the Company recognized the assets and liabilities of Legacy

Helix as of the closing date at their respective fair values, and the excess of the purchase price consideration over the fair value of Legacy Helix’s net assets was recognized as goodwill. Fair value is defined in Accounting Standards

Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at

the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and

circumstances.

Page 6 of

Preliminary purchase price consideration

The stock price of Legacy Helix, as an accounting acquiree, is used to measure the consideration transferred in this reverse acquisition, as Legacy

Helix’s stock price is more reliably measurable than the value of the equity interest of Legacy Hornbeck, which is a privately held entity. The following table presents the calculation of preliminary purchase price consideration (in thousands,

except stock price):

Legacy Helix shares issued and outstanding as of the closing date

147,382

Remove Legacy Helix director restricted stock

(127

)

Legacy Helix shares issued and outstanding

147,255

Legacy Helix stock price on the closing date

10.60

Total share consideration (1)

1,560,906

Acquisition date fair value attributable to:

Legacy Helix PSUs

7,711

Legacy Helix RSUs

3,515

Legacy Helix director restricted stock

982

Total share based award consideration

12,208

Total preliminary purchase price consideration

1,573,114

(1)

Amounts presented in thousands may not recalculate due to rounding of shares and consideration.

The purchase price consideration applied in the Pro Forma Financial Information is preliminary and subject to finalization of the

Company’s purchase price accounting analysis.

Preliminary purchase price allocation

The allocation of the preliminary purchase price consideration, including any related tax effects, is preliminary and pending finalization of various

estimates, inputs and analyses used in the valuation assessment of the specifically identifiable tangible and intangible assets acquired. This preliminary determination is subject to further assessment and adjustments pending additional information

sharing between the parties, more detailed third-party appraisals, and other potential adjustments.

The preliminary allocation of the purchase price

consideration is as follows (in thousands):

Estimated Fair Value

Cash and cash equivalents

641,008

Accounts receivable, net

204,864

Prepaid expenses

3,946

Other current assets

80,725

Property, plant and equipment, net

1,065,927

Operating lease

right-of-use assets

298,699

Other assets

51,906

Total assets acquired

2,347,075

Accounts payable

124,049

Accrued payroll and benefits

39,991

Current maturities of long-term debt, net

19,215

Operating lease liabilities

64,794

Other current liabilities

31,126

Long-term debt, net

298,448

Operating lease liabilities

234,815

Deferred tax liabilities

59,334

Other long-term liabilities

97,567

Total liabilities assumed

969,339

Net assets acquired

1,377,736

Goodwill

195,378

Total preliminary purchase price allocation

1,573,114

Page 7 of

Accounting Policies

Management is in the process of performing a comprehensive review of the two entities’ accounting policies. As a result of the review, management may

identify differences between the accounting policies of the two entities which, when confirmed, could have a material impact on the combined financial statements of the Company. Based on an initial analysis, management did not identify differences

that would have a material impact on the Pro Forma Financial Information, except for the presentation reclassifications further discussed in Note 3.

Reclassification

Balance Sheets as of June 30, 2026

The table

below summarizes reclassifications made to Legacy Hornbeck’s historical balance sheet to conform to the presentation that will be adopted for the Company as of June 30, 2026 (in thousands):

Financial Statement Line Item

Historical Legacy

Hornbeck

Presentation

Legacy Hornbeck

As Adjusted

Taxes receivable

22,061

—

Other current assets

16,465

38,526

Total

38,526

Deferred charges, net

121,148

—

Deferred tax assets, net

8,224

—

Deferred recertification and dry dock costs, net

—

119,010

Other assets

10,419

Total

129,429

Accrued interest

3,478

—

Accrued taxes payable

8,521

—

Deferred revenue

2,744

—

Other current liabilities

4,693

19,436

Total

19,436

The table below summarizes reclassifications made to Legacy Helix’s historical balance sheet to conform to the

presentation that will be adopted for the Company as of June 30, 2026 (in thousands):

Financial Statement Line Item

Historical Legacy Helix

Presentation

Legacy Helix

As Adjusted

Other current assets

82,368

78,422

Prepaid expenses

—

3,946

Total

82,368

Accrued liabilities

72,758

—

Accrued payroll and benefits

—

41,632

Other current liabilities

—

31,126

Total

72,758

Page 8 of

Statements of Operations for the Six Months Ended June 30, 2026

The table below summarizes reclassifications made to Legacy Hornbeck’s historical statements of operations to conform to the presentation that will be

adopted for the Company for the six months ended June 30, 2026 (in thousands):

Financial Statement Line Item

Historical Legacy

Hornbeck

Presentation

Legacy Hornbeck

As Adjusted

Vessel revenues

331,394

—

Non-vessel revenues

24,582

—

Net revenues

—

355,976

Total

355,976

The table below summarizes reclassifications made to Legacy Helix’s historical statement of operations to conform to the

presentation that will be adopted for the Company for the six months ended June 30, 2026 (in thousands):

Financial Statement Line Item

Historical Legacy Helix

Presentation

Legacy Helix

As Adjusted

Cost of sales

496,849

—

General and administrative expense

41,574

38,456

Transaction related costs

8,340

—

Operating expense

—

419,320

Depreciation expense

—

58,159

Amortization expense

—

19,716

Stock-based compensation expense

—

2,772

Merger and integration costs

—

8,340

Total

546,763

Net interest expense

(9,781

)

—

Interest expense

—

(16,521

)

Interest income

—

6,740

Total

(9,781

)

(9,781

)

Other income

144

140

Foreign currency gain

—

Total

144

Statements of Operations for the Year Ended December 31, 2025

The table below summarizes reclassifications made to Legacy Hornbeck’s historical statement of operations to conform to the presentation that will be

adopted for the Company for the year ended December 31, 2025 (in thousands):

Financial Statement Line Item

Historical Legacy

Hornbeck

Presentation

Legacy Hornbeck

As Adjusted

Vessel revenues

669,004

—

Non-vessel revenues

50,826

—

Net revenues

—

719,830

Total

719,830

Page 9 of

The table below summarizes reclassifications made to Legacy Helix’s historical statement of operations

to conform to the presentation that will be adopted for the Company for the year ended December 31, 2025 (in thousands):

Financial Statement Line Item

Historical Legacy Helix

Presentation

Legacy Helix

As Adjusted

Cost of sales

950,699

—

General and administrative expense

68,865

61,575

Operating expense

—

787,148

Depreciation expense

—

116,381

Amortization expense

—

47,956

Stock-based compensation expense

—

6,504

Total

1,019,564

Net interest expense

(23,882

)

—

Interest expense

—

(32,973

)

Interest income

—

9,091

Total

(23,882

)

(23,882

)

Other income (loss)

(1,666

)

Foreign currency loss

—

(1,667

)

Total

(1,666

)

(1,666

)

Transaction Accounting Adjustments

Explanations of the adjustments to the unaudited condensed combined pro forma financial statements are as follows:

Unaudited Pro Forma Condensed Combined Balance Sheet

(A)

Represents the cash payment at closing and settlement of historical accruals related to the long-term cash-based incentive compensation programs at both Legacy Helix and Legacy Hornbeck, Legacy Helix RSUs and PSUs, certain Legacy Hornbeck RSUs held by non-employee

directors, Legacy Helix executive severance, and retention bonuses in connection with the Mergers.

(B)

Represents preliminary fair value adjustments to Legacy Helix’s historical financial position, including

Property, plant and equipment, net; U.S. Maritime Administration (“MARAD”) Debt; Senior Notes due 2029; Operating lease right-of-use assets; asset retirement

obligations; oil and gas reserves; and Goodwill, as well as the write-off of certain balances, including unamortized debt issuance costs, RSU liabilities and prepaid or deferred amounts without future benefit

to the Company, in connection with the application of the acquisition method of accounting and the preliminary purchase price allocation described in Note 1. Further, the adjustment reflects the cash settlement of Legacy Helix RSU and PSU awards for

the portion of such settlement attributed to the purchase price and the establishment of accrued liabilities for special bonuses related to Legacy Helix executives.

(C)

Represents the pro forma adjustments to income tax related accounts on the balance sheet as a result of the

Mergers. The net decrease in Deferred tax liabilities is primarily driven by the tax effect from the fair value adjustments resulting from the preliminary purchase price allocation discussed in Note (B). The tax impact of the transaction and

compensation costs payable at closing are recorded to the tax receivables included in Other current assets.

(D)

Reflects the removal of the remaining unamortized deferred financing costs associated with Legacy Helix’s

asset-based lending (“ABL”) Credit Facility, which is terminated in connection with the Mergers.

(E)

Represents the accrual of additional transaction costs directly attributable to the Mergers that are expected

to be incurred by Legacy Hornbeck subsequent to June 30, 2026.

Page 10 of

(F)

Additional transaction accounting adjustments in the stockholders’ equity represent the following:

(in thousands)

Removal of

Legacy Helix

Historical Equity (1)

Legacy Hornbeck

Stock-based

Compensation

Accelerated

Vesting (2)

Fair value of

preliminary

purchase price

consideration (3)

Total

Adjustments

Common stock

(1,222,354

)

—

(1,222,352

)

Additional paid-in capital

—

18,141

1,573,112

1,591,253

Retained earnings (loss)

(408,228

)

(22,043

)

—

(430,271

)

Accumulated other comprehensive income (loss)

46,926

—

46,926

Total stockholders’ equity

(1,583,656

)

(3,902

)

1,573,114

(14,444

)

(1)

To remove the historical equity of Legacy Helix, the accounting acquiree, as a result of the reverse

acquisition.

(2)

To record the accelerated vesting of Legacy Hornbeck’s stock-based compensation that was settled in

shares as well as the recognition of incremental expense related to cash settlement RSUs held by non-employee directors.

(3)

To recognize the fair value of the preliminary purchase price consideration paid in the reverse acquisition of

Legacy Helix. Refer to Note 1 for the components of the preliminary purchase price consideration.

Unaudited Pro Forma Condensed

Combined Statements of Operations

(AA) Represents the elimination of Net revenues and Operating expense from the transactions between Legacy

Hornbeck and Legacy Helix as if the entities had been consolidated affiliates.

(BB) Reflects the removal of amortization for dry docking costs and

amortization of deferred mobilization costs associated with capitalizable balances as of January 1, 2025 as such costs were written off in connection with the application of the acquisition method of accounting and the preliminary purchase

price allocation described in Note 1. Any remaining amortization relates solely to capitalizable costs incurred after January 1, 2025.

(CC) Reflects

the increase in lease expense resulting from the application of preliminary purchase price accounting and alignment with accounting acquirer’s accounting policies.

(DD) Reflects the decrease to Depreciation expense based on the preliminary fair value adjustment and the estimated weighted average useful lives of the

acquired Property, plant and equipment, net.

(EE) Reflects the recognition of employee compensation expense associated with cash-based retention and

continuity awards granted in connection with the Mergers. The awards have an aggregate value of approximately $4.1 million and are subject to the occurrence of a service condition of two years after the grant date on May 18, 2026. For pro

forma purposes, the associated compensation cost is recognized ratably over the requisite service period of two years, resulting in estimated compensation expense of $1.0 million and $2.0 million for the six months ended June 30, 2026

and the year ended December 31, 2025, respectively.

(FF) Reflects the accelerated vesting and settlement of RSUs, PSUs, Legacy Helix director

restricted stock and certain option awards of Legacy Hornbeck in connection with the consummation of the Mergers.

(GG) Reflects (1) the removal of

the historical amortization of deferred financing costs associated with Legacy Helix’s ABL Credit Facility, which is terminated in connection with the Mergers; (2) the removal of historical amortization of deferred financing costs related

to the Legacy Helix’s MARAD debt and Senior Notes due 2029 which are assumed by the Company with remaining unamortized deferred financing costs written-off, in connection with the application of the acquisition method of accounting and the

preliminary purchase price allocation described in Note 1; and (3) the amortization of the premium related to the MARAD debt and Senior Notes due 2029.

(HH) Represents the pro forma income tax effect of the adjustments related to the Mergers calculated by applying an estimated 26% overall global effective tax

rate for the Company, adjusted for permanent non-deductible transaction and compensation differences, where applicable. Management believes this approach provides a reasonable basis for the pro forma income

tax adjustments; however, the effective tax rate of the Company could be significantly different depending on the mix of activities. This preliminary estimate is subject to further assessment and adjustments as additional information becomes

available.

Page 11 of

(II) Reflects the recognition of compensation expense associated with the settlement of long-term incentive

programs at both Legacy Helix and Legacy Hornbeck, executive severance payments of Legacy Helix, as well as retention bonuses in connection with the Mergers.

(JJ) Represents the estimated transaction costs of $45.9 million to be incurred by Legacy Hornbeck subsequent to June 30, 2026, primarily consisting

of investment banking, legal, and accounting advisory fees directly attributable to the Mergers. These transaction costs are nonrecurring and will not affect the Company’s statements of operations beyond twelve months after the closing of the

Mergers. Transaction costs of $12.4 million are included in the historical statements of operations of Legacy Hornbeck for the six months ended June 30, 2026. Legacy Hornbeck incurred minimal transaction costs for the year ended

December 31, 2025. Transaction costs of $8.3 million related to the Mergers are included in the historical statements of operations of Legacy Helix for the six months ended June 30, 2026. Legacy Helix did not incur transaction costs

for the year ended December 31, 2025.

Earnings per Share

As the unaudited pro forma condensed combined statements of operations assumes that the Mergers had occurred on January 1, 2025, the beginning of the

earliest period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issuable relating to the Mergers have been outstanding for the entirety of the periods presented.

Diluted earnings per share assumes (i) converted options that remain eligible for exercise post-close remain outstanding and (ii) performance stock units are achieved at target.

The table below presents the components of the pro forma earnings per share calculation (in thousands):

Six Months Ended

June 30, 2026

Year Ended

December 31, 2025

Pro forma net income

56,173

164,369

Basic shares:

Legacy Helix historical weighted average shares outstanding

147,192

148,349

Shares issued due to the vesting of Legacy Helix

non-employee director restricted stock units

127

Shares issued in exchange for Legacy Hornbeck shares outstanding

54,142

Shares issued in exchange for certain Legacy Hornbeck Creditor Warrants(1)

11,289

Shares issued due to the vesting of Legacy Hornbeck share-based compensation awards

9,712

Conversion of Legacy Hornbeck Jones Act Warrants into the Company Jones Act Warrants

103,637

Pro forma weighted average common shares outstanding, basic

326,099

327,256

Diluted shares:

Pro forma weighted average shares outstanding, basic

326,099

327,256

Dilutive impact due to options

178

Dilutive impact due to restricted stock units and performance stock units

1,714

Pro forma weighted average common shares outstanding, diluted

327,991

329,148

Earnings per share, basic

0.17

0.50

Earnings per share, diluted

0.17

0.50

(1)

The Creditor Warrant conversion utilizes the average closing price per share of Legacy Helix’s common

stock over the ten trading days immediately preceding the second business day prior to the closing date.

Page 12 of

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Document and Entity Information

Aug. 28, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Document Period End Date

Aug. 28, 2026

Entity Registrant Name

HORNBECK OFFSHORE SERVICES, INC.

Entity Incorporation State Country Code

Entity File Number

001-32936

Entity Tax Identification Number

95-3409686

Entity Address Address Line 1

103 Northpark Boulevard

Entity Address Address Line 2

Suite 300

Entity Address City Or Town

Covington

Entity Address State Or Province

Entity Address Postal Zip Code

70433

City Area Code

985

Local Phone Number

727-2000

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common Stock, par value $0.00001 per share

Trading Symbol

HOS

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Amendment Description

Entity Central Index Key

0000866829

- Definition

Description of changes contained within amended document.

+ References

No definition available.

+ Details

Name:

dei_AmendmentDescription

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration