8-K - HLX - Equibles

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): February 13, 2026 (February 12, 2026)

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

Minnesota	001-32936	95-3409686
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>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 1.01. Entry into a Material Definitive Agreement.

On February 12, 2026, Helix Energy Solutions Group, Inc. (“Helix”), OneSubsea LLC, OneSubsea UK Limited, Schlumberger Technology Corporation, Schlumberger B.V. and Schlumberger Oilfield Holdings Ltd. entered into an amendment (“Amendment No. 2”) to the Strategic Alliance Agreement entered into by the parties on January 5, 2015 (as amended, the “Alliance Agreement”). The Alliance Agreement provides the terms for the parties’ strategic alliance to design, develop, manufacture, promote, market and sell on a global basis integrated equipment and services for subsea well intervention systems. The Alliance Agreement originally provided for a ten-year term and was previously amended to extend the term until January 5, 2026. Amendment No. 2 further extends the term of the Alliance Agreement by nine months until October 5, 2026. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No.2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit<br>Number		Description
10.1		Amendment 2 to Strategic Alliance Agreement.
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: February 13, 2026
		HELIX ENERGY SOLUTIONS GROUP, INC.

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

Ex. 10.1 - Amendment 2 to Strategic Alliance Agreement

EXHIBIT 10.1

AMENDMENT 2

TO STRATEGIC ALLIANCE AGREEMENT

This AMENDMENT 2 TO STRATEGIC ALLIANCE AGREEMENT (“Amendment 2”) dated as of January 5, 2026 (the “Effective Date”) is made among OneSubsea LLC (“OSSLLC”), OneSubsea UK Limited (“OSSUK”), Schlumberger Technology Corporation (“STC”), Schlumberger B.V. (“SBV”), Schlumberger Oilfield Holdings Ltd. (“SOHL”) and Helix Energy Solutions Group, Inc. (“Helix”).

RECITALS

A.	OSSLLC, OSSUK, STC, SBV, SOHL and Helix are parties to a Strategic Alliance Agreement dated January 5, 2015 (as amended from time to time, the “Contract”).

B.	OSSLLC, OSSUK, STC, SBV, SOHL and Helix agree to extend the term of the Contract pursuant to Section 12.3 of the Contract.

C.	NOW, THEREFORE, in consideration of the above, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties hereto agree as follows:

1.	CONTRACT EXTENSION

OSSLLC, OSSUK, STC, SBV, SOHL and Helix agree to extend the term of the Contract for an additional period of nine (9) months from January 5, 2026 to October 5, 2026, pursuant to Section 12.3 of the Contract.

2.	Governing Law

This Amendment 2 is governed, construed, interpreted, enforced and the relations between the parties determined in accordance with the laws as established in the Contract, without regard to choice of law rules.

3.	Counterparts.

This Amendment 2 may be executed in any number of counterparts, each of which will be deemed an original of this Amendment 2, and which together will constitute one and the same instrument. No party will be bound to this Amendment 2 unless and until all parties have executed a counterpart.

[The remainder of this page left intentionally blank.]

The parties have executed this Amendment 2 to be effective as of the Effective Date, as evidenced by the following signatures of authorized representatives of the parties:


OneSubsea LLC ****	OneSubsea UK Limited ****
Signature:<br><br>	Signature:<br><br>
<br><br>/s/ Hakan Eser <br><br>Name: Hakan Eser<br><br>Title: Vice President	<br><br>/s/ Robbie Hendry <br><br>Name: Robbie Hendry<br><br>Title: Director

Schlumberger Oilfield Holdings Ltd.	Schlumberger Technology Corporation
Signature:<br><br>	Signature:<br><br>
<br><br>/s/ Rachael Pape <br><br>Name: Rachael Pape<br><br>Title: Vice President	<br><br>/s/ Benjamin Newman <br><br>Name: Benjamin Newman<br><br>Title: Vice President

Schlumberger B.V.	Helix Energy Solutions Group, Inc.
Signature:<br><br>	Signature:<br><br>
<br><br>/s/ Pavel Smirnov <br><br>Name: Pavel Smirnov<br><br>Title: Director	<br><br>/s/ Daniel Stuart <br><br>Name: Daniel Stuart<br><br>Title: Vice President - Commercial