Helix and Hornbeck closed all-stock. Legacy holders get 10.27167. HOS expected Sept. 2

The close is September 1. The Date of Report is August 28. Those are not the same clock.

Hornbeck Offshore Services, Inc., formerly Helix Energy Solutions Group, Inc., filed an 8-K with Date of Report August 28, 2026. The filing was accepted at 16:47:03 Eastern on September 1, 2026. Exhibit 99.3 is a September 1 press release furnished under Item 7.01. The cover prints trading symbol HOS1, with a footnote that common stock is expected to commence trading under HOS on September 2, 2026.

What closed

On April 22, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation, entered into an Agreement and Plan of Merger with Hornbeck Offshore Services, Inc., a Delaware corporation (Legacy Hornbeck), Odyssey Sub, Inc. (Parent Sub), and Hercules Sub LLC (LLC Sub). That agreement was previously disclosed. It is not a new signing on this 8-K.

On September 1, 2026, after Helix shareholders approved the combination at a special meeting on August 31, 2026: Helix converted from a Minnesota corporation to a Delaware corporation; Parent Sub merged with and into Legacy Hornbeck, with Legacy Hornbeck surviving as a wholly owned subsidiary of Helix Delaware; and one minute after the Effective Time, the Surviving Corporation merged with and into LLC Sub, with LLC Sub surviving as a wholly owned subsidiary of Helix Delaware. Following the Mergers, Helix Delaware was renamed Hornbeck Offshore Services, Inc.

At the Effective Time, each issued and outstanding share of Helix common stock converted into one share of Common Stock of Helix Delaware, par value $0.00001. Each issued and outstanding share of Helix preferred stock converted into one share of preferred stock of Helix Delaware.

The 8-K does not print a cash price or an enterprise value. This is an all-stock combination.

As of the Effective Time, Todd M. Hornbeck is President and Chief Executive Officer. William L. Transier is Chairman of the Board. R. Potter Adams is Executive Vice President and Chief Financial Officer. Brian M. Cook is Executive Vice President and Chief Accounting Officer. Samuel A. Giberga is Executive Vice President, General Counsel and Corporate Secretary. Scotty A. Sparks is Executive Vice President and Chief Operating Officer, Subsea Services and Well Intervention. Ben D. Todd is Executive Vice President and Chief Operating Officer, Marine Transportation and Specialty. Owen Kratz, Erik Staffeldt, and Ken Neikirk no longer serve in their Helix officer roles.

The Board is William L. Transier, Benjamin M. Fink, John V. Lovoi, Aaron M. Rosen, Bobby Jindal, Kevin O. Meyers, and Todd M. Hornbeck.

The ratio

Each share of Legacy Hornbeck common stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares and Dissenting Shares, converted into the right to receive 10.27167 validly issued, fully paid and nonassessable shares of Common Stock, plus the cash value of any fractional shares payable pursuant to the Merger Agreement.

Each outstanding Legacy Creditor Warrant converted into the right to receive a number of shares of Common Stock equal to the number of such holder's Legacy Creditor Warrants multiplied by 7.556, plus cash for any fractional share.

Each outstanding Jones Act Warrant was assumed by the Company on a one-for-one basis and, subject to the applicable Jones Act restrictions in the Certificate of Incorporation, became exercisable for 10.27167 shares of Common Stock.

Consenting Stockholders were issued an aggregate of 37,818,435 shares of Common Stock in a transaction exempt under Securities Act Section 4(a)(2). An aggregate of 8,617,903 Jones Act Warrants held by the Consenting Stockholders were assumed.

The April 22, 2026 announcement's expected 55%/45% ownership mix is not a post-close audited print on this 8-K.

HOS is expected September 2

Exhibit 99.3 says Helix common stock will cease trading on the NYSE under HLX at the close of trading on September 1, 2026. The combined company will begin trading on the NYSE on September 2, 2026, under HOS. The 8-K says it is expected that Hornbeck's Common Stock will begin trading on the NYSE under HOS on September 2, 2026. That is an expected listing. It is not a print that HOS already traded.

On the credit side, the Date of Report is August 28 because that is when Legacy Hornbeck entered the First Incremental Facility Amendment, effective September 1, 2026. The First Incremental Facility Amendment increases total revolving commitments to $125 million from $75 million. At the Effective Time, Helix terminated its existing $120 million asset-based credit agreement. There were no outstanding borrowings under the Helix ABL Facility.

The next fact that would change the object is an NYSE print that HOS has commenced trading, or an amended 8-K that revises the September 1 Effective Time, the 10.27167 ratio, or the expected September 2 listing.