HORNBECK (HOS) Former CEO Owen Kratz Converts Awards to Cash

What Happened

• Owen E. Kratz, former Director, President & CEO, had multiple parent-company performance share units (PSUs) and restricted stock units (RSUs) converted/cancelled and disposed on 2026-09-01 under the merger agreement. The Form 4 reports the conversion/exercise of 6 derivative awards totaling 1,482,720 shares; the awards were cashed out at the Parent closing price of $10.30 per share, for an aggregate cash value of approximately $15.27 million. The filing shows each derivative transaction with code "M" (exercise/conversion) and "Disposed" with $0 reported on-form because the awards were exchanged for cash under the Merger Agreement.

Key Details

• Transaction date: 2026-09-01; Form 4 filed: 2026-09-02 (timely).
• Shares disposed/converted: 1,482,720 total (breakdown by line in filing: 262,646; 257,833; 488,038; 58,366; 128,756; 287,081).
• Cash consideration: $10.30 per share (closing NYSE price prior trading day) → ≈ $15,272,016 total.
• Transaction code: M = exercise/conversion of derivative awards; Form shows "Disposed" and $0 per-line because awards were cancelled/exchanged for cash under the Merger Agreement (see Footnote F1).
• Notable footnotes: Merger Agreement cash-out (F1); PSU earnout determinations: 2024 PSU = 150% (F2), 2025 PSU = 133.5% (F3), 2026 PSU = 170% (F4); RSU vesting/forfeiture lapses described in F5–F7.
• Shares owned after transaction: the awards were cancelled/exchanged (disposed) under the merger; the reporting person states he is no longer subject to Section 16 and will not file further Form 4/5s for Hornbeck transactions.

Context

• These were not open-market buys/sells: they were contractual conversions/cash-outs of Parent PSUs/RSUs as part of the April 22, 2026 Merger Agreement and related vesting/earnout determinations. The Form 4’s $0 per-line reflects that the awards were exchanged for cash rather than a typical sale or purchase by the insider.
• Because the reporting person is now no longer subject to Section 16 for Hornbeck (per the filing remarks), future trades by him in these securities will not be reported on Form 4/Form 5.