Halliburton adds Timothy A. Leach to board, issues $200K RSU grant

Halliburton Company reported that its Board of Directors increased its size from 11 to 12 members and appointed Timothy A. Leach as a new director, effective immediately.

Rhea-AI Filing Summary

Halliburton Company reported that its Board of Directors increased its size from 11 to 12 members and appointed Timothy A. Leach as a new director, effective immediately. His initial term runs until the 2026 Annual Meeting of Shareholders, or until a successor is elected and qualified.

Leach brings a 40-year oil and gas background, including roles at ConocoPhillips as executive vice president, Lower 48, advisor to the CEO, and as former chairman and chief executive officer of Concho Resources Inc. He will receive standard non‑management director compensation, including an initial restricted stock unit (RSU) equity award of $200,000, with the number of RSUs based on the average closing price of Halliburton common stock in the month before his appointment.

Halliburton also entered into a director indemnification agreement with Leach, providing indemnification and expense advancement to the fullest extent permitted by law. The company issued a press release announcing his appointment, which is furnished as an exhibit.

Insights

Corporate Governance Analyst

Routine board expansion adding an experienced industry executive, with standard director pay and indemnification; governance impact, not an operational or financial shift.

Halliburton increased its board size from 11 to 12 and appointed Timothy A. Leach2026 annual meeting. He brings a 40‑year oil and gas career, including senior roles at ConocoPhillips and prior service as chairman and CEO of Concho Resources Inc. The filing states there are no special arrangements leading to his selection and no related‑party transactions requiring disclosure, which points to a straightforward governance move.

Leach will receive the standard non‑management director package, including an initial equity award of RSUs equal to $200,000, sized using the average NYSE closing price during the month before his appointment. This aligns his compensation with existing directors and ties value to Halliburton’s stock performance over time. The board plans to determine his committee assignments around February 2026, so his specific oversight areas will become clearer then.

Halliburton also entered into its standard director indemnification agreement with Leach, referencing an existing form filed previously, which offers legal protection and expense advancement to the extent permitted by law. This is a common safeguard and does not change Halliburton’s financial obligations beyond what is already contemplated in that form. Overall, the filing reflects an incremental governance enhancement with limited direct near‑term financial or operational impact; the most tangible future milestone is the committee assignment decision expected in February 2026.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Halliburton (HAL) announce in this Form 8-K?

Halliburton’s Board of Directors increased its size from 11 to 12 members and appointed Timothy A. Leach as a director, effective December 2, 2025, with a term lasting until the 2026 Annual Meeting of Shareholders or until a successor is elected and qualified.

Who is Timothy A. Leach, the new Halliburton (HAL) director?

Timothy A. Leach retired in August 2025 from ConocoPhillips after a 40-year career in the oil and gas industry. He serves on the ConocoPhillips board, has been executive vice president, Lower 48, and advisor to the CEO, and previously was chairman and chief executive officer of Concho Resources Inc. from its formation in 2006 until its acquisition by ConocoPhillips in 2021.

What compensation will Timothy A. Leach receive as a Halliburton (HAL) director?

Leach will participate in Halliburton’s standard non‑management director compensation program and will receive an initial equity award of restricted stock units (RSUs) valued at $200,000, equal to the 2025 annual equity award for directors. The number of RSUs is calculated using the average closing price of Halliburton common stock on the NYSE during the month before his appointment.

Are there any special arrangements behind Timothy A. Leach’s selection to Halliburton’s board?

The disclosure states there are no arrangements or understandings between Leach and any other persons pursuant to which he was selected as a director, and there are no transactions involving him that require disclosure under Item 404(a) of Regulation S-K.

Did Halliburton (HAL) enter into an indemnification agreement with Timothy A. Leach?

Yes. Halliburton entered into an indemnification agreement with Leach on December 2, 2025. Subject to specified exceptions and limitations, the company will indemnify and advance certain expenses to him to the fullest extent permitted by applicable law, as described in its Form of Indemnification Agreement for Directors.

How did Halliburton (HAL) publicly announce Timothy A. Leach’s appointment?

On December 2, 2025, Halliburton issued a press release announcing Leach’s appointment to the board of directors. The press release is furnished as Exhibit 99.1 and, along with the Item 7.01 information, is treated as furnished rather than filed under the Exchange Act.

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Accepted by SEC EDGAR 12/02/2025 - 09:06 AM Learn about SEC filing dates

0000045012falseCHX00000450122025-12-022025-12-020000045012exch:XCHI2025-12-022025-12-02

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): December 2, 2025

HALLIBURTON COMPANY

(Exact name of registrant as specified in its charter)

Delaware			001-03492			75-2677995
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3000 North Sam Houston Parkway East,			Houston,			Texas			77032
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (281) 871-2699

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			Name of each exchange on which registered
Common Stock, par value $2.50 per share			HAL			New York Stock Exchange
						NYSE Texas, Inc.

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On December 2, 2025, the Board of Directors (the “Board”) of Halliburton Company (“Halliburton”) increased the size of the Board from 11 to 12 directors and appointed Timothy A. Leach as a member of the Board, with an initial term beginning immediately and expiring at Halliburton’s 2026 Annual Meeting of Shareholders, or until his successor is duly elected and qualified. Mr. Leach retired in August 2025 from ConocoPhillips after a 40-year career in the oil and gas industry. He currently serves on the ConocoPhillips board, has served as executive vice president, Lower 48, and served as advisor to the chief executive officer. Prior to joining ConocoPhillips, he served as chairman and chief executive officer of Concho Resources Inc., since its formation in 2006 and led until its acquisition by ConocoPhillips in 2021.

There are no arrangements or understandings between Mr. Leach and any other persons pursuant to which Mr. Leach was selected as a director. The Board expects to appoint Mr. Leach to such committees that the Board may determine in February 2026. There are no transactions in which Mr. Leach has an interest that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Leach will participate in the compensation arrangements for non-management directors as described in Halliburton’s Definitive Proxy Statement on Schedule 14A for Halliburton’s 2025 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 1, 2025. Mr. Leach will receive an initial equity award of restricted stock units (“RSUs”) equal to the amount of the 2025 annual equity award granted to our directors of $200,000. Each RSU represents the right to receive a share of our common stock on a future date as provided in the award agreement. The number of RSUs awarded is determined by dividing the award amount by the average of the closing price of our common stock on the New York Stock Exchange on each business day during the month immediately preceding the director’s appointment to the Board.

In connection with Mr. Leach’s appointment, Halliburton entered into an indemnification agreement with Mr. Leach on December 2, 2025. The indemnification agreement provides that, subject to certain exceptions and limitations set forth therein, we will indemnify and advance certain expenses to the director to the fullest extent, and only to the extent, permitted by applicable law in effect as of the date of the indemnification agreement and to such greater extent as applicable law may thereafter from time to time permit. The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement for Directors, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01.     Regulation FD Disclosure.

On December 2, 2025, Halliburton issued a press release announcing the appointment of Timothy A. Leach to its board of directors, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act

of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

10.1 Form of Indemnification Agreement for Directors (incorporated by reference to Exhibit 10.2 of Halliburton’s Form 10-Q for the quarter ended June 30, 2023, File No. 001-03492).

99.1 Press Release of Halliburton Company, dated December 2, 2025.

104 Cover Page Interactive Data File - the cover page XBRL tags are 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.

			HALLIBURTON COMPANY
Date: December 2, 2025			By:			/s/ Pamela L. Taylor
						Pamela L. Taylor
						Vice President, Public Law and Assistant Secretary