[8-K] Helmerich & Payne, Inc. Reports Material Event

Rhea-AI Filing Summary

Interface Inc. (TILE) – Form 144 filing

An affiliate intends to sell up to 79,497 common shares through Morgan Stanley Smith Barney on or after 6 Aug 2025. At the stated reference price, the shares are worth about $2.04 million, representing only 0.14 % of the 58.36 million shares outstanding.

The stock was obtained via multiple restricted-stock vestings between January 2024 and February 2025 under the company’s equity compensation plan. The filer reports no sales during the prior three months and certifies awareness of no undisclosed adverse information.

Given the small size and scheduled nature, the notice appears routine, but investors may view continued insider monetization as a modest sentiment headwind.

Positive

• Sale equals only 0.14 % of shares outstanding, limiting market impact and dilution.
• No shares sold in the prior three months, indicating limited recent insider selling activity.

Negative

• Insider plans to liquidate $2.04 million in stock, potentially viewed as reduced confidence.
• Filing authorizes sales within the next 90 days, adding minor selling pressure risk.

Insights

Securities Analyst

TL;DR: Tiny insider sale (~0.14 % float) is routine and should not move TILE’s valuation.

The proposed $2 million sale is immaterial relative to daily trading volume and market cap. Shares stem from normal equity compensation vestings, with no prior 3-month disposals. Liquidity impact and dilution are negligible; therefore, I view the filing as neutral for the stock.

Corporate Governance Expert

TL;DR: Rule 144 filing signals scheduled stock cash-out; governance risk low but insider sentiment bears monitoring.

Disposals via a broker suggest compliance with Rule 144 and possible 10b5-1 planning, reducing information-abuse concerns. Nonetheless, recurring insider sales can weigh on perception if cumulative volumes rise. Current transaction size is minor, keeping governance implications neutral.

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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): August 6, 2025

HELMERICH & PAYNE, INC.

(Exact name of registrant as specified in its charter)

DE

1-4221

73-0679879

(State or other jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

222 North Detroit Avenue

Tulsa, OK 74120

(Address of principal executive offices and zip code)

(918) 742-5531

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 ($0.10 par value)			HP			NYSE

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 (see General Instruction A.2.):

☐ 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))

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 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 6, 2025, Helmerich & Payne, Inc. issued a press release announcing its financial results for its third fiscal quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit Number			DESCRIPTION
99.1			Helmerich & Payne, Inc. earnings release dated August 6, 2025.
104			Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			HELMERICH & PAYNE, INC.
			By:			/s/ William H. Gault
			Name:			William H. Gault
			Title: Date:			Corporate Secretary August 6, 2025

FAQ

How many Interface (TILE) shares are covered by this Form 144?

The notice covers 79,497 common shares.

What is the estimated market value of the proposed TILE share sale?

The filing lists an aggregate value of about $2.04 million.

When can the TILE shares be sold under this Form 144?

Sales may begin on or after 6 August 2025, subject to Rule 144 requirements.

What percentage of Interface’s shares outstanding does the sale represent?

Approximately 0.14 % of the 58.36 million shares outstanding.

Have there been any sales by this insider in the past three months?

No; the filing states "Nothing to Report" for prior 3-month sales.