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

Rhea-AI Filing Summary

Helmerich & Payne, Inc. announced leadership changes: Raymond John "Trey" Adams III will become President effective October 1, 2025, while John Lindsay remains CEO. Adams, age 40, has held senior commercial and digital roles since joining in 2008. His annual base salary will be increased to $660,000 effective October 1, 2025, and he remains eligible for the annual short-term cash incentive with a 100% target bonus of base salary for fiscal 2026. Michael P. Lennox and John R. Bell will be promoted to Executive Vice Presidents for Western and Eastern Hemisphere Land, respectively, with base salaries increased to $560,000 and restricted stock awards valued at $1 million each that vest in full after three years. The company furnished a press release as Exhibit 99.1 on September 29, 2025.

Positive

• Formalized succession planning by appointing a President while retaining the CEO, clarifying leadership structure
• Retention-focused incentives: restricted stock awards valued at $1 million for two executives vesting in three years
• Performance alignment: President remains eligible for the annual short-term cash incentive with a 100% target bonus

Negative

• Higher fixed compensation: base salary increases for the President to $660,000 and for two EVPs to $560,000, raising near-term payroll expense

Insights

Corporate Governance Expert

TL;DR: Clear succession and regional leadership alignment, with retention incentives to secure continuity.

The appointment of a designated President while retaining the incumbent CEO indicates formalized succession planning and role delineation. The salary increases and time-vesting $1 million restricted stock awards for two regional executives signal a focus on retention and alignment of incentives over a three-year horizon. The disclosure is routine for Item 5.02/7.01-type governance updates and is material for stakeholders monitoring leadership stability.

Compensation Analyst

TL;DR: Compensation moves are meaningful but structured as retention and performance-linked incentives.

Base salary increases to $660,000 and $560,000, plus a 100% target bonus for the new President and $1 million restricted stock awards for two EVP appointees, reflect market-competitive pay and retention focus. The three-year cliff vesting concentrates retention risk but provides limited near-term dilution forecasting without additional detail on share counts or long-term incentive mix.

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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): September 23, 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 23, 2025, Raymond John “Trey” Adams III, the Senior Vice President, Global Commercial, Sales, & Marketing of Helmerich & Payne, Inc. (the “Company”), was appointed to be the Company’s President, effective October 1, 2025, succeeding John Lindsay in that role. Mr. Lindsay will continue to serve as the Company’s Chief Executive Officer.

Mr. Adams, 40, has served as Senior Vice President, Global Commercial, Sales, & Marketing, since January 2025. Prior to such position he served in various roles at the Company since joining in 2008, including serving as Senior Vice President of Digital Operations, Sales, & Marketing from December 2020 to January 2025, Vice President of Digital Operations, Sales, & Marketing of Helmerich & Payne Technologies, LLC, from September 2020 to December 2020, and Vice President of Helmerich & Payne Technologies, LLC, from July 2018 to September 2020.

In connection with Mr. Adams’ appointment, Mr. Adams’ annual base salary will be increased to $660,000, effective October 1, 2025. Mr. Adams will remain eligible to participate in the Company’s annual short-term cash incentive bonus plan (with a target bonus of 100% of base salary for fiscal 2026).

In addition, Michael P. Lennox, the Company’s Senior Vice President, Americas Operations, will become Executive Vice President of Western Hemisphere Land, and John R. Bell, the Company’s Senior Vice President, Integration Execution & Operations. will become Executive Vice President of Eastern Hemisphere Land, in each case, effective October 1, 2025. In connection with Mr. Lennox’s and Mr. Bell’s appointments, their respective annual base salaries will be increased to $560,000, effective October 1, 2025. In addition, Mr. Lennox and Mr. Bell will each be granted restricted stock awards on or about October 1, 2025, with a grant date value of $1 million. Such awards will vest in full on the three-year anniversary of the date of grant.

ITEM 7.01 REGULATION FD DISCLOSURE

On September 29, 2025, the Company issued a press release announcing Mr. Adams’ appointment to President and other leadership changes. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished 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 September 29, 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 September 29, 2025

FAQ

Who was appointed President at Helmerich & Payne (HP)?

Raymond John "Trey" Adams III was appointed President effective October 1, 2025.

Will John Lindsay remain at Helmerich & Payne (HP)?

Yes. John Lindsay will continue to serve as the company’s Chief Executive Officer.

What compensation changes were made for the new President at HP?

Mr. Adams’ annual base salary will increase to $660,000 effective October 1, 2025, and he is eligible for a 100% target bonus for fiscal 2026.

What awards did Michael P. Lennox and John R. Bell receive?

Each will receive a restricted stock award with a grant date value of $1 million that vests in full on the three-year anniversary of the grant; their base salaries increase to $560,000.

When was the press release about these changes furnished?

The company issued and furnished a press release as Exhibit 99.1 on September 29, 2025.