HP (NYSE: HP) EVP Michael Lennox reports RSU vesting and tax share sale

Rhea-AI Filing Summary

Helmerich & Payne executive Michael Lennox reported routine equity compensation activity. On January 12, 2026, he acquired 2,436 shares of common stock at $0 per share under an award of restricted stock units that became eligible to vest from previously granted performance share units, as certified by the Human Resources Committee. On the same date, 831 shares were disposed of at $30.58 per share in a transaction coded “F,” indicating shares were withheld to cover associated taxes or obligations. After these transactions, Lennox directly owned 191,037 shares of Helmerich & Payne common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lennox Michael

(Last) (First) (Middle)

222 N. DETROIT AVE.

(Street)

TULSA OK 74120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Helmerich & Payne, Inc. [ HP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, WESTERN HEMISPHERE LAND

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/12/2026		A(1)		2,436	A	$0	191,868	D
Common Stock	01/12/2026		F		831	D	$30.58	191,037	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock units ("RSUs") determined to be eligible to vest under previously awarded performance share units, as certified by the Human Resources Committee.

	/s/ William H. Gault by Power of Attorney for Michael Lennox	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did HP executive Michael Lennox report on this Form 4?

Michael Lennox, EVP, Western Hemisphere Land at Helmerich & Payne (HP), reported equity compensation activity involving the acquisition of 2,436 shares of common stock and the disposition of 831 shares on January 12, 2026.

How many Helmerich & Payne (HP) shares did Michael Lennox acquire and at what price?

Lennox acquired 2,436 shares of HP common stock at a price of $0 per share, reflecting the vesting of restricted stock units determined to be eligible under previously awarded performance share units.

Why were some HP shares disposed of in Michael Lennox’s Form 4 filing?

The Form 4 shows a transaction coded “F” for the disposition of 831 shares at $30.58 per share, which indicates shares were withheld to satisfy tax or similar obligations related to the equity award.

What is the source of the 2,436 HP shares reported as acquired by Michael Lennox?

The 2,436 shares come from restricted stock units (RSUs) that were determined to be eligible to vest under previously awarded performance share units, as certified by the Human Resources Committee.

How many Helmerich & Payne (HP) shares does Michael Lennox own after these transactions?

After the reported transactions on January 12, 2026, Michael Lennox directly owned 191,037 shares of Helmerich & Payne common stock.

Does Michael Lennox hold his HP shares directly or indirectly?

The Form 4 lists Lennox’s ownership form as Direct (D) for these transactions, meaning the 191,037 shares reported after the transactions are held directly in his name.