[8-K] NOV Inc. Reports Material Event

Rhea-AI Filing Summary

NOV Inc. announced a planned leadership transition. Chairman and Chief Executive Officer Clay C. Williams notified the board that he will resign from the board effective January 1, 2026 and will retire from the company effective February 28, 2026. He will serve in an advisory role until his retirement date and his resignation is stated not to result from any dispute or disagreement with the company or its board.

The board appointed current President and Chief Operating Officer Jose A. Bayardo, age 54, as Chairman, President, and Chief Executive Officer effective January 1, 2026. In connection with this promotion, his annual base salary will increase to $950,000, his target bonus under the incentive compensation plan will rise from 100% to 125% of base salary, and certain salary-based provisions in his employment agreement will be adjusted from 100% to 125%. The company states there are no family relationships or related-party transactions involving Mr. Bayardo that require disclosure.

Insights

Corporate governance and executive compensation analyst

NOV discloses an orderly CEO succession with defined pay changes.

NOV Inc. outlines a structured transition as longtime Chairman and CEO Clay C. Williams steps down from the board on January 1, 2026 and retires on February 28, 2026, while remaining in an advisory role until retirement. The filing explicitly notes that his resignation is not due to any dispute or disagreement with the company or its board, suggesting a planned succession rather than a contentious change.

The board elevates Jose A. Bayardo, currently President and COO and previously CFO, to Chairman, President, and CEO effective January 1, 2026. His compensation is adjusted to reflect the expanded responsibilities: base salary set at $950,000, a target bonus increase from 100% to 125% of base salary, and corresponding increases to salary-based provisions in his employment agreement, which otherwise remains consistent with the prior disclosed form. The company also confirms there are no family relationships or related-party transactions involving him that require disclosure.

For investors following governance and continuity, the key elements are the clear timing of the transition, Mr. Bayardo’s long tenure in senior roles since 2015, and the board’s confirmation of no underlying dispute driving the leadership change. Future company filings and the attached November 19, 2025 press release may offer additional context on strategic priorities under the new leadership.

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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): November 19, 2025

NOV INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			1-12317	76-0475815
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
10353 Richmond Ave.
Houston, Texas				77042
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 346 223-3000

(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(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NOV		New York Stock Exchange

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.

Departure of Directors or Certain Officers; Appointment of Officers

On November 19, 2025, Clay C. Williams, Chairman and Chief Executive Officer of NOV Inc. (the “Company”), informed the Company’s Board of Directors (the “Board”) that he will resign as a member of the Board effective January 1, 2026 and will retire from the Company effective February 28, 2026. The Board has appointed the Company’s President and Chief Operating Officer and director, Jose A. Bayardo, age 54, as Mr. Williams’ successor, effective January 1, 2026, at which time Mr. Bayardo shall serve as the Company’s Chairman, President, and Chief Executive Officer, and Mr. Williams will cease serving as an executive officer of the Company but will continue to work for the Company in an advisory capacity until his retirement date. Mr. Williams’s resignation from the Board is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.

Mr. Bayardo has served as the Company’s President and Chief Operating Officer since March 2025, and from August 2015 until March 2025, Mr. Bayardo served as the Company’s Senior Vice President and Chief Financial Officer. In connection with Mr. Bayardo’s promotion, effective January 1, 2026, the Company (a) will increase his annual base salary to $950,000, (b) will increase his target bonus percentage for the Company’s incentive compensation plan from 100% to 125% of his annual base salary, and (c) will amend his executive employment agreement solely to increase the percentage of base salary that will apply to certain provisions of such agreement to from 100% to 125%. Mr. Bayardo’s amended employment agreement will remain consistent with the form attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 14, 2025.

There are no family relationships between Mr. Bayardo and any director or executive officer of the Company, nor does Mr. Bayardo have an interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release regarding Mr. Williams’ retirement and naming Mr. Bayardo and to his new positions is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are provided as part of the information furnished under Item 7.01 of this Current Report on Form 8-K:

99.1		NOV Inc. press release dated November 19, 2025 announcing management changes.
104		Cover Page Interactive Data File (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.

			NOV INC.
Date:	November 20, 2025	By:	/s/ Peter F. Vranderic
			Peter F. Vranderic Vice President

FAQ

What leadership change did NOV (NOV) announce in this 8-K?

NOV Inc. disclosed that Clay C. Williams, its Chairman and Chief Executive Officer, will resign from the board effective January 1, 2026 and retire from the company effective February 28, 2026, while remaining in an advisory role until his retirement date.

Who will become NOV (NOV) CEO and Chairman, and when will it be effective?

The board appointed Jose A. Bayardo, currently President and Chief Operating Officer, to serve as Chairman, President, and Chief Executive Officer of NOV Inc., effective January 1, 2026.

Did NOV indicate any dispute or disagreement behind Clay Williams departure?

The company states that Mr. Williams resignation from the board is not the result of any dispute or disagreement with NOV Inc. or its board regarding operations, policies, or practices.

How is Jose A. Bayardos compensation changing with his promotion at NOV?

Effective January 1, 2026, Mr. Bayardos annual base salary will increase to $950,000, and his target bonus percentage under NOVs incentive compensation plan will rise from 100% to 125% of his base salary. Related salary-based provisions in his employment agreement will also move from 100% to 125%.

What is Jose A. Bayardos background within NOV (NOV)?

Mr. Bayardo has served as NOVs President and Chief Operating Officer since March 2025. From August 2015 until March 2025, he served as Senior Vice President and Chief Financial Officer of the company.

Are there any related-party or family relationships disclosed for Jose A. Bayardo at NOV?

NOV Inc. states that there are no family relationships between Mr. Bayardo and any director or executive officer and that he does not have an interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

What exhibits did NOV (NOV) file in connection with the management changes?

The company included as Exhibit 99.1 a press release dated November 19, 2025 announcing the management changes, and Exhibit 104 for the cover page interactive data file embedded within the Inline XBRL document.