RPC (RES) adds Kolstad and Lewis to key Audit Committee roles

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

RPC, Inc. filed an amended report to update board committee assignments. The company’s Board of Directors has appointed Independent Director Gary Kolstad to serve on the Board Audit Committee, with this service beginning immediately after his expected re-election at the April 28, 2026 Annual Meeting of Stockholders.

Stephen E. Lewis was also appointed to the Audit Committee, effective following his re-election at the same annual meeting. These changes clarify the audit oversight roles of two existing directors without altering the overall board composition or management structure.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

02/18/2026 - 04:16 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

washington, d.c. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2026

RPC, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8726

58-1550825

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (404) 321-2140

N/A

(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 (see General Instruction A.2. below):

¨	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, $0.10 par value		RES		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.

As previously reported on a Form 8-K filed on July 14, 2025, the Board of Directors of RPC, Inc. (the “Company”) appointed Gary Kolstad as an Independent Director effective July 11, 2025. At that time, Mr. Kolstad’s Board committee assignments had not been determined. On February 17, 2026, the Board of Directors of the Company, upon the recommendation of its Nominating and Corporate Governance Committee, appointed Mr. Kolstad to the Board Audit Committee, effective immediately following Mr. Kolstad’s re-election to the Board at the Company’s April 28, 2026 Annual Meeting of Stockholders. Mr. Stephen E. Lewis was similarly appointed to serve on the Audit Committee, also effective following his re-election to the Board at the Company’s April 28, 2026 Annual Meeting of Stockholders.

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SIGNATURES

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

	RPC, Inc.

Date: February 18, 2026	/s/ Michael L. Schmit
	Michael L. Schmit
	Vice President,
	Chief Financial Officer and Treasurer

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Source: View Original Filing on SEC EDGAR

FAQ

What change did RPC (RES) disclose regarding its Board of Directors?

RPC disclosed new audit committee assignments for two directors. Gary Kolstad and Stephen E. Lewis were each appointed to the Board Audit Committee, with their service beginning after their re-election at the April 28, 2026 Annual Meeting of Stockholders.

Who is Gary Kolstad and what role will he have at RPC (RES)?

Gary Kolstad is an Independent Director on RPC’s Board. He was appointed to the Board Audit Committee, with his audit committee service becoming effective immediately after his re-election at the company’s April 28, 2026 Annual Meeting of Stockholders.

What new responsibility was given to Stephen E. Lewis at RPC (RES)?

Stephen E. Lewis was appointed to serve on RPC’s Audit Committee. His appointment is effective following his re-election to the Board at the company’s April 28, 2026 Annual Meeting of Stockholders, aligning his committee role with the upcoming director election.

When do the new RPC (RES) Audit Committee appointments take effect?

Both appointments take effect after the annual shareholder vote. The audit committee roles for Gary Kolstad and Stephen E. Lewis become effective immediately following their re-election at RPC’s April 28, 2026 Annual Meeting of Stockholders, as described in the filing.

Why did RPC (RES) file an amended 8-K/A in this case?

RPC filed the amendment to report specific board committee assignments. The earlier report disclosed Gary Kolstad’s appointment as an Independent Director but did not yet determine his committee roles, which are now specified for the Audit Committee alongside Stephen E. Lewis.

Filing Exhibits & Attachments

3 documents