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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.
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 |