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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 16, 2026
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
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| 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 16, 2026, the Board of Directors (the “Board”) of Helmerich & Payne, Inc. (the “Company”) ratified the following increases to the annual compensation of Raymond John “Trey” Adams III, the Company’s President and Chief Executive Officer, that were approved by the Human Resources Committee of the Board (the “Committee”): (i) effective as of October 1, 2026, Mr. Adams’ annual base salary will be increased to $1,000,000; (ii) his target bonus under the Company’s annual short-term cash incentive bonus plan will be increased to 130% of base salary for fiscal 2027; and (iii) his target annual long-term equity incentive award will be increased to 500% of base salary for fiscal 2027.
The Board also ratified the following increases to the annual compensation of Todd Scruggs, the Company’s Senior Vice President and Chief Financial Officer, that were approved by the Committee: (i) effective as of October 1, 2026, Mr. Scruggs’ annual base salary will be increased to $570,000; and (ii) his target bonus under the Company’s annual short-term cash incentive bonus plan will be increased to 100% of base salary for fiscal 2027.
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.
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| HELMERICH & PAYNE, INC. | |
| | |
| By: | /s/ William H. Gault | |
| Name: | William H. Gault |
| Title:
Date: | Corporate Secretary
September 22, 2026 |