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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 23, 2025
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
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1-4221 |
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73-0679879 |
(State or other jurisdiction of
Incorporation) |
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(Commission File
Number) |
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(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:
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| 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 23, 2025, Raymond John “Trey” Adams III, the Senior Vice President, Global Commercial, Sales, & Marketing of Helmerich & Payne, Inc. (the “Company”), was appointed to be the Company’s President, effective October 1, 2025, succeeding John Lindsay in that role. Mr. Lindsay will continue to serve as the Company’s Chief Executive Officer.
Mr. Adams, 40, has served as Senior Vice President, Global Commercial, Sales, & Marketing, since January 2025. Prior to such position he served in various roles at the Company since joining in 2008, including serving as Senior Vice President of Digital Operations, Sales, & Marketing from December 2020 to January 2025, Vice President of Digital Operations, Sales, & Marketing of Helmerich & Payne Technologies, LLC, from September 2020 to December 2020, and Vice President of Helmerich & Payne Technologies, LLC, from July 2018 to September 2020.
In connection with Mr. Adams’ appointment, Mr. Adams’ annual base salary will be increased to $660,000, effective October 1, 2025. Mr. Adams will remain eligible to participate in the Company’s annual short-term cash incentive bonus plan (with a target bonus of 100% of base salary for fiscal 2026).
In addition, Michael P. Lennox, the Company’s Senior Vice President, Americas Operations, will become Executive Vice President of Western Hemisphere Land, and John R. Bell, the Company’s Senior Vice President, Integration Execution & Operations. will become Executive Vice President of Eastern Hemisphere Land, in each case, effective October 1, 2025. In connection with Mr. Lennox’s and Mr. Bell’s appointments, their respective annual base salaries will be increased to $560,000, effective October 1, 2025. In addition, Mr. Lennox and Mr. Bell will each be granted restricted stock awards on or about October 1, 2025, with a grant date value of $1 million. Such awards will vest in full on the three-year anniversary of the date of grant.
ITEM 7.01 REGULATION FD DISCLOSURE
On September 29, 2025, the Company issued a press release announcing Mr. Adams’ appointment to President and other leadership changes. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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| Exhibit Number |
DESCRIPTION |
| 99.1 |
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| 104 |
Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. |
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. |
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By: |
/s/ William H. Gault |
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Name: |
William H. Gault |
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Title:
Date: |
Corporate Secretary
September 29, 2025
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EX-99.1
2
a20250929leadershiprelease.htm
EX-99.1
Document
Exhibit 99.1
NEWS RELEASE
September 29, 2025
HELMERICH & PAYNE, INC. ANNOUNCES PROMOTION OF TREY ADAMS TO PRESIDENT
AND MIKE LENNOX AND JOHN BELL TO EXECUTIVE VICE PRESIDENTS
TULSA, Okla. – September 29, 2025 – Helmerich & Payne, Inc. (NYSE: HP) today announced an enhanced leadership structure with three important promotions.
Effective Oct. 1, 2025, Raymond John (“Trey”) Adams III has been promoted to President, leading all the company’s revenue-generating business units.
Senior executives reporting to Adams will be:
•Mike Lennox, who has been promoted to Executive Vice President (EVP) of Western Hemisphere Land operations
•John Bell, who has been promoted to EVP of Eastern Hemisphere Land operations
•Ole Maier, Senior Vice President (SVP) for Worldwide Offshore operations
•Rebecca Clarke, SVP and President of BENTEC
“I am proud of what our leadership team has accomplished in this challenging market,” said John Lindsay, Chief Executive Officer. “Trey’s promotion to President, along with the promotions of Mike Lennox and John Bell to Executive Vice Presidents, reflect the strength and readiness of our people to lead the company forward. This is the team, after all, that has positioned H&P as the world’s leading land driller. Now they are ready to take H&P to even higher levels of performance and growth.”
“Now is the right time to make these promotions,” explained Hans Helmerich, Chairman of the Board. “The initial integration of the KCAD acquisition is nearing completion and the company’s expanded global footprint across four continents creates important opportunities for growth. Trey and the leadership team have been shaping multiple growth initiatives and will be responsible for carrying them forward over the years.”
Adams will become only the 5th President in the Company’s 105-year history. After joining in 2008, he has worked across nearly every part of the business, leading efforts to blend drilling know-how with technology solutions that deliver win-win results. As President of a global company, Adams will divide his time between North America, the U.K. and the Middle East, with an early focus on embedding H&P’s capabilities into Middle East markets.
Lennox, now EVP of Western Hemisphere land operations, joined H&P in 2008 and brings unmatched operational expertise and proven leadership. He has guided H&P’s largest business segment while setting high standards for safety, performance, and culture. He has also built strong, long-standing customer relationships and advanced strategic initiatives that strengthened H&P’s competitive position. Most recently, he has overseen the integration of H&P and KCAD operations in South America while ensuring ongoing strength and consistency across North America Solutions.
Bell, now EVP of Eastern Hemisphere land operations, joined H&P in 1998 and brings a proven track record of global growth and innovation. He pioneered H&P’s FlexRig® operations in the Middle East, played a central role in the KCAD acquisition, and led successful entries into Saudi Arabia and Australia by creating new partnership models tailored to customer needs. Recognized for both his commercial creativity and operational expertise, Bell is well-positioned to accelerate H&P’s international expansion and deliver long-term value.
Together, these promotions demonstrate a depth of leadership experience that will guide H&P into its next phase of growth.
About Helmerich & Payne, Inc.
Founded in 1920, Helmerich & Payne, Inc. (H&P) (NYSE: HP) is committed to delivering industry leading levels of drilling productivity and reliability. H&P operates with the highest level of integrity, safety and innovation to deliver superior results for its customers and returns for shareholders. Through its subsidiaries, the Company designs, fabricates and operates high-performance drilling rigs in conventional and unconventional plays around the world. H&P also develops and implements advanced automation, directional drilling and survey management technologies. At June 30, 2025, H&P's fleet included 224 land rigs in the United States, 153 international land rigs and seven offshore platform rigs. For more information, see H&P online at www.hpinc.com.
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Portions of this document may constitute “forward-looking statements” as defined by federal law. Although H&P believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in H&P’s annual and quarterly reports filed with the SEC.
H&P uses its Investor Relations website as a channel of distribution for material company information. Such information is routinely posted and accessible on its Investor Relations website at www.hpinc.com. Information on our website is not part of this release.
Investor Relations Contact:
Todd Scruggs
Vice President, Corporate Finance and Treasurer
918-588-2296
Todd.Scruggs@hpinc.com
Media Contact:
Stephanie Higgins
Vice President, Global Communications & Community Relations
918-588-2670
media@hpinc.com
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