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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): December 10, 2025
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
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| DE |
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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 December 10, 2025, John Lindsay informed Helmerich & Payne, Inc. (the “Company”) that he will retire from his position as Chief Executive Officer and director of the Company following the 2026 Annual Meeting of Stockholders on March 4, 2026 (the “Annual Meeting”). Mr. Lindsay’s decision to retire is not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies or practices.
On December 10, 2025, the Board of Directors of the Company (the "Board”) appointed Raymond John “Trey” Adams III, the Company’s President, to succeed Mr. Lindsay as Chief Executive Officer, effective following the Annual Meeting. The Board has nominated Mr. Adams to stand for election to the Board at the Annual Meeting.
Mr. Lindsay has agreed to continue as a Senior Advisor to the Company following the Annual Meeting through December 31, 2026, to provide transitional support to Mr. Adams. The Company expects to enter into a transition services and retirement agreement with Mr. Lindsay pursuant to which he will continue to receive his annual base salary, an annual short-term cash incentive award for his service as CEO for the first five months of fiscal year 2026, in an amount equal to 50% of his fiscal 2025 short-term cash incentive award. Mr. Lindsay also received a grant of 77,818 restricted shares with a 1-year vesting period in lieu of any fiscal 2026 long-term equity incentive award, and will continue to vest in outstanding equity awards in accordance with the terms thereof. The transition services agreement will also include certain non-competition and non-solicitation covenants.
Mr. Adams, 40, has served as the Company’s President since October 2025. Prior to such position he served in various roles at the Company since joining in 2008, including serving as Senior Vice President, Global Commercial, Sales, & Marketing from January 2025 to October 2025, Senior Vice President of Digital Operations, Sales, & Marketing from December 2020 to January 2025, Vice President of Digital Operations, and Sales, & Marketing of Helmerich & Payne Technologies, LLC, from September 2020 to December 2020.
ITEM 7.01 REGULATION FD DISCLOSURE
On December 11, 2025, the Company issued a press release announcing the events described above. 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 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
December 11, 2025
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EX-99.1
2
a20251211release.htm
EX-99.1
Document
Exhibit 99.1
NEWS RELEASE
December 11, 2025
HELMERICH & PAYNE ANNOUNCES JOHN LINDSAY RETIREMENT,
APPOINTS TREY ADAMS AS NEXT CEO
Tulsa, OK – Dec. 11, 2025 – The Board of Directors of Helmerich & Payne, Inc. (NYSE: HP) announced today that Chief Executive Officer (CEO) John Lindsay will retire as CEO and director following the Annual Meeting of Stockholders on March 4, 2026. The Board has appointed Raymond John “Trey” Adams, President, to succeed Lindsay as CEO, effective following the Annual Meeting and has nominated Adams to stand for election to the Board at the Annual Meeting. Lindsay will continue serving as a senior advisor through December 2026 to support a smooth transition.
“We are pleased to announce Trey’s promotion to CEO. This is the next logical step in the company’s succession process that has been underway for several years,” said Hans Helmerich, Chairman the Board. “Trey brings proven operational excellence, leadership skills and a clear vision for innovation and growth. He embodies the H&P Way and the future of our company.”
“I am grateful for the trust the Board has placed in me and honored to follow John’s leadership,” Adams said. “John has successfully guided H&P through some of the most important chapters in our history, and his impact will be felt for years to come. Our focus remains the same: our people, safety, performance, technology and partnership with our customers. I am excited for what we will achieve together in the years ahead.’”
Adams has worked across many parts of the business and led programs that combine drilling know-how with integrated technology to deliver value for customers. As President and CEO, Adams will continue to focus on performance, safety, customer partnerships, disciplined growth and strong financial execution that delivers long-term shareholder value. His leadership approach reflects a continued commitment to practical capital allocation and strategic investments that advances H&P’s competitive position.
In announcing this leadership transition, Helmerich also recognizes the significant impact of Lindsay’s tenure.
“John has been an exemplary leader for H&P,” Helmerich continued. “He successfully guided the company through challenging cycles and major transitions. His integrity and steady leadership strengthened H&P and helped shape the culture that defines us today. We are grateful for his service and the lasting impact he has made.”
During his 12 years as CEO Lindsay led H&P through significant periods in its history. He guided the company through multiple industry cycles and a global pandemic while strengthening its culture and financial discipline. He also played a defining role in transforming U.S. shale development through strategic investments in rigs and technology, including advancing the impact of the FlexRig — a breakthrough design that set a new standard for performance and reshaped the future of land drilling. Under his leadership H&P became recognized as the world’s leading land driller and expanded its global footprint. Lindsay made technology central to how H&P operates and spearheaded the acquisition of five technology companies that modernized the company’s capabilities and improved customer performance. He championed The H&P Way and fostered a culture rooted in integrity, teamwork, service and innovation.
Lindsay said, “It has been an honor to serve as CEO. I am proud of our people and confident in H&P’s future. Trey is ready for this role and the leadership team is strong. I look forward to supporting a smooth transition.”
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. As of Nov. 17, 2025, H&P's fleet includes 203 land rigs in the United States, 137 international land rigs and five offshore platform rigs, plus operating approximately 30 offshore labor contracts. For more information, see H&P online at www.hpinc.com.
Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, and such statements are based on current expectations and assumptions that are subject to risks and uncertainties. All statements other than statements of historical facts included in this release are forward-looking statements. For information regarding risks and uncertainties associated with the Company’s business, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and other disclosures in the Company’s SEC filings, including but not limited to its annual report on Form 10‑K and quarterly reports on Form 10‑Q. As a result of these factors, Helmerich & Payne, Inc.’s actual results may differ materially from those indicated or implied by such forward-looking statements. Investors are cautioned not to put undue reliance on such statements. We undertake no duty to publicly update or revise any forward-looking statements, whether as a result of new information, changes in internal estimates, expectations or otherwise, except as required under applicable securities laws.
Helmerich & Payne 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
Kris Nicol
Vice President, Investor Relations
346-465-1452
Kris.Nicol@hpinc.com
Media Relations
Stephanie Higgins
Vice President, Global Communications & Community Relations
918-588-2670
media@hpinc.com
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