RPC INC
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
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Sep 30, 2025 · Filed Oct 30, 2025
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Item 5. Other Information
During the three months ended September 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
On June 10, 2025, Plaintiffs Bruce Taylor and Matthew Stevens, (“Plaintiffs”), purported stockholders of Marine Products Corporation and RPC, Inc. (the “Companies”), filed a putative class action complaint (“Complaint”) in the Court of Chancery of the State of Delaware (“Court”) against the Companies and the members of our Board of Directors (collectively, the “Defendants”) under the captionTaylor v. Marine Products Corporation, et al., C.A. No. 2025-0654-NAC (the “Action”). Plaintiff alleged that certain provisions of the Companies’ bylaws that provided for the shifting of attorneys’ fees in specific circumstances violated Section 109(b) of the Delaware General Corporation Law. The Defendants believe that the allegations of the Complaint were meritless, deny those allegations, and deny that any violation of applicable law has occurred. However, solely to minimize expenses and distraction and to avoid the uncertainty of any litigation, on July 22, 2025, the Defendants amended the Companies’ bylaws to, among other things, remove the challenged provisions (the “Bylaw Amendments”).
On July 31, 2025, the parties entered into a proposed Stipulation and Order Dismissing the Action as Moot and Retaining Jurisdiction to Determine Plaintiff’s Counsel’s Application for an Award of Attorneys’ Fees and Expenses (the “Stipulation and Proposed Order”), pursuant to which the Court would retain jurisdiction regarding any application Plaintiff might make for an award of attorneys’ fees, which the Court entered. The Court retained jurisdiction to approve a form of notice concerning attorneys’ fees payable to Plaintiff in connection with the Bylaw Amendments. Following negotiation among the parties, with the intent to avoid further litigation and legal costs, and not as an admission of any of the Plaintiff’s claims, the Companies subsequently agreed to pay $50,000 each ($100,000 in the aggregate) in attorneys’ fees and expenses in full satisfaction of any and all claims by Plaintiffs and all of their counsel for fees and expenses in the Action.
On October 16, 2025, the Court entered an order closing the Action, subject to the Companies filing an affidavit with the Court confirming that this notice has been issued. In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness. Plaintiffs’ counsel are Kimberly A. Evans of Block & Leviton LLP, (302) 499-3600. Counsel to the Company and the Board of Directors is Brock E. Czeschin of Richards, Layton & Finger, P.A., (302) 651-7700.
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