RPC INC
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
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Item 5. Other Information
During the nine months ended September 30, 2026, 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.
As previously reported, on September 3, 2026, the Human Capital Management and Compensation Committee (the “HCM Committee”) of the Board of Directors (the “Board”) of RPC, Inc. approved certain adjustments to the compensation arrangements of Ben M. Palmer, the Company’s President and Chief Executive Officer, and Michael L. Schmit, the Company’s Vice President, Chief Financial Officer, Treasurer and Corporate Secretary. For further information, see the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2026. During the fourth quarter, based upon the recommendation of the HCM Committee, the Board approved certain adjustments to the compensation arrangements of the Company’s non-employee directors. Following the adjustments, the annual cash retainer was increased to $85,000, and the annual equity retainer was increased to a value of $145,000. The additional annual fees for service as Lead Director, Non-Executive Chair, Committee Member or Committee Chair following adjustment are as follows (with Committee Chair retainers including the applicable retainer for Committee Membership): Audit Committee Member, $10,000; Audit Committee Chair, $20,000; HCM Committee Member, $7,500; HCM Committee Chair, $15,000; Nominating & Corporate Governance Committee (“NCG Committee”) Member, $5,000; NCG Committee Chair, $10,000; Lead Director, $20,000; Non-Executive Chair, $100,000. The changes were implemented on a pro rata basis with an effective date retroactive to the date of the Marine Products Merger.
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