HPQ 8-K Current Reports

HP 8-K Report, Financial Results (Aug 26, 2026)

HP Inc. reported fiscal 2026 third-quarter net revenue of $15.7 billion, up 12.5% (up 10.9% in constant currency) from the prior-year period. GAAP diluted net EPS was $0.71, down from $0.80 a year earlier, while non-GAAP diluted net EPS was $0.83, up from $0.75. Both measures include an $0.11 favorable impact from tariff refunds. The filing states that the GAAP and non-GAAP EPS results were above the previously provided outlook ranges. Personal Systems net revenue was $11.8 billion, up 18%, with a 4.6% operating margin, while Printing net revenue was $3.9 billion, down 2%, with an 18.1% operating margin. The company generated net cash provided by operating activities of $1.7 billion and free cash flow of $1.6 billion in the quarter, and returned $0.6 billion to shareholders through share repurchases and dividends. HP exited the quarter with $4.2 billion in gross cash. Accounts receivable, inventory and accounts payable were $7.2 billion, $10.3 billion and $21.4 billion, respectively. HP raised its fiscal 2026 outlook. The company now estimates GAAP diluted net EPS of $2.52 to $2.62, non-GAAP diluted net EPS of $3.19 to $3.29, and free cash flow of $3.0 to $3.2 billion, with the EPS estimates including a $0.19 favorable impact from estimated tariff refunds. For the fiscal fourth quarter, HP estimates GAAP diluted net EPS of $0.74 to $0.84 and non-GAAP diluted net EPS of $0.69 to $0.79. The filing is an 8-K furnishing a news release (Exhibit 99.1) under Item 2.02, which is not deemed filed for Exchange Act purposes.

Aug 26, 2026 8-K

HP 8-K Report, Bylaw Amendment (Jun 26, 2026)

HP Inc. filed a Current Report on Form 8-K dated June 26, 2026, reporting a amendment to its Amended and Restated Bylaws. On June 24, 2026, the Board of Directors adopted the amendments, effective as of that date. The filing is limited to governance housekeeping and discloses no financial results, financial statement figures, or operational updates. The substantive change modifies the definition of "competitor" in the director qualification provisions of Section 3.3 of the Bylaws. Under the amended definition, a competitor is a company that is a principal competitor of HP, as determined by the Board. The filing does not describe any board or director changes tied to the amendment, nor does it state the reasons for it. The amended and restated Bylaws are filed as Exhibit 3.1 and incorporated by reference, and the filing includes a Cover Page Interactive Data File (Exhibit 104). Investors seeking the full terms should review Exhibit 3.1, since the 8-K summary is expressly qualified by the text of the bylaws.

Jun 26, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

HP 8-K Report, Financial Results (May 27, 2026)

HP Inc. reported fiscal 2026 second-quarter results for the quarter ended April 30, 2026, in a news release furnished as Exhibit 99.1. Net revenue was $14.4 billion, up 9.0% from the prior-year period (up 6.3% in constant currency). GAAP diluted net EPS was $0.49, up 16.7% and below the previously provided outlook of $0.52 to $0.58. Non-GAAP diluted net EPS was $0.86, up 21.1% and above the previously provided outlook of $0.70 to $0.76. Net cash provided by operating activities was $0.9 billion and free cash flow was $0.8 billion. Personal Systems net revenue rose 13% to $10.2 billion with a 5.2% operating margin, while Printing was flat at $4.2 billion with an 18.3% operating margin. HP updated its outlook. For the fiscal 2026 third quarter, it expects GAAP diluted net EPS of $0.47 to $0.63 and non-GAAP diluted net EPS of $0.61 to $0.71. For full fiscal 2026, it updated GAAP diluted net EPS to $2.15 to $2.45 and non-GAAP diluted net EPS to $2.90 to $3.10, and it anticipates free cash flow of $2.8 to $3.0 billion. The release is signed by Bruce Broussard, Interim CEO, and quotes CFO Karen Parkhill, who said the company is "strengthening our outlook for the fiscal year." On the balance sheet, HP ended the quarter with $3.7 billion in gross cash and a stockholders' deficit of $144 million. It paid a $0.30 per-share dividend totaling $274 million and repurchased about 5.2 million shares for $100 million. Accounts payable of $19.2 billion, up 10 days quarter over quarter to 151 days, contributed to operating cash flow, while accounts receivable and inventory both rose.

May 27, 2026 8-K

HP 8-K Report, Executive Changes (Apr 21, 2026)

HP Inc. filed this Form 8-K on April 21, 2026 to report the results of its 2026 annual meeting of stockholders, held April 16, 2026. The central action was stockholder approval of the Fifth Amended and Restated HP Inc. 2004 Stock Incentive Plan, the primary change to which is making an additional 73,600,000 shares of common stock available for share-based compensation awards. The filing incorporates by reference the plan description in the company's February 25, 2026 proxy statement and attaches the full plan as Exhibit 10.1. Stockholders elected all twelve board nominees, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 31, 2026, and approved the advisory vote on named executive officer compensation. The equity plan received 495,892,067 votes for and 159,248,223 against, with 2,380,622 abstentions. A stockholder proposal regarding an independent board chairman was not approved, receiving 105,071,429 votes for and 547,764,193 against. For investors, the filing is primarily governance-related: it documents board composition, auditor ratification, say-on-pay support, and the expanded equity pool. The filing reports no financial results, guidance, or transactions beyond these shareholder votes and the plan approval.

Apr 21, 2026 8-K

Earnings & ResultsLeadership ChangesCorporate Changes+2

HP 8-K Report, Financial Results (Feb 24, 2026)

HP Inc. reported fiscal 2026 first-quarter results for the quarter ended January 31, 2026. Net revenue was $14.4 billion, up 6.9% (up 5.2% in constant currency) from the prior-year period. GAAP diluted net EPS was $0.58, down from $0.59, while non-GAAP diluted net EPS was $0.81, up 9.5% from $0.74. Both EPS figures fell within the previously provided outlook ranges. Net cash provided by operating activities was $383 million and free cash flow was $175 million. HP returned $0.6 billion to shareholders through share repurchases and dividends during the quarter. By segment, Personal Systems net revenue was $10.3 billion, up 11% year over year, with a 5.0% operating margin, and Commercial and Consumer PS units both grew. Printing net revenue was $4.2 billion, down 2%, with an 18.3% operating margin. HP ended the quarter with $3.2 billion in gross cash and a stockholders' deficit of $(766) million. For fiscal 2026 second quarter, HP estimates GAAP diluted net EPS of $0.52 to $0.58 and non-GAAP diluted net EPS of $0.70 to $0.76. HP maintained its full-year fiscal 2026 guidance, with GAAP diluted net EPS of $2.47 to $2.77, non-GAAP diluted net EPS of $2.90 to $3.20, and free cash flow of $2.8 to $3.0 billion. However, CFO Karen Parkhill said that, given increasing memory costs and a fluid operating environment, HP currently expects results at the low end of the full-year ranges for GAAP EPS, non-GAAP EPS and free cash flow. HP's outlook reflects added costs from current U.S. trade-related regulations and associated mitigation plans.

Feb 24, 2026 8-K

HP 8-K Report, Financial Results (Feb 3, 2026)

HP Inc. (NYSE: HPQ) announced on February 3, 2026 that Enrique Lores has stepped down as President, Chief Executive Officer and a member of the Board, effective at the end of day on February 2, 2026, to pursue an opportunity outside HP. The Board appointed Bruce Broussard, a current director, as interim CEO effective February 3, 2026, and formed a CEO Search Committee to identify a permanent CEO. The Board has also retained a leading global executive search firm to assist with that process. Mr. Broussard's interim compensation consists of monthly cash compensation of $362,500 and a one-time sign-on restricted stock unit award with a grant date value of $7,000,000, which cliff-vests on February 3, 2027. He will not receive additional cash or equity pay for his continued Board service. He resigned from the HR and Compensation Committee, where he chaired, and from the Nominating, Governance and Social Responsibility Committee. The Board also reduced its authorized directorships from 13 to 12, effective February 3, 2026, through a bylaw amendment. In a related press release, HP reaffirmed its first-quarter and full fiscal 2026 outlook provided on November 25, 2025. For Q1 FY2026 it expects GAAP diluted EPS of $0.58 to $0.66 and non-GAAP diluted EPS of $0.73 to $0.81. For fiscal 2026 it expects GAAP diluted EPS of $2.47 to $2.77, non-GAAP diluted EPS of $2.90 to $3.20, and free cash flow of $2.8 to $3.0 billion. The outlook reflects added costs from current U.S. trade-related regulations and associated mitigations. HP will hold its Q1 earnings webcast on February 24, 2026.

Feb 3, 2026 8-K/A

Earnings & ResultsFinancial EventsRegulation FD+1

HP 8-K/A Report, Executive Changes (Dec 29, 2025)

HP Inc. filed this Current Report on Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to update a previously disclosed leadership transition. In its Initial 8-K filed October 1, 2025, the company disclosed that Alex Cho would step down as President of Personal Systems effective November 1, 2025, and remain with the company to aid the transition until December 31, 2025. The filing states that Mr. Cho did step down as President of Personal Systems on November 1, 2025, as previously disclosed. However, he is now expected to remain with the company to assist with the transition until a later date as mutually agreed by the parties. For investors, the filing is narrow in scope: it reflects an extension of a transition-support arrangement for a departing segment executive rather than a change in the company's leadership structure or financial results. The filing does not report any financial figures.

Dec 29, 2025 8-K

HP 8-K Report, Financial Results (Nov 25, 2025)

HP Inc. (NYSE: HPQ) filed this Form 8-K on November 25, 2025 to report fiscal 2025 full-year and fourth-quarter results and to disclose a new company-wide cost plan. For fiscal 2025, net revenue was $55.3 billion, up 3.2% from the prior year, while GAAP diluted EPS was $2.65, down 5.7%, and non-GAAP diluted EPS was $3.12, down 9.0%. Net cash provided by operating activities was $3.7 billion and free cash flow was $2.9 billion, and the company returned $1.9 billion to shareholders through dividends and share repurchases. Fourth-quarter net revenue was $14.6 billion, up 4.2%, with GAAP diluted EPS of $0.84 and non-GAAP diluted EPS of $0.93. The Board approved a plan intended to drive customer satisfaction, product innovation and productivity through artificial intelligence adoption and enablement, to be implemented through fiscal 2028. HP estimates gross run rate savings of approximately $1 billion by the end of fiscal 2028 and expects restructuring and other charges of approximately $650 million, of which about $550 million is expected to be cash. The plan includes approximately $400 million in labor costs tied to workforce reductions of roughly 4,000 to 6,000 employees. The Board also raised the quarterly cash dividend to $0.30 per share, starting with the first fiscal quarter of 2026. For fiscal 2026, HP guides GAAP diluted EPS to $2.47 to $2.77 and non-GAAP diluted EPS to $2.90 to $3.20, with free cash flow expected at $2.8 to $3.0 billion. The company attributes its outlook in part to the added cost of current U.S. trade-related regulations and associated mitigations.

Nov 25, 2025 8-K

HP 8-K Report, Executive Changes (Oct 1, 2025)

HP Inc. (HPQ) filed this Form 8-K under Item 5.02 to disclose a leadership change in its Personal Systems business. Alex Cho, President of Personal Systems, informed HP on September 29, 2025 that he will depart the company to pursue outside professional ambitions, ending a career of more than 30 years at HP. He steps down from his current role effective November 1, 2025, and will remain with HP to assist with the transition until December 31, 2025. Ketan Patel will succeed Mr. Cho as President of Personal Systems, effective November 1, 2025. Mr. Patel has more than 20 years of experience at the company and most recently served as SVP and Chief Operating Officer, Global Personal Systems Category. The filing is a limited executive transition notice. It does not disclose any financial results, compensation terms, or changes to reporting or guidance. For investors, the key takeaway is an orderly, internally sourced succession in the segment that houses HP's personal computing products, with a defined overlap period for knowledge transfer.

Oct 1, 2025 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

HP 8-K Report, Financial Results (Aug 27, 2025)

HP Inc. reported fiscal 2025 third-quarter results for the quarter ended July 31, 2025. Net revenue was $13.9 billion, up 3.1% (up 3.3% in constant currency) from the prior-year period, and management cited it as the company's fifth consecutive quarter of revenue growth, driven by Personal Systems. GAAP diluted net EPS was $0.80, up 23.1% year over year and above the previously provided outlook of $0.57 to $0.69. Non-GAAP diluted net EPS was $0.75, down 10.7% from $0.84 in the prior-year period and within the outlook of $0.68 to $0.80. The GAAP results were affected by a litigation gain presented in Interest and other, net, and the filing notes that the GAAP EPS includes after-tax non-GAAP adjustments of $(50) million, or $(0.05) per diluted share. Segment performance was mixed. Personal Systems net revenue was $9.9 billion, up 6% year over year, with a 5.4% operating margin. Printing net revenue was $4.0 billion, down 4%, with a 17.3% operating margin. Net cash provided by operating activities was $1.7 billion and free cash flow was $1.5 billion. HP returned $0.4 billion to shareholders through dividends and share repurchases and ended the quarter with $2.9 billion in gross cash. For the fiscal 2025 fourth quarter, HP estimates GAAP diluted net EPS of $0.75 to $0.85 and non-GAAP diluted net EPS of $0.87 to $0.97. For full-year fiscal 2025, HP anticipates free cash flow of $2.6 billion to $3.0 billion. The company states that this outlook reflects added costs from current U.S. trade-related regulations and associated mitigation actions.

Aug 27, 2025 8-K

HP 8-K Report, Executive Changes (Jun 25, 2025)

HP Inc. (HPQ) filed a Form 8-K on June 25, 2025 reporting two leadership and governance changes. On June 18, 2025, Stephanie Liebman notified HP that she will leave the company to pursue an outside opportunity, effective September 12, 2025. She will step down as Global Controller upon the appointment of her successor. The same day, HP appointed Manpreet S. Grewal, age 46, as Chief Accounting Officer and Global Controller, effective July 14, 2025. Grewal previously served as Vice President, Controller & Chief Accounting Officer at United States Steel Corporation since March 2020, and before that as Vice President, Controller and Chief Accounting Officer at Covanta from 2017 to March 2020. His compensation will be consistent with his position and scope of responsibility, and the filing states he has no material interest in any related-party transaction. In addition, HP's Board of Directors adopted amendments to the company's Amended and Restated Bylaws, effective immediately. The amendments replace the stockholder and director records-inspection provisions in Sections 7.1 and 7.2 with statements that these parties are entitled to the inspection rights provided by Section 220 of the Delaware General Corporation Law. The company says the changes make its bylaws consistent with recent DGCL amendments. The amended and restated Bylaws are filed as Exhibit 3.1. The filing does not report financial results or quantify any financial impact. For investors, the key items are the controller transition, which is a planned change in a senior finance role, and the bylaw update, which is a routine governance conforming change.

Jun 25, 2025 8-K

HP 8-K Report, Financial Results (May 28, 2025)

HP Inc. reported fiscal 2025 second-quarter net revenue of $13.2 billion, up 3.3% (up 4.5% in constant currency) from the prior-year period. GAAP diluted net EPS was $0.42, down 31% from $0.61, and non-GAAP diluted net EPS was $0.71, down 13% from $0.82. Both EPS figures came in below the previously provided outlook ranges of $0.62 to $0.72 (GAAP) and $0.75 to $0.85 (non-GAAP). Non-GAAP results exclude $272 million, or $0.29 per diluted share, in after-tax adjustments, including $103 million of certain litigation charges tied to Standard Essential Patent (SEP) litigation. Personal Systems revenue rose 7% year over year to $9.0 billion, led by Commercial PS growth of 9%, while Printing revenue fell 4% to $4.2 billion. Cash generation weakened sharply. Net cash provided by operating activities was $38 million, and free cash flow was $(95) million. Accounts payable fell to $15.2 billion from $16.9 billion at October 31, 2024, and long-term debt rose to $9.29 billion from $8.26 billion. HP paid $273 million in dividends and repurchased $100 million of stock during the quarter, and ended with $2.7 billion in gross cash. Management cited increased macroeconomic uncertainty and trade-related costs, and lowered its outlook. For fiscal 2025, HP now estimates GAAP diluted net EPS of $2.32 to $2.62, non-GAAP diluted net EPS of $3.00 to $3.30, and free cash flow of $2.6 to $3.0 billion. For the third quarter, it estimates GAAP diluted net EPS of $0.57 to $0.69 and non-GAAP diluted net EPS of $0.68 to $0.80. Management expects to fully offset trade-related costs by the fourth quarter, assuming current conditions persist.

May 28, 2025 8-K

HP 8-K Report, Corporate Update (Apr 25, 2025)

On April 25, 2025, HP Inc. closed a public offering of two series of senior notes registered under its Form S-3 shelf registration statement (File No. 333-277493, filed February 29, 2024). The offering consisted of $500,000,000 aggregate principal amount of 5.400% notes due 2030 and $500,000,000 aggregate principal amount of 6.100% notes due 2035, for a combined $1.0 billion in principal. The notes were issued under the company's Indenture dated June 17, 2020 with The Bank of New York Mellon Trust Company, N.A. as original trustee, as amended and supplemented, including by a third supplemental indenture dated April 14, 2025. That supplemental indenture added U.S. Bank Trust Company, National Association as successor trustee. The officers' certificate dated April 25, 2025, which sets the terms of the notes under Section 301 of the Indenture, and a legal opinion and consent from Gibson, Dunn & Crutcher LLP were filed with the report. The filing is administrative in nature and reports the completion of the debt issuance and the related indenture documentation. It does not state the use of proceeds or any financial results.

Apr 25, 2025 8-K

Shareholder Matters

HP 8-K Report, Shareholder Vote Results (Apr 17, 2025)

HP Inc. filed this Form 8-K to report the voting results of its 2025 annual meeting of stockholders, held on April 14, 2025. Stockholders elected all thirteen nominees to the Board of Directors, ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 31, 2025, and approved, on an advisory basis, the compensation of its named executive officers. The filing contains no financial results, guidance, or transaction disclosures. Director support was generally strong. Each nominee received between 97.5% and 99.7% of the votes cast for or against them. Stephanie A. Burns (99.6%), Fama Francisco (99.7%), Gianluca Pettiti (99.7%) and Songyee Yoon (99.7%) had the highest levels of support, while Bruce Broussard and Enrique Lores received the lowest, at 97.5% each, with roughly 17 million votes against apiece. Ratification of Ernst & Young received 93.6% of shares present and entitled to vote, and the advisory say-on-pay proposal received 93.7% support. For investors, the filing is primarily procedural. It confirms board continuity and shareholder endorsement of the auditor and executive pay practices, with no indication of a material governance change. Broker non-votes of 119,490,838 were recorded on the director and say-on-pay proposals.

Apr 17, 2025 8-K

HP 8-K Report, Corporate Update (Apr 16, 2025)

HP Inc. (NYSE: HPQ) filed this Form 8-K to report two related financing actions completed on April 14, 2025. The company entered into an underwriting agreement with BNP Paribas Securities Corp., BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the underwriters, to issue and sell $500 million of 5.400% notes due 2030 and $500 million of 6.100% notes due 2035, for a total of $1 billion in senior unsecured notes. The notes were registered under an automatic shelf registration statement on Form S-3 filed February 29, 2024. The offering priced at 99.732% of principal for the 2030 notes and 99.778% of principal for the 2035 notes. HP said it intends to use the net proceeds for general corporate purposes, which may include repaying and refinancing debt, including its 2.200% notes due June 2025 at maturity. The issuance is expected to close on April 25, 2025, subject to customary closing conditions. The filing also reports a Third Supplemental Indenture dated April 14, 2025, which appoints U.S. Bank Trust Company, National Association as successor trustee for all series of securities issued on or after that date. The Bank of New York Mellon Trust Company, N.A. remains trustee for securities issued earlier under the June 17, 2020 indenture.

Apr 16, 2025 8-K

Earnings & ResultsFinancial EventsExhibits & Filings

HP 8-K Report, Bylaw Amendment (Apr 2, 2025)

HP Inc. filed a Current Report on Form 8-K dated April 2, 2025 to disclose amendments to its amended and restated bylaws. The Board of Directors adopted the amendments on April 1, 2025, and they take effect April 14, 2025. The changes reduce the number of authorized Board directorships from 15 to 13. The reduction is tied to the planned departures of directors Aida Alvarez and Robert Bennett, who are not standing for re-election at the company's annual meeting on April 14, 2025. Each will step down from the Board effective at that meeting. The filing does not describe any financial results, operational changes, or other material business developments. For investors, the filing is primarily governance-related. It shows a board size reduction and two director departures, with the amended bylaws attached as Exhibit 3.1 and incorporated by reference.

Apr 2, 2025 8-K

HP 8-K Report, Financial Results (Feb 27, 2025)

HP Inc. (NYSE: HPQ) reported fiscal 2025 first quarter results for the quarter ended January 31, 2025, with net revenue of $13.5 billion, up 2.4% from the prior-year period. GAAP diluted net EPS was $0.59, down from $0.62 a year earlier, and non-GAAP diluted net EPS was $0.74, down from $0.81. Net cash provided by operating activities was $0.4 billion and free cash flow was $0.1 billion (the filing states $70 million of free cash flow). The company returned $0.4 billion to shareholders through share repurchases and dividends during the quarter. HP approved an amendment to its current restructuring plan that is expected to be implemented through the end of fiscal 2025. The amendment is expected to generate additional annualized gross run rate savings of approximately $0.3 billion in fiscal 2025, bringing the total to approximately $1.9 billion over fiscal 2023 through fiscal 2025. HP anticipates about $150 million in additional restructuring and other charges, for a total of approximately $1.2 billion over the same period, and expects incremental gross workforce reductions of approximately 1,000 to 2,000 employees. For fiscal 2025 HP maintained its outlook, estimating non-GAAP diluted net EPS of $3.45 to $3.75 and free cash flow of $3.2 to $3.6 billion. The outlook reflects added costs from current U.S. tariff increases on China, and HP expects more than 90 percent of HP products sold in North America to be built outside of China by the end of fiscal 2025. For the fiscal 2025 second quarter, HP estimates non-GAAP diluted net EPS of $0.75 to $0.85.

Feb 27, 2025 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

HP 8-K Report, Executive Changes (Feb 21, 2025)

On February 21, 2025, HP Inc. (HPQ) reported in a Current Report on Form 8-K that its Board of Directors expanded the size of the Board and elected Gianluca Pettiti as a director, effective the same day. Mr. Pettiti is Executive Vice President and President, Life Sciences, Diagnostics and Applied at Thermo Fisher Scientific Inc. The Board determined he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines, and appointed him to the Finance, Investment and Technology Committee and the HR and Compensation Committee. He will receive standard non-employee director compensation, pro-rated for his first partial year, including an annual cash retainer of $105,000 (which may instead be taken in fully vested shares) and an annual equity retainer of $220,000 in fully vested shares. The same day, the Board adopted amendments to the Company's Amended and Restated Bylaws, solely to increase the number of authorized directorships from 14 to 15 to accommodate Mr. Pettiti's appointment. The amended and restated Bylaws are filed as Exhibit 3.1 to the report. The filing contains no information on financial results, operations, or guidance. For investors, the report is a governance update: a board seat added and filled by an independent director with life sciences industry experience, and a minor bylaw change tied to that appointment.

Feb 21, 2025 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

HP 8-K Report, Executive Changes (Feb 7, 2025)

HP Inc. filed this Form 8-K on February 7, 2025 to report two governance actions taken by its Board of Directors on February 4, 2025, both effective February 6, 2025. The Board expanded its size and elected Songyee Yoon as a director. Ms. Yoon is Managing Partner of Principal Venture Partners, L.P., a venture capital firm, and the Board determined she is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. She was also appointed to the Audit Committee and the Finance, Investment and Technology Committee. The Board also amended the Company's Amended and Restated Bylaws solely to increase the authorized number of directorships from 13 to 14 to accommodate Ms. Yoon's appointment. The amended bylaws are filed as Exhibit 3.1 to the report. The filing states that Ms. Yoon will receive compensation consistent with other non-employee directors. That compensation includes an annual cash retainer of $105,000, which may be taken in fully vested company shares, and an annual equity retainer of $220,000 in fully vested shares, plus meeting fees of $2,000 per Board meeting and $2,000 per committee meeting above ten per year. Her first partial year will be pro-rated. The filing indicates no material financial impact beyond these standard director arrangements.

Feb 7, 2025 8-K

Earnings & ResultsRegulation FDExhibits & Filings

HP 8-K Report, Financial Results (Nov 26, 2024)

HP Inc. filed this Form 8-K on November 26, 2024 to furnish a news release reporting results for its fiscal quarter and fiscal year ended October 31, 2024, and to announce a 5% increase in its planned quarterly cash dividend. Fiscal 2024 net revenue was $53.6 billion, down 0.3% from the prior year, while GAAP diluted net EPS was $2.81, above the previously provided outlook of $2.62 to $2.72. Non-GAAP diluted net EPS was $3.38, within the outlook of $3.35 to $3.45. Net cash provided by operating activities was $3.7 billion and free cash flow was $3.3 billion, and the company returned $3.2 billion to shareholders through share repurchases and dividends, which the filing states equals 96% of free cash flow. Fourth-quarter net revenue was $14.1 billion, up 1.7% year over year, with GAAP diluted EPS of $0.93 and non-GAAP diluted EPS of $0.93, both within or above the company's prior outlook. Personal Systems revenue was $9.6 billion with a 5.7% operating margin, and Printing revenue was $4.5 billion with a 19.6% operating margin. Quarter-end gross cash was $3.3 billion, and the company repurchased $900 million of stock during the quarter. Looking ahead, HP estimates fiscal 2025 GAAP diluted net EPS of $3.06 to $3.36 and non-GAAP diluted net EPS of $3.45 to $3.75, with free cash flow expected between $3.2 billion and $3.6 billion. The Board declared a quarterly dividend of $0.2894 per share, payable January 2, 2025 to holders of record as of December 11, 2024, which the filing describes as a 5% increase from the prior dividend.

Nov 26, 2024 8-K

Earnings & ResultsOther EventsExhibits & Filings

HP 8-K Report, Executive Changes (Oct 24, 2024)

HP Inc. (HPQ) filed this Form 8-K under Item 5.02 to disclose a leadership change in its executive team. On October 18, 2024, the Company's Board of Directors appointed Tuan Tran as President of Technology and Innovation, effective November 1, 2024. In connection with this new role, Mr. Tran will step down as President of Imaging, Printing & Solutions, also effective November 1, 2024. Anneliese Olson will succeed Mr. Tran as President of Imaging, Printing & Solutions, effective November 1, 2024. The filing states that Ms. Olson has more than 28 years of experience at the Company, most recently as Senior Vice President & Managing Director, North America Market, and previously as Senior Vice President & Chief Operating Officer, Worldwide Print. The filing does not disclose any financial results, compensation terms, or other financial figures. For investors, the main takeaway is an internal succession that moves a senior leader into a technology and innovation role while elevating an executive with long Company tenure and print-business experience to lead the Imaging, Printing & Solutions segment.

Oct 24, 2024 8-K

HP 8-K Report, Financial Results (Aug 28, 2024)

HP Inc. (NYSE: HPQ) filed this Form 8-K on August 28, 2024 to furnish its news release reporting results for the fiscal 2024 third quarter ended July 31, 2024, and to disclose that its Board of Directors increased the share repurchase authorization to $10.0 billion in total on August 27, 2024. The release reports net revenue of $13.5 billion, up 2.4% from the prior-year period, GAAP diluted net EPS of $0.65 (down from $0.76), and non-GAAP diluted net EPS of $0.83 (down from $0.86). Both EPS figures fell within the company's previously provided outlook ranges. GAAP operating margin was 7.0% versus 7.2% a year earlier, and non-GAAP operating margin was 8.1% versus 8.8%. Cash generation was a bright spot in the quarter. Net cash provided by operating activities was $1.4 billion and free cash flow was $1.3 billion. HP returned $0.9 billion to shareholders through share repurchases ($0.6 billion, about 17.1 million shares) and dividends ($0.3 billion). The company exited the quarter with $2.9 billion in gross cash. Personal Systems revenue was $9.4 billion, up 5% year over year with a 6.4% operating margin, while Printing revenue was $4.1 billion, down 3% with a 17.3% operating margin. For fiscal 2024, HP estimates GAAP diluted net EPS of $2.62 to $2.72 and non-GAAP diluted net EPS of $3.35 to $3.45, and anticipates free cash flow of $3.1 to $3.6 billion. For the fourth quarter, it estimates GAAP diluted net EPS of $0.74 to $0.84 and non-GAAP diluted net EPS of $0.89 to $0.99. The repurchase authorization has no expiration date and does not obligate HP to buy any particular amount of stock; it may be suspended at any time.

Aug 28, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

HP 8-K Report, Material Agreement (Aug 6, 2024)

HP Inc. entered into a five-year sustainability-linked revolving credit facility dated August 1, 2024, with lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent. BNP Paribas served as Sustainability Structuring Agent. The facility provides senior, unsecured revolving commitments of $5.0 billion, with an option to increase commitments by up to an additional $1.0 billion subject to lender consent. It allows borrowings in US dollars, euros and pounds sterling, with swingline borrowings up to $1.5 billion. Commitments are available through August 1, 2029, extendable on up to two occasions for one-year periods subject to lender consent. The company may designate subsidiaries as borrowers, and HP will guarantee their borrowings. Pricing is based on Term SOFR, Adjusted Daily Simple RFR or Alternate Base Rate plus an applicable margin, with a commitment fee of 9 to 22.5 basis points on unused commitments depending on HP's long-term senior unsecured debt rating. Margins and fees can adjust up or down based on achieving specified sustainability targets for digital equity and product circularity. The agreement includes a maximum consolidated total debt to consolidated EBITDA ratio of 4.0 to 1.0, tested at each fiscal quarter end, along with customary restrictions on subsidiary debt, liens and fundamental changes, and customary events of default including change of control. Concurrently with the new facility, HP terminated its five-year sustainability-linked revolving credit facility dated May 26, 2021, which was due to expire May 26, 2026. The company states it incurred no early termination penalties. The filing also notes that lenders and their affiliates have provided and may provide other financial services to HP for customary fees.

Aug 6, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

HP 8-K Report, Executive Changes (Jun 26, 2024)

HP Inc. (NYSE: HPQ) announced leadership changes in its finance function. Karen Parkhill, currently Executive Vice President and Chief Financial Officer of Medtronic plc since June 2016, was appointed as HP's Chief Financial Officer effective August 5, 2024, succeeding interim CFO Timothy Brown, who will return to his previous role as head of Print Finance. The filing states that Parkhill previously served as Vice Chairman and CFO of Comerica Incorporated from 2011 to 2016 and held various roles at J.P. Morgan Chase & Co. from 1992 to 2011. Under her offer terms, Parkhill will receive an annual base salary of $950,000, a target annual cash bonus of 135% of base salary (prorated for fiscal 2024), and annual equity grants with a target grant value of $7,500,000 in December 2024. She will also receive a one-time inducement grant of restricted stock units valued at $15,000,000, which is intended to compensate her for forfeited equity from her prior employer and vests in three equal annual installments. A $1,500,000 cash signing bonus is payable 50% at six months and 50% at one year, subject to repayment obligations if she departs before one year. She will be eligible for severance under HP's existing Severance and Long-Term Incentive Change in Control Plan. For investors, the filing mainly signals a planned transition in HP's finance leadership, with the new CFO's compensation package detailed. The filing does not describe changes to HP's financial results or guidance.

Jun 26, 2024 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

HP 8-K Report, Executive Changes (Jun 17, 2024)

HP Inc. filed this Current Report on Form 8-K dated June 17, 2024 to report two governance actions taken by its Board of Directors. First, the Board expanded its size and elected Fama Francisco as a director effective June 17, 2024. Ms. Francisco is Chief Executive Officer, Baby, Feminine and Family Care at the Procter & Gamble Company. The Board determined she is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines, and it appointed her to the Nominating, Governance and Social Responsibility Committee and the HR and Compensation Committee. She will receive the standard non-employee director compensation, including a $105,000 annual cash retainer (which may be taken in fully vested shares) and a $220,000 annual equity retainer in fully vested shares, prorated for her first partial year. Second, the Board adopted amendments to the Company's Amended and Restated Bylaws, effective June 17, 2024, solely to increase the number of authorized directorships from 12 to 13 in connection with Ms. Francisco's appointment. The amended and restated Bylaws are filed as Exhibit 3.1. The filing reports no material financial results, and it discloses no related-party transactions involving Ms. Francisco under Item 404(a) of Regulation S-K. For investors, the filing is a routine board refresh and bylaw conforming change rather than a signal about operations or capital allocation.

Jun 17, 2024 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

HP 8-K Report, Financial Results (May 29, 2024)

HP Inc. filed this Form 8-K on May 29, 2024 to furnish its news release reporting results for its fiscal 2024 second quarter, ended April 30, 2024. Net revenue was $12.8 billion, down 0.8% year over year (down 1.2% in constant currency). GAAP diluted net EPS was $0.61, down from $1.06 a year earlier, while non-GAAP diluted net EPS was $0.82, up from $0.79. Both fell within the company's previously provided outlook ranges of $0.58 to $0.68 and $0.76 to $0.86, respectively. GAAP net earnings were $607 million, versus $1,054 million in the prior-year quarter. Segment performance was mixed. Personal Systems net revenue was $8.4 billion, up 3% year over year, with a 6.0% operating margin. Printing net revenue was $4.4 billion, down 8%, with a 19.0% operating margin, and Printing hardware units fell 17%. Cash generation was modest: net cash provided by operating activities was $581 million and free cash flow was $481 million. HP paid $269 million in dividends and repurchased $100 million of common stock during the quarter, and it ended the quarter with $2.5 billion in gross cash. For fiscal 2024, HP estimates GAAP diluted net EPS of $2.60 to $2.90 and non-GAAP diluted net EPS of $3.30 to $3.60, and it anticipates free cash flow of $3.1 to $3.6 billion. For the third quarter, it estimates GAAP diluted net EPS of $0.63 to $0.77 and non-GAAP diluted net EPS of $0.78 to $0.92. The release also cites a Q2 inventory of $7.5 billion, up 9 days quarter over quarter to 70 days, and accounts payable of $14.4 billion, up 16 days to 132 days.

May 29, 2024 8-K

HP 8-K Report, Executive Changes (Apr 25, 2024)

HP Inc. (HPQ) filed this Form 8-K on April 25, 2024, to report outcomes from its April 22, 2024 annual meeting of stockholders and related charter filings. Stockholders approved the Fourth Amended and Restated HP Inc. 2004 Stock Incentive Plan, which makes an additional 45,700,000 shares of common stock available for share-based compensation awards, along with several administrative amendments covering the Administrator's delegation authority, incentive stock option granting period, leave of absence treatment, default repurchase price, and minimum performance period for cash awards. Stockholders also approved an amendment to the Certificate of Incorporation to eliminate monetary liability of certain officers for breaches of the duty of care to the extent permitted by Delaware law. HP filed the related Certificate of Amendment and a Restated Certificate of Incorporation with the Delaware Secretary of State on April 25, 2024. All twelve director nominees were elected, with each receiving between 98.7% and 99.7% of votes cast for or against them. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2024, with 92.7% of votes present and entitled to vote in favor. Advisory approval of named executive officer compensation received 91.7% support. The officer liability proposal passed with 61.0% of outstanding shares entitled to vote, a lower level of support than the other approved items. A stockholder proposal requiring stockholder ratification of certain termination pay was not approved, receiving 8.4% support. The filing is primarily governance and compensation related and does not contain financial results or guidance. Investors may note the new share authorization under the equity plan as the most direct potential source of dilution, while the approved officer exculpation amendment reflects a change to the company's charter provisions.

Apr 25, 2024 8-K

HP 8-K Report, Bylaw Amendment (Apr 19, 2024)

HP Inc. filed this Current Report on Form 8-K dated April 19, 2024 to disclose an amendment to its amended and restated bylaws. On April 16, 2024, the Board of Directors adopted amendments, effective April 22, 2024, that reduce the number of authorized Board directorships from 14 to 12. The change is tied to board turnover: Shumeet Banerji and Subra Suresh are not standing for re-election at the company's annual meeting on April 22, 2024, so each will step down from the Board effective at that meeting. The filing describes the bylaw change as solely a reduction in authorized seats connected to these departures. The filing contains no financial results, operating metrics, or guidance. For investors, the main takeaways are the reduced Board size and the departure of two directors at the annual meeting. The full text of the Amended and Restated Bylaws is attached as Exhibit 3.1.

Apr 19, 2024 8-K

HP 8-K Report, Financial Results (Feb 28, 2024)

HP Inc. (NYSE: HPQ) filed this Form 8-K on February 28, 2024 to furnish its news release reporting results for its fiscal 2024 first quarter, ended January 31, 2024. Net revenue was $13.2 billion, down 4.4% from the prior-year period (down 4.9% in constant currency). GAAP diluted net EPS was $0.62, up from $0.47, and non-GAAP diluted net EPS was $0.81, up from $0.73, both within the previously provided outlook ranges. GAAP operating margin was 7.1% and non-GAAP operating margin was 8.4%. Cash generation was modest for the quarter. Net cash provided by operating activities was $121 million and free cash flow was $25 million. HP returned $0.8 billion to shareholders through share repurchases ($0.5 billion, about 16.7 million shares) and dividends ($0.3 billion, at $0.2756 per share). Gross cash ended the quarter at $2.4 billion. Accounts payable declined to $13.3 billion from $14.0 billion at October 31, 2023, and total stockholders' deficit widened to $(1,640) million. Looking ahead, HP estimates fiscal 2024 second-quarter GAAP diluted net EPS of $0.58 to $0.68 and non-GAAP diluted net EPS of $0.76 to $0.86. For fiscal 2024, it estimates GAAP diluted net EPS of $2.61 to $3.01, non-GAAP diluted net EPS of $3.25 to $3.65, and free cash flow of $3.1 to $3.6 billion. Personal Systems revenue was $8.8 billion (down 4% year over year) with a 6.1% segment operating margin, while Printing revenue was $4.4 billion (down 5%) with a 19.9% segment operating margin.

Feb 28, 2024 8-K

HP 8-K Report, Executive Changes (Dec 15, 2023)

HP Inc. (HPQ) filed this Form 8-K on December 15, 2023 under Item 5.02 to report a leadership change in its finance function. On December 12, 2023, Marie Myers notified HP that she will step down as Chief Financial Officer effective December 31, 2023, and leave the company on January 12, 2024. The filing states that Ms. Myers has elected to pursue an opportunity outside of HP. On December 13, 2023, HP appointed Timothy ("Tim") J. Brown as interim Chief Financial Officer, effective January 1, 2024, to succeed Ms. Myers. Mr. Brown, age 57, has served as HP's Senior Vice President Finance and Chief Financial Officer, Print since November 2021 and joined Hewlett-Packard Company in 1993. His prior roles include Global Head and Chief Financial Officer for Supply Chain and Global Functions (September 2020 to October 2021) and Regional Head of Finance, Americas (May 2018 to August 2020). Compensation for Mr. Brown includes an annual base salary of $550,000, a target annual cash bonus of 60% of base salary, and eligibility for annual equity grants and other senior executive benefits. He will also receive a one-time retention equity award of $2 million, on or about December 19, 2023, consisting of restricted stock units vesting ratably over two years. He is eligible for severance benefits under HP's Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as described in HP's proxy statement filed February 24, 2023.

Dec 15, 2023 8-K/A

HP 8-K/A Report, Executive Changes (Dec 15, 2023)

HP Inc. (HPQ) filed Amendment No. 1 to its Current Report on Form 8-K, dated November 13, 2023, to update a personnel change under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers). The filing supplements the company's initial 8-K filed November 17, 2023. The initial report disclosed that on November 16, 2023, HP appointed Stephanie Liebman as interim Global Controller, effective December 15, 2023. This amendment clarifies that Ms. Liebman will now be appointed Global Controller, rather than interim Global Controller, effective December 15, 2023. The filing contains no financial results, guidance, or compensation terms for Ms. Liebman. Its significance for investors is limited to a confirmed change in the company's top accounting officer role from interim to permanent, effective the same date.

Dec 15, 2023 8-K

HP 8-K Report, Financial Results (Nov 21, 2023)

HP Inc. filed an 8-K on November 21, 2023 to furnish a news release reporting results for its fiscal 2023 full year and fourth quarter ended October 31, 2023. Fiscal 2023 net revenue was $53.7 billion, down 14.6% from the prior year. GAAP diluted net EPS was $3.26, above the previously provided outlook of $2.95 to $3.07, and non-GAAP diluted net EPS was $3.28, within the outlook of $3.23 to $3.35. Fourth-quarter net revenue was $13.8 billion, down 6.5%, with GAAP diluted EPS of $0.97 and non-GAAP diluted EPS of $0.90, both within or above the company's prior outlook. Cash generation was solid. Fiscal 2023 net cash provided by operating activities was $3.6 billion and free cash flow was $3.1 billion. HP returned $1.1 billion to shareholders through dividends and share repurchases, equal to 37% of free cash flow, and retired $1.6 billion of long-term debt. The board declared a quarterly dividend of $0.2756 per share, an increase of 5%. For fiscal 2024, HP estimates GAAP diluted EPS of $2.68 to $3.08 and non-GAAP diluted EPS of $3.25 to $3.65, with free cash flow expected between $3.1 billion and $3.6 billion. For the first quarter of fiscal 2024, it estimates GAAP diluted EPS of $0.60 to $0.70 and non-GAAP diluted EPS of $0.76 to $0.86. The filing also notes an accounting correction tied to a Personal Systems revenue contract, with prior-period revisions stated to be not material.

Nov 21, 2023 8-K

Regulation FDExhibits & Filings

HP 8-K Report, Executive Changes (Nov 17, 2023)

HP Inc. (HPQ) filed this Form 8-K under Item 5.02 to report a leadership change in its finance organization. On November 13, 2023, Jon Faust notified HP that he will step down as Global Controller, effective December 15, 2023, because he has elected to pursue an opportunity outside of HP. The filing does not describe the nature of that outside opportunity. On November 16, 2023, HP appointed Stephanie Liebman as interim Global Controller, effective December 15, 2023, to succeed Mr. Faust. Ms. Liebman, age 54, has served since February 2023 and will continue to serve concurrently as Senior Vice President and Finance Chief Operations Officer at HP. She is a Certified Public Accountant with prior HP experience, including Chief Audit Executive from November 2015 to February 2019, and she previously worked at NTT Data Services from March 2019 to January 2023. For investors, the filing describes an orderly transition in a senior accounting role rather than a financial result or guidance change. Ms. Liebman will receive salary, annual incentive awards, and long-term incentive awards, plus other compensation and benefit programs, at levels consistent with her position and scope of responsibility. The filing does not disclose specific compensation amounts.

Nov 17, 2023 8-K

HP 8-K Report, Regulation FD Disclosure (Oct 11, 2023)

HP Inc. (NYSE: HPQ) filed this Current Report under Item 7.01 (Regulation FD Disclosure) to furnish a press release issued October 10, 2023, covering its 2023 Securities Analyst Meeting, at which the company provided a strategy update and financial outlook for its fiscal 2024. The company estimates GAAP diluted net EPS of $2.75 to $3.15 and non-GAAP diluted net EPS of $3.25 to $3.65 for fiscal 2024, with non-GAAP estimates excluding $0.50 per diluted share, primarily related to restructuring and other charges, acquisition and divestiture charges, amortization of intangible assets, non-operating retirement-related charges, and tax items. HP estimates fiscal 2024 free cash flow of $3.1 to $3.6 billion and expects to return approximately 100% of that free cash flow to shareholders through dividends and share repurchases. The Board approved a 5% increase in the planned annual cash dividend, to $1.1024 per share, beginning with the dividend for the first fiscal quarter of fiscal 2024. The balance of free cash flow not paid as dividends is expected to be returned through share repurchases. On the operational side, HP expects a $200 million increase in its Future Ready plan annualized gross run rate structural cost savings, bringing the target to $1.6 billion by the end of fiscal 2025, with estimated restructuring and other charges unchanged at approximately $1.0 billion. The company also reaffirmed its Key Growth Areas and reorganized Workforce Solutions. The filing states that the information is furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act.

Oct 11, 2023 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

HP 8-K Report, Executive Changes (Sep 21, 2023)

HP Inc. (HPQ) filed this Current Report on September 21, 2023 to disclose two governance actions taken by its Board of Directors on September 19, 2023. First, the Board expanded its size and elected David Meline as a director, effective November 1, 2023. Mr. Meline is the former Chief Financial Officer of Moderna Inc., and the Board has determined that he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. He was also appointed to the Audit Committee and the Finance, Investment and Technology Committee, effective the same date. He will receive standard non-employee director compensation, including an annual cash retainer of $105,000 (which may be taken in equity) and an annual equity retainer of $220,000, both pro-rated for his first partial year. Second, the Board adopted amendments to the Company's Amended and Restated Bylaws, effective November 1, 2023, solely to increase the number of authorized directorships from 13 to 14 to accommodate Mr. Meline's appointment. The text of the amendment is filed as Exhibit 3.1, and the complete amended and restated Bylaws will be filed with the Company's next Form 10-K for the fiscal year ended October 31, 2023. For investors, this filing is a routine board refresh with a financially relevant addition: Mr. Meline's audit committee service and prior CFO experience at a large biotechnology company. The filing discloses no financial results, transactions with related parties, or arrangements that would materially affect the Company's operations.

Sep 21, 2023 8-K

HP 8-K Report, Financial Results (Aug 29, 2023)

HP Inc. (NYSE: HPQ) reported fiscal 2023 third-quarter results for the quarter ended July 31, 2023, in a news release attached as Exhibit 99.1. Net revenue was $13.2 billion, down 9.9% year over year (down 7.4% in constant currency). GAAP diluted net EPS was $0.76, down from $1.08 in the prior-year period but above the previously provided outlook of $0.61 to $0.71. Non-GAAP diluted net EPS was $0.86, down from $1.03 and within the outlook of $0.81 to $0.91. Personal Systems revenue was $8.9 billion with a 6.6% operating margin, and Printing revenue was $4.3 billion with an 18.6% operating margin. Cash generation was a relative bright spot. Net cash provided by operating activities was $1.0 billion and free cash flow was $0.9 billion, and the company retired $1.1 billion of long-term debt and paid $0.3 billion in dividends during the quarter. Gross cash ended the quarter at $1.7 billion. Accounts payable rose to $14.1 billion and inventory fell to $7.2 billion. Management guided fiscal fourth-quarter GAAP diluted net EPS to $0.65 to $0.77 and non-GAAP diluted net EPS to $0.85 to $0.97, and fiscal 2023 free cash flow of approximately $3.0 billion. CEO Enrique Lores said the external environment had not improved as quickly as anticipated and that management was moderating its expectations. The filing also discloses a correction to prior period financial statements for an accounting error in a Personal Systems revenue contract, which the company says was not material, and states that it is assessing the nature of any internal control deficiency.

Aug 29, 2023 8-K

HP 8-K Report, Corporate Update (Jul 11, 2023)

HP Inc. (NYSE: HPQ) reported in an 8-K filed July 11, 2023 that it announced the early tender results and pricing for its previously announced cash tender offer for up to $1.0 billion (combined aggregate purchase price, including early tender premiums, excluding accrued interest) of seven series of its outstanding notes. The offer covers the 3.400% Notes due 2030, 4.200% Notes due 2032, 1.450% Notes due 2026, 3.000% Notes due 2027, 4.000% Notes due 2029, 2.200% Notes due 2025 and 4.750% Notes due 2028. The Early Tender Deadline was 5:00 p.m. New York City time on July 10, 2023, and the offer expires July 25, 2023 unless extended or terminated. Based on the early tender results, HP reported that tenders at the Early Tender Deadline exceeded the original maximum amount for the 3.000%, 4.000%, 2.200% and 4.750% Notes, which are at Acceptance Priority Levels 4 through 7, and HP does not expect to accept any tenders of those series. HP increased the maximum aggregate purchase price to approximately $1.019 billion so it can accept all notes validly tendered at or before the Early Tender Deadline at Acceptance Priority Levels 1 through 3, namely the 3.400% Notes due 2030, 4.200% Notes due 2032 and 1.450% Notes due 2026. Reported tendered principal amounts were $346,555,000 for the 3.400% Notes due 2030, $323,830,000 for the 4.200% Notes due 2032 and $478,352,000 for the 1.450% Notes due 2026. The filing states that the early tender payment is $30 per $1,000 principal amount, and that the Total Consideration for the 3.400% Notes due 2030 is $870.53, for the 4.200% Notes due 2032 is $885.49 and for the 1.450% Notes due 2026 is $900.06 per $1,000 principal amount. Settlement for notes tendered by the Early Tender Deadline is expected on July 27, 2023, assuming the offer is not extended and conditions are satisfied or waived. The filing is a disclosure of the offer results and does not itself state the company's rationale beyond the terms described.

Jul 11, 2023 8-K

HP 8-K Report, Corporate Update (Jun 26, 2023)

HP Inc. (NYSE: HPQ) announced on June 26, 2023 that it has commenced a cash tender offer to purchase up to a maximum combined aggregate purchase price of $1.0 billion, including early tender premiums but excluding accrued and unpaid interest, of its outstanding notes. The offer covers seven series of notes: 3.400% Notes due 2030 ($850,000,000 outstanding), 4.200% Notes due 2032 ($1,000,000,000), 1.450% Notes due 2026 ($1,000,000,000), 3.000% Notes due 2027 ($1,000,000,000), 4.000% Notes due 2029 ($1,000,000,000), 2.200% Notes due 2025 ($1,150,000,000), and 4.750% Notes due 2028 ($900,000,000). Purchases are governed by acceptance priority levels from 1 (highest) to 7 (lowest), with proration applied to tenders at the Expiration Time if the Maximum Amount is exceeded. Holders who tender by the Early Tender Deadline of 5:00 p.m. New York City time on July 10, 2023 receive the Total Consideration, which is a fixed spread over a specified U.S. Treasury reference yield plus a $30 per $1,000 principal early tender premium. Holders tendering after that deadline and by the Expiration Time of July 25, 2023 receive the Total Consideration less the early tender premium. Settlement is expected on July 27, 2023, subject to conditions HP may waive and to HP's right to increase or decrease the Maximum Amount, extend, or terminate the offer. The tender is not conditioned on any minimum amount of notes being tendered. BofA Securities and J.P. Morgan Securities are the Dealer Managers, and D.F. King & Co. is the Tender and Information Agent.

Jun 26, 2023 8-K

HP 8-K Report, Bylaw Amendment (Jun 23, 2023)

HP Inc. filed this Form 8-K on June 23, 2023 to report amendments to its amended and restated bylaws, which the Board of Directors adopted on June 21, 2023. The amendments took effect the same day. The changes focus on stockholder governance, including requiring stockholders submitting a proposal or Board nomination for an annual meeting to maintain their ownership through the meeting date, and limiting the number of stockholder nominees under the advance notice provision to the number of directors to be elected. Other changes address procedural and regulatory matters. Stockholders must comply with the SEC's universal proxy rules and other applicable securities laws to propose business or a nominee at an annual meeting. The Company is not required to call a special meeting requested by stockholders if the proposal is improper, violates applicable law, is similar to a proposal presented within the previous 120 days, or was not submitted in accordance with the Bylaws. The amendments also clarify procedures for appointing officers and make other ministerial, clarifying, and conforming changes. The filing contains no financial results or financial guidance. Its significance for investors lies in governance: the amendments tighten requirements for stockholders who seek to nominate directors or bring proposals, which may affect shareholder activism and the process for calling special meetings. The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1, and the summary in the filing is qualified in its entirety by that document.

Jun 23, 2023 8-K/A

Shareholder Matters

HP 8-K/A Report, Shareholder Vote Results (Jun 23, 2023)

HP Inc. filed this Current Report on Form 8-K/A on June 23, 2023 to amend its Original Form 8-K filed April 27, 2023, which reported the results of its 2023 Annual Meeting of Stockholders held April 24, 2023. The sole purpose of the amendment is to disclose the Company's decision on the frequency of future stockholder advisory votes on named executive officer compensation ("say on pay" votes), as required by Item 5.07(d) of Form 8-K. No other changes were made to the Original Form 8-K. At the 2023 Annual Meeting, 97.2% of votes were cast in favor of conducting "say on pay" votes on an annual basis, consistent with the Board of Directors' recommendation in the Company's proxy statement. Following this result, the Board determined that HP will hold "say on pay" votes annually until the next required stockholder advisory vote on frequency, which is currently expected to take place at the Company's 2029 Annual Meeting of Stockholders. For investors, the filing is procedural in nature and conveys that stockholders strongly favored annual advisory votes on executive pay, with the Board adopting that preference. It contains no financial results, transaction, or operational disclosures.

Jun 23, 2023 8-K

HP 8-K Report, Financial Results (May 30, 2023)

HP Inc. (NYSE: HPQ) filed this Form 8-K on May 30, 2023 to furnish its news release reporting results for the fiscal 2023 second quarter ended April 30, 2023. Net revenue was $12.9 billion, down 21.7% year over year (down 18.0% in constant currency), from $16.5 billion in the prior-year period. GAAP diluted net EPS was $1.07, up from $0.94 a year earlier and above the previously provided outlook of $0.40 to $0.50. Non-GAAP diluted net EPS was $0.80, down from $1.08 and within the outlook of $0.73 to $0.83. The GAAP results were lifted by a $616 million tax adjustment in the quarter, which is excluded from non-GAAP earnings. By segment, Personal Systems net revenue was $8.2 billion, down 29% year over year, with a 5.4% operating margin, and Consumer PS units fell 34%. Printing net revenue was $4.7 billion, down 5%, with a 19.0% operating margin. Net cash provided by operating activities was $636 million and free cash flow was $0.5 billion. Gross cash was $1.9 billion at quarter end, and the company paid $0.3 billion in dividends. Accounts payable fell to $13.3 billion from $15.3 billion at October 31, 2022, and inventory was $7.2 billion. For the fiscal 2023 third quarter, HP estimates non-GAAP diluted net EPS of $0.81 to $0.91 and GAAP diluted net EPS of $0.61 to $0.71. For full fiscal 2023, it estimates non-GAAP diluted net EPS of $3.30 to $3.50, GAAP diluted net EPS of $2.91 to $3.11, and free cash flow of $3.0 to $3.5 billion.

May 30, 2023 8-K

Shareholder Matters

HP 8-K Report, Shareholder Vote Results (Apr 27, 2023)

HP Inc. (HPQ) reported the results of its 2023 Annual Meeting of Stockholders, held April 24, 2023, in this Item 5.07 Current Report filed April 27, 2023. Stockholders voted on five proposals outlined in the company's February 24, 2023 proxy statement, and all thirteen director nominees were elected. Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2023, with 797,495,197 votes for (94.1%) and 47,927,681 votes against. Stockholders approved the named executive officer compensation on an advisory basis, with 690,549,109 votes for (95.0%) and 33,990,331 against. They also approved, on an advisory basis, a frequency of 1 Year for future say-on-pay votes, receiving 706,437,314 votes (97.2%) compared with 926,054 for 2 Years and 17,465,538 for 3 Years. Stockholders did not approve the stockholder proposal regarding written consent. The proposal received 223,148,585 votes for (30.7%) and 500,287,447 against, with 3,547,205 abstentions and 120,611,486 broker non-votes.

Apr 27, 2023 8-K

HP 8-K Report, Financial Results (Feb 28, 2023)

HP Inc. furnished a news release (Exhibit 99.1) dated February 28, 2023, reporting results for its fiscal 2023 first quarter ended January 31, 2023. Net revenue was $13.8 billion, down 18.8% from the prior-year period (down 14.7% in constant currency). GAAP diluted net EPS was $0.49, versus $0.99 a year earlier and within the previously provided outlook of $0.47 to $0.57. Non-GAAP diluted net EPS was $0.75, versus $1.10, within the outlook of $0.70 to $0.80. The company's CEO, Enrique Lores, said HP delivered on its non-GAAP EPS target despite industry-wide headwinds and that the Future Ready plan announced last quarter is having an immediate impact on costs. Cash generation was weak in the quarter. Net cash used in operating activities was $(16) million and free cash flow was $(0.2) billion. HP returned $0.4 billion to shareholders through share repurchases and dividends, and exited the quarter with $1.8 billion in gross cash. Inventory was $7.3 billion, and accounts payable declined to $13.5 billion from $15.3 billion at October 31, 2022. Stockholders' deficit widened to $(3,730) million from $(2,918) million. By segment, Personal Systems net revenue was $9.2 billion, down 24% year over year, with a 5.4% operating margin. Printing net revenue was $4.6 billion, down 5%, with an 18.9% operating margin. For the fiscal 2023 second quarter, HP estimates GAAP diluted net EPS of $0.40 to $0.50 and non-GAAP diluted net EPS of $0.73 to $0.83. For full fiscal 2023, HP reaffirmed GAAP diluted net EPS of $2.22 to $2.62 and non-GAAP diluted net EPS of $3.20 to $3.60, and anticipates free cash flow of $3.0 to $3.5 billion.

Feb 28, 2023 8-K/A

Earnings & ResultsFinancial EventsRegulation FD+1

HP 8-K/A Report, Financial Results (Nov 25, 2022)

This Form 8-K/A from HP Inc. amends the Current Report the company filed on May 31, 2022 (the "Original Report"). The amendment was filed solely to correct an administrative error: Inline XBRL tagging had been inadvertently left off the cover page of the Original Report. The filing states that, apart from this correction, it does not modify or update any disclosure in the Original Report or its exhibits. The substantive content is under Item 2.02 (Results of Operations and Financial Condition). It reports that on May 31, 2022, HP Inc. issued a news release on its results of operations for the fiscal quarter ended April 30, 2022. That news release is attached as Exhibit 99.1 and incorporated by reference. The Item 2.02 disclosure is furnished, not filed, so it is not deemed filed under Section 18 of the Securities Exchange Act of 1934 or incorporated into other filings unless expressly referenced. For investors, the amendment itself carries no new financial information. The quarterly financial results, and any figures or commentary they contain, are in the May 31, 2022 news release referenced as Exhibit 99.1. This filing mainly confirms the Original Report's contents and adds the cover-page XBRL tagging.

Nov 25, 2022 8-K

HP 8-K Report, Financial Results (Nov 22, 2022)

HP Inc. filed this Form 8-K on November 22, 2022 to report results for its fiscal 2022 fourth quarter and full year ended October 31, 2022, announce a Future Ready Transformation plan, and disclose a 5% dividend increase. For fiscal 2022, GAAP diluted net EPS was $3.05, below the previously provided outlook of $3.46 to $3.56, while non-GAAP diluted net EPS was $4.08, within the outlook of $4.02 to $4.12. Net revenue was $63.0 billion, down 0.8% year over year, and the company generated $4.5 billion of net cash from operating activities and $3.9 billion of free cash flow. Fourth-quarter GAAP diluted net EPS was negligible, below the outlook of $0.44 to $0.54, due to one-time non-cash tax adjustments, while non-GAAP diluted net EPS was $0.85. Fourth-quarter net revenue was $14.8 billion, down 11.2% year over year. The Board approved a plan intended to enable digital transformation, portfolio optimization and operational efficiency, to be implemented through fiscal 2025. HP estimates annualized gross run rate savings of at least $1.4 billion by the end of fiscal 2025 and expects approximately $1.0 billion in restructuring and other charges, of which about $0.8 billion is expected to be cash expenditures. The plan involves workforce reductions of approximately 4,000 to 6,000 employees. The company also raised its planned quarterly dividend by 5% to $0.2625 per share, beginning with the first fiscal quarter of 2023. For fiscal 2023, HP estimates non-GAAP diluted net EPS of $3.20 to $3.60 and free cash flow of $3.0 to $3.5 billion.

Nov 22, 2022 8-K

HP 8-K Report, Corporate Update (Sep 7, 2022)

On September 1, 2022, HP Inc. completed the settlement of its exchange offer and consent solicitation for the outstanding notes of Plantronics, Inc. (Poly). Holders validly tendered and the Company accepted $491,116,000 aggregate principal amount of Poly Notes, representing 98.22% of the total outstanding principal amount. In exchange, HP issued $491,116,000 aggregate principal amount of new HP Notes under its Base Indenture dated June 17, 2020, as supplemented by a Second Supplemental Indenture dated September 1, 2022, with The Bank of New York Mellon Trust Company, N.A. as trustee. The Amendments to the Poly Indenture, for which the requisite consents were received on July 18, 2022 and which were executed by supplemental indenture on July 25, 2022, became operative upon settlement. The HP Notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons absent registration or an exemption. The terms of the HP Notes require HP to make an offer to purchase them at 101% of principal amount, plus accrued and unpaid interest, within 60 days following the closing of the acquisition of Poly. HP has also agreed to use commercially reasonable efforts to file and have declared effective a registered exchange offer for substantially identical notes and to consummate that exchange offer on or before the 366th day after September 1, 2022. For investors, the filing documents the assumption of Poly's debt through the exchange into HP obligations, along with a repurchase obligation tied to the closing of the Poly acquisition and a registration commitment. The filing does not describe the acquisition's broader financial effects beyond these note terms.

Sep 7, 2022 8-K

HP 8-K Report, Financial Results (Aug 30, 2022)

HP Inc. filed an 8-K under Item 2.02 (Results of Operations and Financial Condition) on August 30, 2022, attaching a news release with its fiscal 2022 third-quarter results for the quarter ended July 31, 2022. Net revenue was $14.7 billion, down 4.1% from the prior-year period (down 1.9% in constant currency). GAAP diluted net EPS was $1.08, up from $0.92 a year earlier and above the previously provided outlook of $0.91 to $0.96. Non-GAAP diluted net EPS was $1.04, up from $1.00 and within the outlook of $1.03 to $1.08. Management attributed the solid non-GAAP EPS growth to disciplined pricing and cost management, combined with momentum in key growth businesses. Cash generation was weaker. Net cash provided by operating activities was $0.4 billion, down from $1.1 billion a year earlier, and free cash flow was $0.3 billion, compared with $1.0 billion. HP returned $1.3 billion to shareholders through share repurchases and dividends, including $1.0 billion used to repurchase approximately 29.3 million shares. Gross cash at quarter-end was $5.4 billion. Long-term debt rose to $10,294 million at July 31, 2022, from $6,386 million at October 31, 2021, and the balance sheet showed a stockholders' deficit of $2,318 million. For the fourth quarter of fiscal 2022, HP estimates GAAP diluted net EPS of $0.44 to $0.54 and non-GAAP diluted net EPS of $0.79 to $0.89. These figures include a GAAP-only charge of approximately $0.27 per share for acquisition-related charges tied to Poly and an incremental approximate $0.05 headwind from Poly's debt-related expenses and other deal-related costs. For the full fiscal year 2022, HP estimates GAAP diluted net EPS of $3.46 to $3.56, non-GAAP diluted net EPS of $4.02 to $4.12, and free cash flow of $3.2 billion to $3.7 billion, including an approximately $0.3 billion headwind related to Poly acquisition costs.

Aug 30, 2022 8-K