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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

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RPC, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329 TO THE HOLDERS OF THE COMMON STOCK: P LEASE TAKE NOTICE that the 2026 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation (RPC or the Company), will be held at 2170 Piedmont Road NE, Atlanta, Georgia, on Tuesday, April 28, 2026, at 12:15 P.M., for the following purposes, as more fully described in the Proxy Statement accompanying this notice: 1. To elect ten Nominees for a one-year term (expiring in 2027) to the Board of Directors; 2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; 3. To hold a nonbinding vote on executive compensation as disclosed in these materials; and 4. To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting. | ​ ​ | RPC, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
|  | The Proxy Statement dated March 18, 2026, is attached. The Board of Directors has fixed the close of business on March 2, 2026, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. As permitted by the U.S. Securities and Exchange Commission rules, the Company is making the proxy materials relating to the Annual Meeting, including this Proxy Statement and the Company’s 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the Annual Report), available to our stockholders electronically via the Internet. On or about March 18, 2026, we mailed to our stockholders an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 28, 2026 (the Notice) containing instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. The Notice instructs you on how to access and review all important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice. I mportant Notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on April 28, 2026: The 2026 Proxy Statement and 2025 Annual Report on Form 10-K to security holders are available at https://web.viewproxy.com/RPC/2026. Voting can be completed in one of four ways:
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| ​ | Returning the Proxy Card by Mail | Via Telephone at 1-866-804-9616 | Online at https://AALvote.com/RES | Attending the meeting to vote In Person

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​ | By Order Of The Board Of Directors |
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​ | Michael L. Schmit
​ | Corporate Secretary
Atlanta, Georgia | ​
March 18, 2026 | ​

Whether or not you expect to attend the annual meeting, please sign, date and return the enclosed proxy card promptly. Alternatively, you may vote your proxy by telephone or over the Internet by following the instructions on your proxy card or Notice. If you decide to attend the meeting, you may, if you wish, revoke the proxy and vote your shares in person.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | ​
MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER | ​
SUSTAINABILITY AT RPC | ​
PROXY STATEMENT | 1
CAPITAL STOCK | 2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 4
DIRECTOR COMPENSATION | 12
INFORMATION REGARDING DIRECTOR NOMINEES | 14
PROPOSAL 1: ELECTION OF DIRECTORS | 19
AUDIT MATTERS | 20
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22
PROPOSAL 3: NONBINDING VOTE ON EXECUTIVE COMPENSATION | 23
EXECUTIVE OFFICERS | 24
COMPENSATION DISCUSSION AND ANALYSIS | 25
HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE REPORT | 37
EXECUTIVE COMPENSATION | 38
BENEFIT PLANS | 42
PAY RATIO DISCLOSURE | 44
PAY VERSUS PERFORMANCE | 45
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 48
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 51
STOCKHOLDER PROPOSALS AND BOARD NOMINATIONS | 52
EXPENSES OF SOLICITATION | 53
ANNUAL REPORT | 53
FORM 10-K | 53
OTHER MATTERS | 53
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS | 54

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MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

To our Stockholders,

On behalf of the Board of Directors, we are pleased to announce that we will hold our 2026 Annual Meeting of Stockholders on Tuesday, April 28, 2026, at 12:15 P.M.

In 2025, we generated solid cash flow while continuing to invest in technologies, products, and services. We deployed capital strategically to enhance our market position despite industry challenges. We remained focused on the controllable factors while positioning ourselves for long-term value creation.

Our corporate objective is to create long-term shareholder value by delivering best-in-class oilfield services while maintaining conservative financial discipline. We believe our execution has consistently aligned with that strategy.

Despite a challenging environment in 2025, RPC remained profitable and maintained a strong balance sheet with substantial liquidity. Revenues increased to $1.6 billion while diluted earnings per share (EPS) declined to $0.15 with intensifying competition across the businesses putting pressure on margins. That said, we still generated cash flow from operating activities of approximately $201 million, which we used to invest in our assets and pay consistent dividends to our stockholders. We ended 2025 with approximately $210 million in cash. We are actively exploring strategic growth opportunities to deploy capital and increase our scale, but we are doing so with the same rigor and economic discipline that has helped us achieve our strong financial position.

We launched several differentiated products and services in 2025 and are encouraged by initial feedback. These new products position RPC as an industry leader in innovation and service quality and strengthen our market positions. We encourage shareholders to learn more about these new offerings in our Annual Report.

We are proud of our consistent profitability and cash generation, despite market dynamics and industry headwinds. Our financial discipline has positioned us to continue pursuing strategic growth initiatives and capitalize on the investments made over the past year in our asset base and operational capabilities. We have launched several internal initiatives aimed at enhancing execution and expanding margins and we continue to allocate capital toward differentiated innovative products and service enhancements. Based on initial customer feedback, we expect increased adoption of many of these differentiated products and services in 2026. We are continuously evaluating acquisition opportunities to broaden and diversify our service offerings and scale. We remain focused on evaluating acquisitions to expand and enhance our platform and continue to assess opportunities through a return-based framework.

In closing, we want to recognize the hard-working people across our organization for demonstrating the resilience required to succeed in today’s competitive marketplace. We also thank our customers, for whom we work tirelessly to live up to our long reputation for delivering reliability, exceptional value, and overall outstanding service. Additionally, Jerry Nix, our Lead Director, has chosen not to stand for re-election at our April 2026 Stockholders Meeting, and we want to thank him for his many years of leadership, service, and support on our Board of Directors and various committees. Lastly, I want to express to all our stakeholders that we remain committed to the financial discipline and conservative approach that has been our hallmark for decades and the backbone of our longevity and success.

Sincerely,

Ben M. Palmer
President and Chief Executive Officer

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SUSTAINABILITY AT RPC

We are an oil and gas services company that provides a broad range of specialized oilfield services and equipment. RPC serves independent, as well as major oilfield companies, and oil and gas properties throughout the United States and in select international markets. We are highly regarded for our business ethics, fiscal management and our consistent focus on safety and the wellness of our employees. We consistently deliver high quality services to our customers, provide safe and rewarding work for our employees, and returns to shareholders throughout the many cycles and challenges of our sector.

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We have published the following formal policies:

| > | Climate Change;

| > | Water Stewardship;

| > | Human Capital Management;

| > | Environmental;

| > | Workplace Health and Safety; and

| > | Human Rights.

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The following Board committees provide periodic relevant guidance and oversight that support RPC’s ESG efforts in their respective areas as outlined below:

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| > | The Nominating and Corporate Governance Committee is responsible for monitoring our general ESG practices, policies, programs, and public disclosures.

| > | The Human Capital Management and Compensation Committee provides oversight of the development and management of our human capital management strategies and policies.

| > | The Audit Committee is responsible for oversight of our cybersecurity risk management program and ESG reporting disclosures and related internal controls.

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PROXY STATEMENT

We are furnishing the proxy materials to stockholders on or about March 18, 2026. The Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 28, 2026, Proxy Statement and the Annual Report on Form 10-K are available at https://web.viewproxy.com/RPC/2026.

The following information concerning the proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 28, 2026 is submitted by the Company to the stockholders in connection with the solicitation of proxies on behalf of the Company’s Board of Directors.

SOLICITATION OF AND POWER TO REVOKE PROXY

A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the Company will be voted in favor of the candidates for election to the Board of Directors, in favor of ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and in favor of the nonbinding proposal to approve executive compensation.

A stockholder executing and delivering a proxy has power to revoke the same and the authority thereby given at any time prior to the exercise of such authority, if they so elect, by contacting either proxy holder, by timely submitting a later dated proxy changing their vote, or by attending the meeting and voting in person. However, a beneficial stockholder who holds shares in street name must secure a proxy from their broker before they can attend the meeting and vote. All costs of solicitation have been, and will be, borne by the Company.

HOUSEHOLDING AND DELIVERY OF NOTICE OR PROXY MATERIALS

The Company has adopted the process called “householding” for any notice or proxy materials in order to reduce printing costs and postage fees. Householding means that stockholders who share the same last name and address will receive only one copy of the notice or proxy materials, unless we receive contrary instructions from any stockholder at that address. Stockholders of record who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the Notices of Internet Availability for all stockholders having that address. The Notice for each stockholder will include that stockholder’s unique control number needed to vote their shares. Each such stockholder which has requested paper copies of the proxy materials will continue to receive a separate proxy card.

If you prefer to receive multiple copies of the proxy materials at the same address, additional copies will be provided to you promptly upon written or oral request. If you are a stockholder of record, you may contact us by writing to the Company at 2801 Buford Highway NE, Suite 300, Atlanta, GA 30329 or by calling 404-321-2140. Eligible stockholders of record receiving multiple copies of the proxy materials can request householding by contacting the Company in the same manner.

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| 2026 ANNUAL PROXY STATEMENT
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CAPITAL STOCK

The outstanding capital stock of the Company on March 2, 2026 consisted of 221,639,269 shares of Common Stock, par value $0.10 per share. Holders of Common Stock are entitled to one vote (non-cumulative) for each director nominee, and one vote (non-cumulative) with respect to each other proposal to be voted on, with respect to each share of such stock registered in their respective names at the close of business on March 2, 2026, the record date for determining stockholders entitled to notice of, and to vote at, the meeting or any adjournment thereof.

A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. With respect to routine matters, if your shares are held through a broker and you do not instruct the broker on how to vote your shares, your broker may choose to leave your shares unvoted or to vote your shares on the routine matters. Proposal 2, with respect to the ratification of the auditor, is the only routine matter on the agenda at this year’s Annual Meeting. With respect to Proposals 1 and 3, without instructions, your broker cannot vote your shares, resulting in what are known as “broker non-votes.” Broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business.

In accordance with the General Corporation Law of the state of Delaware, the following votes are needed for approval of each proposal:

PROPOSAL | VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTION AND BROKER NON-VOTES
Proposal No. 1: The election of ten director nominees to serve as directors of the Company until our 2027 annual meeting of stockholders or until their successors are duly elected and qualified. | The election of each of the director nominees named herein will require the affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the election provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast for each nominee, with those nominees receiving the most votes being elected, and hence only votes for director nominees (and not abstentions or broker non-votes) are relevant to the outcome. In this case, the ten nominees receiving the most votes will be elected. Abstentions and broker non-votes will have no effect on the election of directors and will be disregarded.
Proposal No. 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote with respect to this proposal at the meeting is required to approve the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2026 provided that a quorum is present at the Annual Meeting. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on this proposal and will be disregarded.

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2026 ANNUAL PROXY STATEMENT |
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PROPOSAL | VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTION AND BROKER NON-VOTES
Proposal No. 3: To hold a nonbinding vote on executive compensation. | The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the meeting is required to approve the nonbinding shareholder resolution on executive compensation. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on this proposal and will be disregarded.

There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this Proxy Statement. It is expected that shares held of record and beneficially by officers and directors of the Company and their affiliates, which in the aggregate represent approximately 59% of the outstanding shares of Common Stock, will be voted for the nominees, for the ratification of the appointment of the Company’s independent registered public accounting firm and for the approval of the nonbinding shareholder resolution on executive compensation.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Company’s Board of Directors (Board) has an Audit Committee, Human Capital Management and Compensation Committee, Nominating and Corporate Governance Committee, and an Executive Committee (Committees). The Board has adopted written charters for certain of these Committees which are all available on our website at www.rpc.net under the section titled Governance.

Under our Corporate Governance Guidelines, directors are expected to attend all regular and special meetings of the Board and Board Committees upon which they serve. Directors are also expected to attend the Annual Stockholders Meeting. Each incumbent director attended at least 75% of the aggregate of all Board meetings and meetings of the Board Committees on which they served during 2025, and all members of the Board at the time attended last year’s Annual Stockholders Meeting.

The following table shows the current membership (M) and chairman (C) of the Board and each of the Board committees, the number of Board and Board committee meetings held in 2025, and actions taken by unanimous written consent in lieu of meetings:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Human Capital | ​ | Nominating and
​ | ​ ​ ​ | ​ | ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ | Management and | ​ ​ ​ | Corporate
​ | ​ | Board of | ​ | Audit | ​ | Executive | ​ | Compensation | ​ | Governance
Name | ​ | Directors | ​ | Committee | ​ | Committee | ​ | Committee | ​ | Committee
Richard A. Hubbell |  | C |  | ​ |  | C |  | ​ |  | ​
Susan R. Bell |  | M |  | M |  | ​ |  | ​ |  | ​
Patrick J. Gunning |  | M |  | C |  | ​ |  | M |  | M
Gary Kolstad |  | M |  | ​ |  | ​ |  | ​ |  | ​
Amy R. Kreisler | ​ | M | ​ | ​ | ​ | ​ | ​ | ​ | ​ | M
Stephen E. Lewis |  | M |  | ​ |  | ​ |  | ​ |  | ​
Jerry W. Nix (1) |  | M |  | M |  | ​ | ​ | C |  | C
Ben M. Palmer | ​ | M | ​ | ​ | ​ | M | ​ | ​ | ​ | ​
Timothy C. Rollins |  | M |  | ​ |  | ​ |  | ​ |  | M
John F. Wilson | ​ | M | ​ | M | ​ | ​ | ​ | M | ​ | M
Meetings Held |  | 6 |  | 6 |  | — |  | 4 |  | 4
Actions Taken by Written Consent |  | 2 |  | — |  | — |  | 1 |  | 1

(1) | Lead Independent Director

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Audit Committee

The Audit Committee of the Board of Directors currently consists of Patrick J. Gunning (Chairman), Susan R. Bell, Jerry W. Nix and John F. Wilson. For the year ended December 31, 2025, and through the Company's 2026 Annual Meeting of Stockholders to be held on April 28, 2026, Mr. Nix served, and will continue to serve, as a member of the Audit Committee. Mr. Nix has decided not to stand for re-election as a director in 2026, and Messrs. Kolstad and Lewis have been appointed to serve on the Audit Committee effectively following their re-election to the Board. The Audit Committee is responsible for, among other things:

| > | appointing the Company’s independent registered public accounting firm to audit the Company’s financial statements;

| > | assessing the independence and overseeing the performance of the Company’s independent registered public accounting firm;

| > | pre-approving all audit and all permissible non-audit services to be performed by the Company’s independent registered public accounting firm;

| > | discussing with the Company’s independent registered public accounting firm all matters required to be discussed under the standards of the Public Company Accounting Oversight Board (PCAOB), Securities and Exchange Commission (SEC) or other regulations;

| > | reviewing the Company’s financial statements and critical accounting policies and estimates;

| > | reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

| > | assessing the performance of the Company’s internal audit department;

| > | reviewing the Company’s insider trading and anti-corruption policies;

| > | overseeing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

| > | overseeing compliance with the Company’s Code of Business Conduct and Ethics.

The Board has determined that all of the members of the Audit Committee are independent as defined by the rules of the SEC and the New York Stock Exchange (NYSE). The Board has also determined that Patrick J. Gunning and Susan R. Bell of the Audit Committee are qualified as "Audit Committee Financial Experts” within the meaning of the rules of the SEC and that they have accounting or related financial management expertise within the meaning of the NYSE listing standards. In addition, the Board has determined that Messrs. Wilson, Lewis and Kolstad are "financially literate” within the meaning of and as required by the rules and regulations of the NYSE. The Board has also determined that Ms. Bell’s simultaneous service on the audit committees of four public companies will not impair her ability to effectively serve on the Company’s Audit Committee.

Human Capital Management and Compensation Committee

The Human Capital Management and Compensation Committee of the Board of Directors of the Company consists of Jerry W. Nix (Chairman), Patrick J. Gunning and John F. Wilson. For the year ended December 31, 2025, and through the Company's 2026 Annual Meeting of Stockholders to be held on April 28, 2026, Mr. Nix served, and will continue to serve, as Chairman of the Human Capital Management and Compensation Committee and has chosen not to stand for re-election in 2026. The Human Capital Management and Compensation Committee is responsible for, among other things:

| > | reviewing the Company’s executive compensation philosophy and strategy;

| > | reviewing and approving the corporate goals and objectives relevant to the compensation of the Company’s CEO and executive officers;

| > | evaluating the performance of the Company’s CEO and executive officers;

| > | reviewing the compensation of the Company’s Non-Employee Directors for service on the Board and its committees and recommending to the Board changes to their compensation program as appropriate;

| > | determining the stock ownership guidelines for the Company’s Non-Employee Directors, Executive Chairman, CEO, CFO, executive officers, and other key executives and monitoring compliance with such guidelines;

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| > | overseeing the development and management of the Company’s human capital management strategy and policies, including, but not limited to, those policies and strategies regarding diversity, equity and inclusion; and

| > | reviewing, approving and administering incentive compensation and equity compensation plans for executive officers and directors.

The Board has determined that all members of the Human Capital Management and Compensation Committee are independent as defined by the rules of the SEC and NYSE, without regard to NYSE independence rules applicable specifically to compensation committee members but which do not apply to the Company since it is a “controlled company” under NYSE rules. In addition, each member of our Human Capital Management and Compensation Committee is also a Non-Employee Director, as defined pursuant to Rule 16b-3 of the Exchange Act.

The Company is not required by law or by the NYSE rules to have a formal compensation committee charter since we are a controlled company as described below under the heading Director Independence and NYSE Requirements. However, we have established a written charter of the Human Capital Management and Compensation Committee to promote responsible corporate governance practices, and we currently intend to maintain the committee charter going forward. See section titled Compensation Discussion & Analysis—Compensation Setting Process for information regarding the Human Capital Management and Compensation Committee’s processes.

Human Capital Management and Compensation Committee Interlocks and Insider Participation

As noted above, the Board has determined that each member of the Human Capital Management and Compensation Committee is independent in accordance with the NYSE rules generally applicable to directors. The Human Capital Management and Compensation Committee consists of Messrs. Nix, Gunning and Wilson. None of these individuals is a current or former officer or employee of the Company or any of its subsidiaries. Related party transactions and the independence of the non-employee members of the Company’s Board are discussed in more detail under the following sections, Director Independence and NYSE Requirements, and Certain Relationships and Related Party Transactions, of this Proxy Statement. No executive officer of the Company has served as a director or member of the compensation committee or other board committee of another entity that had an executive officer who served on the Company’s Board or Human Capital Management and Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors of the Company consists of Jerry W. Nix (Chairman), Patrick J. Gunning, John F. Wilson, Timothy C. Rollins and Amy R. Kreisler. For the year ended December 31, 2025, and through the Company's 2026 Annual Meeting of Stockholders to be held on April 28, 2026, Mr. Nix served, and will continue to serve, as Chairman of the Nominating and Corporate Governance Committee and has chosen not to stand for re-election in 2026. The Nominating and Corporate Governance Committee is responsible for, among other things:

| > | determining the appropriate qualifications required for the members of the Board;

| > | recommending Board committee chairs and assignments;

| > | recommending to our Board nominees for director and to consider any nominations properly made by a stockholder, to make recommendations to our Board of Directors regarding the agenda for our Annual Meetings of Stockholders, and appropriate action to be taken in response to any stockholder proposals;

| > | conducting periodic reviews of the composition and size of the Board and its committees, as well as the frequency and procedures of Board meetings;

| > | overseeing compliance with key corporate governance policies, including the Company’s Corporate Governance Guidelines and Independence Guidelines;

| > | reviewing and approving related party transactions by a sub-committee of independent members;

| > | reviewing and monitoring the Company’s ESG practices, policies, programs and public disclosures; and

| > | reviewing and assessing the adequacy of the Company’s Code of Business Conduct and Ethics.

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The Company is not required by law or by the NYSE rules to have a nominating committee since we are a controlled company as described below under the heading Director Independence and NYSE Requirements. However, we have established a Nominating and Corporate Governance Committee and a written charter to promote responsible corporate governance practices. We currently intend to maintain the committee going forward, but as a controlled company, we rely upon the exemption from the requirement that we have a nominating committee comprised entirely of independent directors.

Director Nominations

Under Delaware law, there are no statutory criteria or qualifications for directors. No criteria or qualifications have been prescribed by the Board at this time. The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of director candidates. As such, there is no formal policy relative to diversity, although as noted below, it is one of many factors that the Nominating and Corporate Governance Committee has the discretion to factor into its decision making. This discretion would extend to how the Committee might define diversity in a particular instance – whether in terms of background, viewpoint, experience, education, race, gender, national origin or other considerations. The Committee acts under the guidance of the Corporate Governance Guidelines approved by the Board of Directors and posted on the Company’s website at www.rpc.net under the Governance section. The Board believes that it should preserve maximum flexibility in order to select directors with sound judgment and other desirable qualities. According to the Company’s Corporate Governance Guidelines, the Board of Directors is responsible for selecting nominees for election to the Board of Directors. The Board has delegated the screening process of director nominees for nomination to the Board and service on the committees of the Board to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of the then current makeup of the Board. This determination takes into account all factors which the Committee considers appropriate, such as independence, experience, strength of character, mature judgment, technical skills, diversity, age and the extent to which the individual would fill a present need on the Board. The Bylaws provide that nominations for the election of directors may be made by any stockholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires, with respect to nominations for directors for election at an annual meeting, that written notice be addressed to: The Corporate Secretary, RPC, Inc., 2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329, and received not less than 90 nor more than 130 days prior to the anniversary of the prior year’s annual meeting and set forth among other requirements specified in the Bylaws, the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other requirements related to the notice are contained in the Bylaws and stockholders are advised to carefully review those requirements to ensure that nominations comply with the Bylaws; stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also comply with SEC Rule 14a-19(b). The Committee will consider nominations from stockholders that satisfy these requirements.

All of the nominees for directors being voted upon at the Annual Meeting to be held on April 28, 2026, other than Wesley N. Slagle, are currently serving on the Board of Directors. Mr. Slagle was recommended to the Nominating and Corporate Governance Committee by the control group shareholders as a director candidate and has been nominated for election as a director by the Board of Directors. Mr. Slagle was nominated to fill the seat vacated by Mr. Nix choosing to not stand for re-election at the 2026 Annual Meeting of Stockholders. The Nominating and Governance Committee has concluded that Mr. Slagle is considered to be a non-independent director based on the RPC Independence Guidelines, NYSE and SEC guidelines. As a result, the size of our Board will remain comprised of ten members after the Annual Meeting of Stockholders.

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Board Leadership STRUCTURE

The Board believes the current leadership structure consisting of a separate Executive Chairman of the Board, Chief Executive Officer (CEO) and Lead Independent Director represents the appropriate structure for the Company at this time. Richard A. Hubbell is the Executive Chairman of the Board and sets the agendas for Board meetings in consultation with the CEO, Corporate Secretary, and other members of the Board, and presides over all Board meetings and the Annual Meeting of Stockholders. Ben M. Palmer is the President and Chief Executive Officer and sets the operational leadership and strategic direction of the Company. The Lead Independent Director serves as the liaison between the Executive Chairman, CEO and the independent directors, sets the agenda for and presides over the executive sessions of the non-employee and independent directors, consults with the Executive Chairman and CEO regarding information sent to the Board in connection with Board meetings and is available, if requested by the stockholders, when appropriate, for consultation and direct communication. For the year ended December 31, 2025 and through the Company's 2026 Annual Meeting of Stockholders to be held on April 28, 2026, Mr. Nix served and will continue to serve as the Lead Independent Director and has chosen not to stand for re-election in 2026. Effectively following re-election at the Annual Meeting, Mr. Gunning will serve as the Lead Independent Director.

Risk Oversight

Our Board of Directors provides oversight of the Company’s overall risk management practices. “Risk” is an extremely broad concept that extends to multiple functional areas and crosses multiple disciplines. As such, risk may be addressed from time to time by the full Board or by one or more of our Committees. Senior management is responsible for identifying and managing material risks that we face while insurable risks and litigation risks are handled primarily by the risk management department. Senior management provides the Board with a summary of insurance coverage annually and updates as deemed necessary. Liquidity risk, credit risk and risks associated with our credit facilities and cash management are handled primarily by our finance department which regularly provides a financial report to both the Audit Committee and to the full Board. Operational, business, regulatory and political risks are handled primarily by senior executive management which regularly provides various operational reports to, among others, the full Board, the Executive Committee and the Audit Committee.

Cybersecurity Risk Oversight

The Board has delegated its responsibility for oversight of the Company’s cybersecurity and information security framework and risk management to the Audit Committee. The Audit Committee receives information and updates at least quarterly and actively engages with senior leaders with respect to the effectiveness of the Company’s cybersecurity and information security framework, data privacy, and risk management. In addition, the Audit Committee receives reports summarizing threat detection and mitigation plans, audits of internal controls, training and certification, and other cyber priorities and initiatives, as well as timely updates from senior leaders on material incidents relating to information systems security, including cybersecurity incidents. The Audit Committee includes members with experience in risk management including cybersecurity.

RPC’s cybersecurity program is overseen by the Chief Information Officer (CIO) as well as several key members of RPC’s Enterprise Technology team. These key leaders collectively have over 50 years of experience in network security, cybersecurity and enterprise risk management. The Chief Executive Officer and CIO receive regular updates on cybersecurity matters, results of mitigation efforts related to existing risks and cybersecurity incident response and remediation. These leaders communicate closely with members of RPC’s Information Security Committee (ISC) which oversees the adopted CIS Control Framework, governs the Company’s information security programs and monitors the effectiveness of the Company’s cybersecurity and technology risk management practices. In addition, ISC provides oversight to align security strategies with business objectives. The Company also maintains business continuity and disaster recovery plans.

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Director Independence and NYSE Requirements

Controlled Company Exemption

The Company has elected to be treated as a “controlled company” as defined by NYSE Section 303A.00. This Section provides that a controlled company need not comply with the requirements of Sections 303A.01, 303A.04 and 303A.05 of the NYSE Listed Company Manual. Section 303A.01 requires that listed companies have a majority of independent directors. As a controlled company, this Section does not apply to the Company. Sections 303A.04 and 303A.05 require that listed companies have a nominating and corporate governance committee and a compensation committee, in each case composed entirely of independent directors, and that each of these committees must have a charter that addresses both the committee’s purpose and responsibilities and the need for an annual performance evaluation by the committee. While the Company has a Nominating and Corporate Governance committee and a Human Capital Management and Compensation committee, and each of these committees has a written charter that is available on the Company’s website, it is not required to and does not comply with all of the provisions of Sections 303A.04 and 303A.05. The Company is a “controlled company” because a group that includes Timothy C. Rollins and Amy R. Kreisler, each of whom is a director of the Company, and certain companies under their control, controls in excess of 50% of the Company’s voting power. This means that they have the ability to determine the outcome of the election of directors at the Company’s annual meetings and to determine the outcome of many significant corporate transactions, many of which only require the approval of a majority of the Company’s voting power. Such a concentration of voting power could also have the effect of delaying or preventing a third party from acquiring the Company at a premium.

The Company’s Audit Committee is composed of four “independent” directors as defined by the Company’s Corporate Governance Guidelines, the NYSE rules, the Exchange Act, SEC regulations thereunder, and the Company’s Audit Committee Charter. All of the members of the Human Capital Management and Compensation Committee, and a majority of the members of Nominating and Corporate Governance Committee are also “independent” directors, in accordance with the NYSE’s independence standards that apply to directors generally. The current independent directors of the Company are Jerry W. Nix, Susan R. Bell, Patrick J. Gunning, John F. Wilson, Stephen E. Lewis and Gary Kolstad. If elected, Wesley N. Slagle will be a non-independent director.

Independence Guidelines

Under NYSE listing standards, to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The NYSE standards set forth a nonexclusive list of relationships which are conclusively deemed material. The Company’s Independence Guidelines are posted on the Company’s website at www.rpc.net under the Governance section and include categorical standards for determining independence in specific situations.

Audit Committee Charter

Under the Company’s Audit Committee Charter, in accordance with NYSE listing requirements and the Securities Exchange Act of 1934, all members of the Audit Committee must be independent of management and the Company. A member of the Audit Committee is considered independent as long as he or she (i) does not accept any consulting, advisory, or compensatory fee from the Company, other than as a director or committee member; (ii) is not an affiliated person of the Company or its subsidiaries; and (iii) otherwise meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.

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Nonmaterial Relationships

After reviewing all of the relationships between the independent directors and the Company, the Board of Directors determined that none of the independent directors had any relationships that impaired their independence and discussed the following:

| > | Jerry W. Nix, Susan R. Bell, Patrick J. Gunning, John F. Wilson, Stephen E. Lewis and Gary Kolstad currently serve on the Board of Marine Products Corporation. Timothy C. Rollins and Amy R. Kreisler are directors of Marine Products Corporation and are part of a control group that has voting control over that company. Patrick J. Gunning and Susan R. Bell are directors of Rollins, Inc. John F. Wilson is the Executive Chairman of Rollins, Inc. Timothy C. Rollins and Amy R. Kreisler are part of a group that owns in excess of 35% of the outstanding common stock of Rollins, Inc. and are siblings.

As required by the Independence Guidelines and NYSE rules, the Board of Directors unanimously concluded that the above-listed relationships would not affect the independent judgment of the independent directors, based on their experience, character and independent means, and therefore do not preclude an independence determination. All the members of the Audit Committee are also independent under the heightened standards required for Audit Committee members. The Company’s non-management directors meet at regularly scheduled executive sessions, and the independent directors separately meet at least once annually, without management, in accordance with the NYSE Corporate Governance Listing Standards Mr. Jerry W. Nix, as Lead Independent Director, presided over the executive sessions held during 2025.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to formalize and promote better understanding of our policies and procedures. At least annually, the Board reviews these guidelines. As required by the rules of the NYSE, our Corporate Governance Guidelines require that our non-management directors meet in regularly scheduled executive sessions each year without management, and such meetings are currently required to occur at least twice annually.

At the Company’s website at www.rpc.net, under the Governance section, you may access a copy of the Company’s Corporate Governance Guidelines, Audit Committee Charter, Human Capital Management and Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Code of Business Conduct, Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy, and Independence Guidelines.

Code of Business Conduct

The Company has adopted a Code of Business Conduct applicable to all directors, officers and employees generally, as well as a Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy applicable to the principal executive officer, principal financial officer, and directors. Both Codes are available on the Company’s website at www.rpc.net under the Governance section.

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Director Communications

The Company also has a process for interested parties, including stockholders, to send communications to the Board of Directors, Lead Independent Director, any of the Board committees or the non-management or independent directors as a group. Such communications should be addressed as follows:

Mr. Patrick J. Gunning c/o Internal Audit Department RPC, Inc. 2801 Buford Highway NE, Suite 300 Atlanta, Georgia 30329

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The above instructions for communications with the directors are also posted on our website at www.rpc.net under the Governance section. All communications received from interested parties are forwarded to the Board of Directors. Any communication addressed solely to the Lead Independent Director or the non-management or independent directors will be forwarded directly to the appropriate addressee(s).

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Insider Trading Policy

We have adopted an Insider Trading Policy and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

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DIRECTOR COMPENSATION

Overview of the Non-Employee Director Compensation Program

Members of the Board who are not employees (Non-Employee Directors) receive compensation for their service. As RPC employees, Messrs. Hubbell and Palmer do not receive compensation for their service as Board members. The compensation program for our Non-Employee Directors is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. All Non-Employee Directors are also entitled to reimbursement of expenses for all services as a director, including reasonable travel expenses incurred in connection with required in-person attendance at board and committee meetings, committee participation or special assignments.

The Human Capital Management and Compensation Committee annually reviews each element and the total of our Non-Employee Director Compensation Program and periodically makes recommendations for any changes to the Board. There were no changes made to the Non-Employee Director Compensation Program for 2026.

2025 Annual Non-Employee Director Compensation Program

Cash and Equity Compensation

Under the Director Compensation Program in effect in 2025, our Non-Employee Directors received an annual cash retainer and an annual equity grant in the form of fully vested Company common shares under the Company’s 2024 Equity Stock Incentive Plan (SIP); Committee Chairs and members received additional annual cash retainers. All cash retainers are payable in equal quarterly installments in arrears. For each Non-Employee Director who is elected or appointed for the first time, the first quarterly installment of the annual cash retainers will be paid for the first quarter that ends on or after the date of his or her initial election or appointment, prorated based on service during the quarter. In addition, equity retainers are prorated to the Non-Employee Director who is elected to the Board after the grant date. The following table sets forth the 2025 Non-Employee Director Compensation Program:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | Annual | ​ ​ ​ | Annual | ​ ​ ​ | Annual | ​ ​ ​ | Committee
​ | ​ | Chair | ​ | Board Member | ​ | Equity | ​ | Member Annual
​ | ​ | Retainer | ​ | Cash Retainer | ​ | Retainer | ​ | Cash Retainer
Board/Committee | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
Board of Directors | ​ | — | ​ | 75,000 | ​ | 50,000 | ​ | —
Lead Independent Director | ​ | 10,000 | ​ | — | ​ | — | ​ | —
Audit Committee | ​ | 20,000 | ​ | — | ​ | — | ​ | 6,000
Human Capital Management and Compensation Committee | ​ | 10,000 | ​ | — | ​ | — | ​ | 3,000
Nominating and Corporate Governance Committee | ​ | 6,000 | ​ | — | ​ | — | ​ | 2,000

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2025 Director Compensation Table

The following table sets forth the compensation paid to our directors for services rendered as a director for the year ended December 31, 2025. Two of our directors, Richard A. Hubbell and Ben M. Palmer, are employees of the Company, and each of their employee compensation information is set forth in the Summary Compensation Table under the Executive Compensation section of this Proxy Statement. Directors that are Company employees do not receive any additional compensation for services rendered as a director.

All of the directors shown below have never been employed by the Company or paid a salary or bonus by the Company and do not participate in any Company-sponsored retirement plans.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | Fees Earned or | ​ ​ ​ | Stock | ​ ​ ​ | Option | ​ ​ ​ | ​
​ | ​ | Paid in Cash | ​ | Awards(1) | ​ | Awards | ​ | Total
Name | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
Susan R. Bell |  | 81,000 |  | 50,000 |  | — |  | 131,000
Patrick J. Gunning |  | 100,000 |  | 50,000 |  | — |  | 150,000
Gary Kolstad(2) |  | 34,851 |  | 39,400 |  | — |  | 74,251
Amy R. Kreisler |  | 77,000 |  | 50,000 |  | — |  | 127,000
Stephen E. Lewis |  | 51,923 |  | 50,000 |  | — |  | 101,923
Jerry W. Nix |  | 107,000 |  | 50,000 |  | — |  | 157,000
Gary W. Rollins(3) | ​ | 23,283 | ​ | — | ​ | — | ​ | 23,283
Pamela R. Rollins(3) | ​ | 23,283 | ​ | — | ​ | — | ​ | 23,283
Timothy C. Rollins |  | 77,000 |  | 50,000 |  | — |  | 127,000
John F. Wilson |  | 86,000 |  | 50,000 |  | — |  | 136,000

(1) | All stock awards are fully vested at grant.

(2) | Prorated based on date of appointment.

(3) | Partial year of service. Did not stand for re-election at the April 22, 2025 Annual Stockholders’ meeting.

Non-Employee Director Stock Ownership Guidelines

Under Stock Ownership Guidelines, Non-Employee Directors are required to beneficially own, within five years of their appointment to the Board, common stock of the Company equal to at least three times the annual equity retainer. Non-Employee Directors are prohibited from selling Company stock granted to such director by the Company for a period of one year from the date of such grant and until such director is in compliance with their ownership requirement under these Stock Ownership Guidelines.

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INFORMATION REGARDING DIRECTOR NOMINEES

The following table sets forth the names, ages as of March 2, 2026, and certain other information for each of the nominees for election as a director at the 2026 Annual Meeting to serve a one-year term. All of our current directors have terms expiring at the 2026 Annual Meeting of Stockholders, and all directors elected at the Annual Meeting are standing for re-election for a term of one year or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

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Name | ​ | Age | ​ | Director Since | ​ | Independent
DIRECTOR NOMINEES: | ​ | ​ | ​ | ​ | ​ | ​
Richard A. Hubbell |  | 81 | ​ | 1987 |  | û
Amy R. Kreisler | ​ | 56 | ​ | 2016 | ​ | û
Patrick J. Gunning |  | 66 | ​ | 2021 |  | ü
Susan R. Bell |  | 63 | ​ | 2021 |  | ü
Ben M. Palmer |  | 65 | ​ | 2022 |  | û
John F. Wilson | ​ | 68 | ​ | 2022 | ​ | ü
Timothy C. Rollins |  | 63 | ​ | 2022 |  | û
Stephen E. Lewis | ​ | 59 | ​ | 2025 | ​ | ü
Gary A. Kolstad | ​ | 67 | ​ | 2025 | ​ | ü
Wesley N. Slagle | ​ | 46 | ​ | Nominated on February 27, 2026 | ​ | û

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Key Attributes, Experience and Skills of Director Nominees

Director Nominees

Richard A. Hubbell
| Executive Chairman of the Board ​ Non-Independent Member of the Board of Directors Chairman of the Executive Committee ​
Richard A. Hubbell has been Executive Chairman of the Board since 2022. Prior to that, he served as a Director, the Company’s President since 1987 and its Chief Executive Officer since 2003. This experience has given Mr. Hubbell extensive knowledge of the Company’s business and industry. He is also the Executive Chairman of the Board of Directors at Marine Products Corporation and previously served as its President and Chief Executive Officer since 2001. Previously, he was Executive Vice President of Rollins Communications, Inc., a media company. He joined Rollins, Inc. in 1970. Mr. Hubbell received a Bachelor of Arts in Economics from Westminster College.

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Amy R. Kreisler
| Executive Director, The O. Wayne Rollins Foundation ​ Non-Independent Member of the Board of Directors Member of the Nominating and Corporate Governance Committee
Amy R. Kreisler has served as a Director of RPC, Inc. since 2016. Ms. Kreisler is a Vice President at LOR, Inc., a private family investment company. She is the Executive Director of The O. Wayne Rollins Foundation and a Trustee of The Ma-Ran Foundation. In each of these roles, she oversees grant-making activities and directs the administration of foundation assets. She is also a member of The Lovett School Board of Trustees, serving on their Executive Committee and Endowment Committee. She is a board member of The Shepherd Center Foundation. Ms. Kreisler brings both legal and business experience to the Board. She is a long-standing member of the Rollins School of Public Health’s Dean’s Council and a former Board member of the Emory University Board of Visitors. Ms. Kreisler is currently a member of the Board of Directors at Marine Products Corporation. Ms. Kreisler is a former attorney of the law firm Arnall Golden Gregory LLP. She holds an English Degree from Hollins University and a Law Degree from The College of William and Mary Law School. Ms. Kreisler is the sister of Timothy C. Rollins.

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Patrick J. Gunning
| Former Chief Financial Officer at The Woodruff Arts Center Retired Partner, Ernst & Young LLP ​ Lead Independent Member of the Board of Directors , Effective Immediately Following the 2026 Annual Meeting Chairman of the Audit Committee Member of the Nominating and Corporate Governance Committee Member of the Human Capital Management and Compensation Committee
Patrick J. Gunning has served as a Director of RPC, Inc. since 2021. Mr. Gunning brings extensive risk oversight, financial and strategic experience to our Board of Directors. Mr. Gunning retired as a Partner from Ernst & Young LLP in June 2020, a role he had held since May 2002, after a 39-year career in public accounting. Mr. Gunning held multiple leadership roles at Ernst & Young LLP including Southeast Region Leader of the Financial Accounting Advisory Services practice, Southeast Area Industry Leader of the Retail and Consumer Products practice, and lead audit partner for numerous publicly traded and privately owned companies. Prior to joining Ernst & Young LLP, Mr. Gunning worked at Arthur Andersen LLP from 1981 to 2002, where he served as a partner, lead audit partner and Assurance Division Leader. Mr. Gunning also served as the Chief Financial Officer of the Woodruff Arts Center, a non-profit organization, from 2020 to 2022. Mr. Gunning currently serves on the Boards of Directors at Marine Products Corporation and Rollins, Inc., roles he has held since 2021. Mr. Gunning received a Bachelor of Business Administration in Accountancy from the University of Notre Dame and is a Certified Public Accountant in the state of Georgia.

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Susan R. Bell
| Retired Partner, Ernst & Young LLP ​ Independent Member of the Board of Directors Member of the Audit Committee
Susan R. Bell has served as a Director of RPC, Inc. since 2021. Ms. Bell brings extensive risk oversight, financial and strategic experience to our Board of Directors. Ms. Bell retired as Partner from Ernst & Young LLP in 2020 after a 36-year career in public accounting. At Ernst & Young LLP, Ms. Bell served as both an audit and advisory partner, led the Southeast Risk Advisory practice and served as the Atlanta Office Managing Partner. Prior to working at Ernst & Young LLP, Ms. Bell started her career at Arthur Andersen LLP in 1984 where she served as an audit partner from 1996 to 2002. Ms. Bell currently serves as a member of the Board of Directors at Marine Products Corporation, Rollins, Inc. and First Advantage Corporation. She also serves on the Board compensation committee of First Advantage Corporation and the Board audit committee of Marine Products Corporation, and chairs the audit committees of Rollins, Inc. and First Advantage Corporation. Ms. Bell graduated summa cum laude from Mississippi State University with a Bachelor of Professional Accountancy and is a Certified Public Accountant in the states of Georgia and Tennessee.

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Ben M. Palmer
| President and Chief Executive Officer ​ Non-Independent Member of the Board of Directors Member of the Executive Committee ​
Ben M. Palmer has served as a Director of RPC, Inc. since 2022. Mr. Palmer has been serving as President and Chief Executive Officer of the Company since 2022. Previously, he served as Vice President, Chief Financial Officer, and Treasurer of the Company beginning in 1996 and also Corporate Secretary from 2018 to 2022. This experience has given Mr. Palmer extensive knowledge of the Company’s business and industry. He is also the President and Chief Executive Officer of Marine Products Corporation and previously served as its Vice President, Chief Financial Officer, Treasurer and Corporate Secretary. Mr. Palmer is currently a member of the Board of Directors at Marine Products Corporation. Prior to joining RPC, Inc., he served for three years as the CFO of EQ Services, a commercial mortgage and asset management subsidiary of The Equitable Companies. Prior to that, he spent ten years with Arthur Andersen LLP in its audit and business advisory services division. Mr. Palmer has a Bachelor of Science in Business Administration from Auburn University.

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John F. Wilson
| Executive Chairman of the Board, Rollins, Inc. ​ Independent Member of the Board of Directors Member of the Audit Committee Member of the Nominating and Corporate Governance Committee Member of the Human Capital Management and Compensation Committee
John F. Wilson has served as a Director of RPC, Inc. since 2022. Mr. Wilson currently serves as the Executive Chairman of the Board of Rollins, Inc., a position he has held beginning January 1, 2025. He has served in the following roles on that company Board: as Vice-Chairman from 2020 to 2024, and as a Director since 2013. He previously served as President and Chief Operating Officer of Rollins, Inc. from 2013 to 2020, Vice President of Rollins, Inc. from 2011 to 2013, and as President of Orkin, LLC, from 2009 to 2013. Mr. Wilson’s experience at Rollins has provided him with significant business management and public company expertise. He also serves as Vice Chairman of the Professional Pest Management Association and as a member of The Carter Center Board of Councilors, positions he has held since 2011 and 2015, respectively. Mr. Wilson is currently a member of the Board of Directors at Marine Products Corporation.

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Timothy C. Rollins
| Vice President, LOR, Inc. ​ Non-Independent Member of the Board of Directors Member of the Nominating and Corporate Governance Committee
Timothy C. Rollins has served as a Director of RPC, Inc. since 2022. Mr. Rollins is a Vice President of LOR, Inc., a private family investment company, where he manages the firm’s investment portfolio and cattle operations. In this role, Mr. Rollins also leads the Executive Team of Operations and is responsible for approving major capital expenditures. He brings extensive management and financial expertise to the Board. Mr. Rollins is a Trustee of Emory University, the Woodruff Health Sciences Center, the O. Wayne Rollins Foundation, and the Ma-Ran Foundation. He also serves on the Board of Directors of Marine Products Corporation and has been nominated for election to the Board of Directors of Rollins, Inc. Mr. Rollins holds a Bachelor of Science in Business Administration from Boston University. Mr. Rollins is the brother of Amy R. Kreisler.

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Stephen E. Lewis
| Former Chair & CEO and Retired Partner, Troutman Pepper ​ Independent Member of the Board of Directors Member of the Audit Committee, effective immediately following the 2026 Annual Meeting
Stephen E. Lewis served as the Chair and Chief Executive Officer of Troutman Pepper from 2020 through 2023, having previously served as the Managing Partner and CEO of predecessor firm Troutman Sanders from 2016 to 2020. Mr. Lewis retired from Troutman Pepper at the end of 2024. Mr. Lewis has expertise in the professional and business services, real estate, manufacturing, transportation and logistics, and retail industries and has international business experience. Mr. Lewis was recently appointed to the board of directors at Piedmont Office Realty Trust, Inc., a real estate investment trust. He currently serves on the Board of Directors and Nominating Committee of the UNC School of Law Alumni Association. He previously served on the Executive Committee and the Finance Committee of the Metro Atlanta Chamber of Commerce, as the Chair of the Board of Trustees of Leadership Atlanta; on the Executive Committee of Junior Achievement of Georgia; on the Board of Visitors of the University of North Carolina at Chapel Hill; and on the Board of Directors of the Metro Atlanta YMCA. Mr. Lewis received a BS in Business Administration (Accounting Concentration) and a JD from the University of North Carolina at Chapel Hill. He has been a member of the Georgia Bar since 1991.

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Gary Kolstad
| Private Investor ​ Independent Member of the Board Member of the Audit Committee, effective immediately following the 2026 Annual Meeting
Gary Kolstad serves as the Chairman and Co-Founder of Morpheus LLC from 2020 to the present. Additionally, Mr. Kolstad serves as the Chairman and CEO of Accuscribe from 2021 to the present. Prior to that, he was the CEO of CARBO Ceramics for 14 years. Mr. Kolstad spent 21 years at Schlumberger in senior manager roles and has vast experience in the Oil & Gas industry globally. He has expertise in entrepreneurs and start-ups with business incubation and market expansions in relation to technology. He previously volunteered as the CEO of the Montana Technological University foundation during 2022. Mr. Kolstad earned a BS in petroleum engineering from Montana Tech complemented by studies in Psychology and Engineering at Montana State University-Bozeman.

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Wesley N. Slagle
| President, RFA Management Company, LLC ​ Non-Independent Member of the Board
Wesley N. Slagle has served as the President of RFA Management Company LLC, the multi-generational Rollins family office from March 2022 to the present. In addition, he has served as the Secretary of LOR, Inc., a private family investment company from March 2022 to the present. Previously, Mr. Slagle held multiple positions at Goldman Sachs from 2014 to 2022 including Managing Director and Mid-Atlantic Region Head of the firm’s Private Wealth Management division. Mr. Slagle brings capital allocation, strategic planning, and meaningful investment experience at both public and private companies to the Board. Prior to his time at Goldman Sachs, Mr. Slagle worked in various roles at AllianceBernstein, GE Energy and the US Navy, where he served as an officer onboard a nuclear-powered fast attack submarine. Mr. Slagle received a BS in systems engineering from the United States Naval Academy and an MBA from Emory University.

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PROPOSAL 1: ELECTION OF DIRECTORS

Overview

Our Board of Directors is currently composed of ten members. After a long service on the Board, Jerry Nix has chosen not to stand for re-election. The Board has nominated Wesley N. Slagle to stand for election, and the Board will continue to be comprised of ten members after the 2026 Annual Meeting of Stockholders. At the Annual Meeting all directors will be elected for a one-year term. Each director’s term continues until the next election, or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Nominees

At the Annual Meeting, all directors will be nominated to serve for a one-year term. The nominees for election at the 2026 Annual Meeting are currently directors of the Company with the exception of Wesley N. Slagle who was nominated by the Board on February 27, 2026, to stand for election. Unless authority is withheld, the proxy holders will vote for the election of each nominee named above as a director. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the present Board of Directors and recommended by the Nominating and Corporate Governance Committee to fill such vacancy.

Our Board of Directors recommends a vote FOR each of the Director Nominees above.

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AUDIT MATTERS

Report of the Audit Committee

Management is responsible for the Company’s system of internal control over financial reporting, the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States, and the financial reporting process, including management’s assessment of Internal Control over Financial Reporting (ICFR).

The Company’s independent registered public accounting firm is responsible for performing an integrated independent audit of the Company’s consolidated financial statements and management reports on ICFR in accordance with the standards of the PCAOB and for issuing reports thereon. The Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to plan or conduct audits, nor is it the Audit Committee’s responsibility to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management. The Audit Committee presently consists of four independent directors, all of whom are considered financially literate under NYSE rules.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2025, the Audit Committee:

| > | Approved the engagement and terms of service of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2025;

| > | Reviewed with management and the Company’s independent registered public accounting firm, the interim financial information included in the Company’s Forms 10-Q prior to their being filed with the SEC, as well as the financial information in each quarterly earnings release;

| > | Reviewed and discussed with the Company’s management (including internal audit) and the Company’s independent registered public accounting firm, the audited consolidated financial statements of the Company as of December 31, 2025 and 2024 and for the three years ended December 31, 2025 and the related ICFR;

| > | Discussed with the Company’s independent registered public accounting firm matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and

| > | Received from the Company’s independent registered public accounting firm the written disclosures and the letter in accordance with the requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence and discussed with such firm its independence from the Company.

Based upon the review and discussions referred to previously, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company and subsidiaries as of December 31, 2025 and for the year then ended be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America; and (ii) the reports of the Company’s independent registered public accounting firm with respect to such financial statements and related internal controls.

Respectfully submitted by the Audit Committee of the Board of Directors

Patrick J. Gunning, Chairman

Susan R. Bell

Jerry W. Nix

John F. Wilson

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This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of, or incorporated by reference by any general statement incorporating by reference this proxy statement into, any filing under the Securities Act of 1933, as amended (the Securities Act), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Independent Registered Public Accounting Firm

Principal Auditor

Grant Thornton LLP served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024.

The Audit Committee has appointed Grant Thornton LLP as RPC, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Grant Thornton LLP has served as the Company’s independent auditors since 2004 and is considered by management to be well qualified. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, and they will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. See section titled Proposal No 2—Ratification of Appointment of Independent Registered Public Accounting Firm.

Aggregate fees billed by the Company’s independent registered public accounting firm are set forth below:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | 2025 | ​ ​ ​ | 2024
Audit fees(1) | ​ | $ | 1,409,000 | ​ | $ | 1,247,100
Audit related fees | ​ |  | — | ​ |  | —
Tax fees | ​ |  | — | ​ |  | —
All other fees | ​ |  | — | ​ |  | —

(1) | Audit fees represent fees for professional services provided in connection with the integrated audit of our financial statements, including internal controls over financial reporting, review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.

Pre-approval of Services

All of the services described above were pre-approved by the Company’s Audit Committee. The Audit Committee has determined that the payments made to its independent registered public accounting firm for these services are compatible with maintaining such auditors’ independence. A majority of the hours expended on the principal accountant’s engagement to audit the financial statements of the Company for the years 2025 and 2024 were attributable to work performed by full-time, permanent employees of the principal accountant. The Audit Committee has no pre-approval policies or procedures other than as set forth below.

The Audit Committee is directly responsible for the appointment and termination, compensation, and oversight of the work of the independent registered public accounting firm, including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting. The Audit Committee is responsible for pre-approving all audit and non-audit services provided by the independent public accountants and ensuring that they are not engaged to perform the specific non-audit services proscribed by law or regulation. The Audit Committee has delegated pre-approval authority to the Chairman, and the Chairman may further delegate approval authority to another member of the Committee from time to time. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Overview

The Audit Committee of the Board of Directors has appointed Grant Thornton LLP as the Company’s independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2026. Grant Thornton has served as our independent registered public accounting firm since 2004.

During fiscal 2025, Grant Thornton LLP served as our independent registered public accounting firm. Representatives of Grant Thornton LLP are expected to attend the Annual Meeting and will have the opportunity to respond to appropriate questions and, if they desire, to make a statement.

See Audit Matters—Independent Public Registered Accounting Firm for additional information regarding Grant Thornton and fees paid to them in 2025 and 2024.

Although we are not required to seek ratification of this appointment, the Audit Committee and the Board of Directors believes it is appropriate to do so. If stockholders do not ratify the appointment of Grant Thornton LLP, the current appointment will stand, but the Audit Committee will consider that stockholder action in determining whether to retain Grant Thornton LLP as our independent registered public accounting firm for future fiscal years.

Our Board of Directors recommends a vote FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

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PROPOSAL 3: NONBINDING VOTE ON EXECUTIVE COMPENSATION

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), our Board of Directors is submitting a Say-on-Pay proposal for stockholder consideration. While the vote on executive compensation is nonbinding and solely advisory in nature, our Board of Directors and the Human Capital Management and Compensation Committee value the opinion of our stockholders and will review the voting results and seek to determine the causes of any significant negative voting result to better understand issues and concerns not previously presented. Stockholders who want to communicate with the Board of Directors or management should refer to the Director Communications section of this Proxy Statement for additional information.

Executive compensation is an important matter for our stockholders. The core of our executive compensation philosophy and practice continues to be pay for performance. Our executive officers are compensated in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is strongly aligned with the long-term interests of our stockholders. Compensation of our executive officers is designed to enable us to attract and retain talented and experienced senior executives to lead us successfully in a competitive environment.

Our named executive officers are identified in the section titled Executive Compensation including the Compensation Discussion and Analysis (CD&A) of this Proxy Statement. The CD&A section of this proxy statement provides additional details on our executive compensation, including our compensation philosophy and objectives and the fiscal 2025 compensation of the named executive officers.

We are asking stockholders to vote on the following resolution:

"Resolved, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and narrative disclosures).”

As indicated above, the stockholder vote on this resolution will not be binding on us or the Board of Directors and will not be construed as overruling any decision by us or the Board. The vote will not be construed to create or imply any change to our fiduciary duties or those of the Board, or to create or imply any additional fiduciary duties for us or the Board.

The affirmative vote of a majority of the shares of our common stock present or represented by proxy and voting at the Annual Meeting is required for approval of this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Currently, we hold stockholder advisory votes on executive compensation every three years, and the next such vote after this years’ vote is currently scheduled to occur in 2029.

Our Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure.

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EXECUTIVE OFFICERS

The following narrative summarizes the business experience over at least the last five years of our current executive officers, other than Messrs. Palmer and Hubbell whose business experience is described above in the section titled Information Regarding Director Nominees of this Proxy Statement.

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Michael L. Schmit
| Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
Michael L. Schmit has been Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of the Company since 2022. Mr. Schmit has also served as the Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of Marine Products Corporation since 2022. Previously, he served as Chief Accounting Officer at Schweitzer-Mauduit International, Inc., a global performance materials engineering and manufacturing company, since 2019. In addition, he served as the Chief Accounting Officer and Controller of Chart Industries, Inc., a global manufacturer of highly engineered equipment servicing the clean energy and industrial gas markets in 2019 and 2018 and as Corporate Controller in 2017. Earlier in his career, Mr. Schmit worked for other public and private companies, including Georgia-Pacific, LLC, in various financial and risk management roles. He also worked in public accounting with Ernst & Young, both in the U.S. and Australia. Mr. Schmit holds a B.S. in Business Administration from the University of Nebraska with a major in accounting and holds a CPA certification as well as several other related professional designations.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program and provides an overview of how the Human Capital Management and Compensation Committee made compensation decisions in 2025 for each of our Named Executive Officers (NEOs) which consist of our Principal Executive Officer, our Principal Financial Officer and our Executive Chairman of the Board who were serving in such capacities in fiscal 2025. For a complete understanding of the executive compensation program, this disclosure should be read in conjunction with the Summary Compensation Table and other executive compensation-related disclosures included in this Proxy Statement.

In fiscal year 2025, our Named Executive Officers were:

Named Executive Officer | ​ ​ ​ | Position with the Company in 2025
Ben M. Palmer |  | President and Chief Executive Officer
Michael L. Schmit |  | Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
Richard A. Hubbell | ​ | Executive Chairman of the Board

Executive Summary

Fiscal Year 2025 Financial Highlights

| > | Revenues increased 15% compared to the prior year to $1.6 billion primarily due to the Pintail Completions acquisition which closed April 1, 2025.

| > | Net income was $32.1 million, down 65% compared to the prior year, and EPS was $0.15; Net income margin decreased 450 basis points compared to the prior year to 2.0%.

| > | Adjusted EBITDA* was $232.7 million, essentially unchanged from the prior year; Adjusted EBITDA margin* decreased 220 basis points sequentially to 14.3%.

| > | Net cash from operating activities was $201.3 million; free cash flow* was $52.9 million.

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* See sections titled How we Evaluate our Operations and Non-GAAP Financial Measures under Item 7 of the RPC 10-K for the year ended December 31, 2025, filed on February 27, 2026, for a discussion of the usefulness of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures.

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Executive Compensation Practices and Governance Policies

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What We Do | ​ | What We Don’t Do
✓ | Pay for Performance Majority of total compensation awarded to our Named Executive Officers is directly linked to the Company’s financial performance. | ​ | x | No Tax Gross-Ups Our Named Executive Officers are not entitled to tax gross-ups under any of our compensation programs or policies.
✓ | Align the Interests of Executives with those of Our Stockholders Equity compensation represents a significant portion of our Named Executive Officers’ total compensation. | ​ | x | No Hedging or Pledging Under our Insider Trading Policy, we prohibit our employees, including our Named Executive Officers and the members of our Board of Directors, from hedging or pledging our securities.
✓ | Stock Ownership Guidelines We maintain strong stock ownership requirements for our Directors and executive officers. | ​ | x | No Employment Contracts There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of severance or compensation, including incentive or bonus payments, other than annual restricted stock grant agreements.
✓ | Independent Compensation Committee Our Human Capital Management and Compensation Committee is composed solely of independent Directors. | ​ | ​ | ​

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RPC Goals | How Goal was Reinforced in Our 2025 Compensation Program
Generate strong financial performance and returns for our stockholders | Ø Most of the executive compensation was delivered in the form of Annual Cash Incentives and Long-Term Incentive Compensation which align with stockholder interests. Ø Our 2025 Annual Incentive Compensation was based on OCF, a non-GAAP measure, as the primary performance metric. See section titled Annual Incentive Compensation of this report for schedule showing computation of OCF. Ø Our Long-Term Incentive Compensation incentivizes the creation of stockholder value through the grant of equity compensation including the use of absolute and relative Total Shareholder Return (TSR) performance goals for a portion of the Performance Share Unit awards (PSU).
Attract and retain highly qualified individuals, with a strong emphasis on teams working together to capitalize on opportunities and solve problems | Ø We did not target a specific market percentile for executive compensation. Instead, executive compensation was set based on a holistic review of several factors, including market pay levels, individual performance and qualifications, and executive tenure. Ø Our Annual and Long-Term Incentive programs generally reward company-wide results rather than performance against individual objectives. Ø Our named executives’ compensation includes Long-Term Incentives that vest over a multi-year period to encourage their retention.

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General Compensation Objectives and Guidelines

The Company is engaged in a highly competitive industry. The success of the Company depends on our ability to attract and retain highly qualified and motivated executives. In order to accomplish this objective, we have endeavored to structure our executive compensation program in a fashion that gives our Human Capital Management and Compensation Committee the flexibility to take into account our operating performance and the individual performance of our executive officers.

The Human Capital Management and Compensation Committee endorses the philosophy that executive compensation should reflect Company performance and the contribution of executive officers to that performance. Our compensation policy is designed to achieve three fundamental objectives:

| > | attract and retain qualified executives;

| > | motivate performance to achieve Company objectives; and

| > | align the interests of our executives with the long-term interests of the Company’s stockholders.

The Human Capital Management and Compensation Committee recognizes that there are many intangibles involved in evaluating performance and in motivating performance, and that determining an appropriate compensation level is a highly subjective endeavor. The analysis of the Committee is not based upon a structured formula and the objectives referred to above are not weighted in any formal manner. During the year, none of the executive officers made recommendations or otherwise contributed input on their own compensation levels.

The Company’s executive officers are also executive officers of Marine Products Corporation (Marine Products) and receive compensation directly from Marine Products. The members of the Company’s Human Capital Management and Compensation Committee also constitute the Human Capital Management and Compensation Committee of Marine Products. In determining the compensation for the executive officers of the Company, the Committee considers these dual responsibilities and sources of compensation. The Company sets compensation of its executives at such levels so that the aggregate compensation received from both Marine Products and the Company is reasonable in light of their respective responsibilities and the performance of both companies, and so that the compensation from the Company for services solely to the Company is reasonable. A discussion of the Company’s executive officers’ compensation for 2025 at Marine Products will be contained in its Form 10-K/A filed with the SEC. On February 5, 2026, Marine Products entered into an Agreement and Plan of Merger (the Merger Agreement) with MasterCraft Boat Holdings, Inc., a Delaware corporation (MasterCraft), and two of its wholly owned subsidiaries. The Merger Agreement contemplates a 2-step merger (the Proposed Merger) following which the Marine Products business will operate as a subsidiary of MasterCraft. Following the closing of the Proposed Merger, the Company’s executive officers will not be employed by, or receive compensation from, Marine Products or MasterCraft. As a result, their total compensation will be materially reduced. The Committee intends to evaluate the compensation of each executive officer in connection with the closing of the Proposed Merger, and may make adjustments at that time or in the future; however, the Committee has not at this time determined whether or not any such adjustments will be made, or if so, the timing or the magnitude of any such adjustments.

Pursuant to our compensation philosophy, the total annual compensation of our executive officers is primarily made up of one or more of the following three core elements:

| > | base salary (fixed compensation);

| > | annual performance-based cash incentive compensation (cash incentive); and

| > | grants of stock-based awards such as restricted stock awards and performance share units (equity incentive).

In addition, we also provide retirement compensation plans, group welfare benefits and certain perquisites.

We believe (i) a competitive base salary is important to attract, retain and motivate our top executives; (ii) annual performance-based incentive compensation is valuable in recognizing and rewarding individual achievement towards the achievement of company-wide results; and (iii) equity-based compensation makes executives “think like owners” and, therefore, aligns their interests with those of our stockholders. Beginning in 2023, we included PSUs with three-year performance conditions in the equity incentive component, which we believe further aligns NEO compensation with sustained long-term value creation and enhances executive retention by requiring attainment of performance goals over multiple years.

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Fiscal 2025 Named Executive Officer Compensation Details

The table below reflects the approximate general distribution of the three core elements of NEO compensation earned for fiscal 2025 as determined by our Human Capital Management and Compensation Committee.

Total Direct Compensation
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The numbers presented in the charts above are calculated in accordance with the presentation in the Summary Compensation Table included in the Executive Compensation section. Accordingly, the cash incentive component consists of the cash bonuses earned in prior years that are actually paid out for 2025 performance, but the stock awards are valued at fair value on the grant date. The valuation of the PSUs, which are subject to performance conditions and absolute and relative TSR performance, is based upon certain assumptions. See section titled Grants of Plan-Based Awards in 2025 for further information about their valuation. Actual value ultimately received by the NEOs with respect to these awards may be greater or lesser than the grant date fair value. Fixed compensation presented in the chart consists of base salary. The numbers presented for “Other Named Executive Officers” are averaged for simplicity of presentation, but the mix for individual NEOs varies depending upon their role and responsibilities, as the Human Capital Management and Compensation Committee has deemed appropriate.

Compensation Elements

The following table sets forth information regarding each of the three core elements of the target compensation for the executive officers in 2025, including a description of each element.

Compensation Element |  | Description
Base Salary | ​ | Fixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance.
Annual Incentive Compensation | ​ | Annual performance-based incentive cash compensation with target award amounts for each executive officer. Actual bonus amounts may be higher or lower than target based on the achievement of certain Company performance goals.
Long-Term Incentive Compensation | ​ | Grants of stock-based awards in the form of Time-Based Restricted Share Awards (RSAs) and PSUs. L ike annual incentive compensation, PSUs provide for target award payouts, but actual payout levels may be higher or lower than target based on achievement of Company performance goals and stock performance over a three-year term.

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Base Salary

Base salary represents the fixed element of the compensation of our executive officers and is an important element of compensation intended to attract and retain qualified executives. The Human Capital Management and Compensation Committee reviews the base salaries of our executive officers each year as part of its annual review of our executive compensation program with input from our CEO (except with respect to his own base salary). In making its determinations the Human Capital Management and Compensation Committee gives consideration to the Company’s operating performance for the prior fiscal year and the individual executive’s performance and compensation paid by Marine Products. Base salary increases are not automatic or guaranteed.

Base Salary Adjustments

Base salaries for 2025 were as follows: Ben M. Palmer: $618,000 (increased from $600,000 2024); Michael L. Schmit: $350,200 (increased from $340,000 in 2024) and Richard A. Hubbell: $515,000 (increased from $500,000 in 2024). At the January 2026 meeting, Ben M. Palmer, Michael L. Schmit, and Richard A. Hubbell’s base salary were set at $636,500, $360,700, and $530,500 respectively, effective January 1, 2026. The base salaries are adjusted from time to time in order to remain competitive with market rates, recognize strong individual and Company performance, and to reflect each executive officer’s experience, leadership contributions, duties and job responsibilities.

Annual incentive Compensation

The Company offers Performance-Based Incentive Cash Compensation to the executive officers. On an annual basis, the Human Capital Management and Compensation Committee establishes performance goals after the commencement of the performance period to which such goals relate. Performance goals for each participant may be based on corporate, business unit/function or individual performance, or a combination of one or more such measures.

In connection with the annual establishment of performance goals, the Committee sets a target award for each participant for the applicable year, which is expressed as a percentage of the participant’s base compensation (the Target Award) in effect on the last day of the final pay period of that year. If the participant’s performance goals are based upon a combination of performance measures, the Committee will weigh the importance of each performance measure by assigning a percentage (the Weighted Percentage) to each performance measure (Target Performance Goal). The participant’s cash award amount is then determined based upon the level of achievement that the participant attained with respect to each such performance measure, based on a performance value (Performance Value) which ranges from:

| > | threshold performance level (with a Performance Value of 50% of the Target Award);

| > | target performance level (with a Performance Value of 100% of the Target Award); to

| > | maximum performance level (with a Performance Value of 200% of the Target Award).

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To calculate a participant’s cash award amount for a given year where there is more than one performance measure, the amount earned for each such measure will be calculated individually first, and then they are totaled to determine the total payout. The amount earned for each performance measure equals the product of the Target Award multiplied by the Weighted Percentage assigned to that performance measure, multiplied by the Performance Value attained for that performance measure, multiplied by base salary. However, no bonus is earned if performance is below threshold level, and the bonus is capped at the maximum amount. The Committee determines the maximum cash award as a percentage of a participant’s base salary for each applicable year. In 2025, there was only one performance goal, so the Weighted Percentage multiplier was 100%. See diagram below for a visualization of the Performance-Based Incentive Cash Compensation calculation for 2025:

For 2025, the Committee established the target incentive award for the Chief Executive Officer and for the other members of executive management at the amounts shown in the following table:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Award Opportunity
​ | ​ | Base Salary | ​ | Target Award | ​ | Target Award
Executive Officer | ​ | ($) | ​ | (as a % of base salary) | ​ | ($)
Ben M. Palmer | ​ | 618,000 | ​ | 100 | ​ | 618,000
Michael L. Schmit | ​ | 350,200 | ​ | 70 | ​ | 245,140
Richard A. Hubbell | ​ | 515,000 | ​ | 100 | ​ | 515,000

The performance criteria applicable to the participants for 2025 were determined based solely on corporate financial performance. The Human Capital Management and Compensation Committee established a corporate financial performance goal for 2025 using OCF as described below.

OCF was used for determining the Target Performance Goal in 2025 and is computed as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) minus cash paid for capital expenditures. These calculations are subject to adjustments for unusual items, as approved by the Human Capital Management and Compensation Committee. For the year ended December 31, 2025, these adjustments included a net of reduction of $11.8 million comprising of the cashflows and costs related to a recently completed acquisition of $9.1 million and an insurance gain of $2.7 million. A table below shows the calculation in more detail. EBITDA is a widely used financial

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performance of short-term corporate profitability and is calculated by adding interest, tax, depreciation and amortization expenses to net income.

For 2025, the Target Performance Goal was set considering OCF achieved by the company in the last ten years. The Company was required to achieve at least 50% of the target performance goal for executive officers to be eligible for any incentive cash compensation. These awards are determined on a sliding scale between the threshold performance level which corresponds to 50% of the performance goal, and maximum performance level, which corresponds to 175% of the target performance goal. To be eligible for the bonus award for 2025, OCF was required to be at least $17.5 million to be at the threshold, $35.0 million to be at the target, and $61.3 million to be at the maximum. Each level of the target performance level has a corresponding bonus payout percentage ranging from 50% at the threshold performance level, 100% at the target performance level, and 200% at the maximum performance level. OCF of $57.0 million corresponds to 187% bonus payout percentage. The Company has consistently established Target Performance Goals for Executive compensation, and the Committee has not typically exercised discretion to waive the performance goals based on difficult industry conditions or other factors. The target criteria and actual fiscal 2025 results for OCF are as follows:

C |  | ​ ​ |  |  |
Metrics | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Percent Attained of Target Award
OCF | $ 17.5 million | $35.0 million | $ 61.3 million | $56.7 million | 187.0%

The actual fiscal 2025 result for OCF was calculated as follows:

​ | ​
2025 OCF Calculation (in Millions $’s) |
EBITDA | $ 212.4 |
Cash Capital Expenditures | (143.9) |
Other Adjustments | (11.8) |
OCF | $ 56.7 |

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The Company operates in a cyclical business where financial performance is influenced by, among other things, changes in oil and natural gas prices. The Company generated OCF at 162% of target, which resulted in incentive compensation of 187% of the target award for 2025. The table below sets forth the threshold, target and maximum percentages of base salary for awards, together with the achievement and actual Annual Cash Incentives paid to our NEOs, based on actual Company results.

​ | Award Opportunity |  | Bonus Earned
Name | Threshold (1) | Target (1) | Maximum (1) | OCF Target Achieved | % of Target Award (1) | $
Ben M. Palmer | 50% | 100% | 200% | 162% | 187% | 1,155,660
Michael L. Schmit | 50% | 100% | 200% | 162% | 187% | 458,412
Richard A. Hubbell | 50% | 100% | 200% | 162% | 187% | 963,050

(1) | Award Opportunity is a percentage of Target Award

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For 2024, our NEOs received no short-term cash incentive, based on the performance achieved that year. For 2023, our NEOs were paid 128% of the target cash incentive award, based on the performance achieved that year. As of the proxy date, the 2026 cash incentives have been designed and set with similar performance goals as in 2025.

Long-term incentive compensation

Our Stock Incentive Plan (SIP) allows for a wide variety of stock-based awards including RSAs and PSUs. The terms and conditions of awards granted under the SIP are described in more detail below.

Awards under the Company’s SIP are purely discretionary, are not based upon any specific formula and may or may not be granted in any given fiscal year. For the past few years, we have granted RSAs to various employees, including our executive officers, during our regularly scheduled meeting of the Human Capital Management and Compensation Committee in which the Committee reviews executive compensation, and more recently incorporated PSUs into the executive compensation program. In order to balance performance and retention incentives, awards made during fiscal 2025 consisted of 75% RSAs and 25% PSUs, based on the number of shares subject to the award, counting PSUs at target. At the January 2026 meeting, 2026 awards also consisted of 75% RSAs and 25% PSUs. The Human Capital Management and Compensation Committee believes that RSAs promote an “ownership” culture, align executives’ interests with those of our Stockholders and provide retention incentives for our executive officers, while PSUs act as an additional tool for linking individual interests of our executive officers to those of our Stockholders.

Consistent with this practice, we granted the following awards to our executive officers:

​ | ​ | ​ | ​ | ​
RSAs: | ​ | ​ | ​ | ​
Name | ​ ​ ​ | 2025 | ​ ​ ​ | 2024
Ben M. Palmer |  | 159,000 |  | 120,000
Michael L. Schmit |  | 71,400 |  | 45,000
Richard A. Hubbell |  | 102,000 |  | 80,000
​ | ​ | ​ | ​ | ​
PSUs: | ​ | ​ | ​ | ​
Name | ​ ​ ​ | 2025* | ​ ​ ​ | 2024*
Ben M. Palmer |  | 52,118 |  | 30,000
Michael L. Schmit |  | 23,763 |  | 11,250
Richard A. Hubbell |  | 33,947 |  | 20,000

* Represents target levels and assumes no adjustment due to the TSR modifier.

For 2025, total equity compensation granted is comprised of RSAs and PSUs that will be earned over time as described below:

RSAs –The RSAs granted in 2024 and later vest ratably over a period of three years and RSAs granted in 2023 vest over four years. Prior to 2023, the RSAs vested one-fifth per year beginning on the second anniversary of the grant date. RSAs have full voting and dividend rights. However, until the RSAs vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other than due to disability or retirement on or after age 65), the unvested RSAs will be forfeited. In the event of death, or “change in control” as determined by the Board of Directors, all unvested RSAs shall vest immediately.

PSUs – For 2025 each of the officers was granted a target number of PSUs with each such unit representing the right to receive, to the extent then vested, an amount payable in stock, subject to certain performance conditions measured over the 3-year period ending in 2027. Potential payouts under the PSUs are based on levels of performance using “3-Year Cumulative EBITDA,” which is calculated by adding interest, tax, depreciation and amortization expenses to net income. This computation is subject to potential adjustments approved by the Human Capital and Compensation Committee but only if such an adjusted measure is disclosed in the Company’s SEC filings. The award provides for threshold, target and maximum levels of payout, so that attainment of 50% of the

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target 3-Year Cumulative EBITDA will result in a payout at 50% of target level, while attaining 130% of the target 3-Year Cumulative EBITDA will result in a maximum payout at 200% of target level awards; subject to further adjustment based upon a TSR Modifier. The TSR Modifier adjusts the payout levels upward or downward by an amount up to 20%, based on the applicable relative percentile ranking of our stock benchmarked against the Philadelphia Oil Services Sector. TSR is calculated as the net price change in the market price for our stock over the 3-Year period, based on the 20-trading day average price at the beginning of 2025 and the end of 2027. With respect to both measures, interpolation is used to determine the payouts associated with performance between the threshold, target and maximum levels.

Based on current estimates, 2025 PSU grants may meet or exceed the target performance level and 2024 PSU grants may meet or exceed threshold, although actual performance could be higher or lower than our estimates. See section titled Grants of Plan-Based Awards in 2025 below for threshold, target, and maximum share numbers and grant date fair values. The Human Capital Management and Compensation Committee reviews the performance levels of the outstanding awards for the past three years while setting performance targets for the current year PSU awards. The PSUs granted in 2025 are set to cliff-vest on December 31, 2027. Should the executive leave our employment for any reason prior to the vesting dates (other than due to death, disability or change in control as defined in the agreements), the unvested PSUs will be forfeited. In the event of death, disability or change in control as defined in the agreements, all unvested PSUs shall vest immediately at 100% of target levels, without regard to the actual EBITDA performance, and with no adjustment for the TSR modifier. The 2023 PSU awards did not meet the threshold performance level of cumulative EBITDA for three years totaling $1.0 billion and therefore did not vest at the end of the three-year period that ended on December 31, 2025. In addition, the target and maximum performance level of cumulative EBITDA for three years were set at totaling $1.3 billion and $1.6 billion respectively. The TSR modifier was not considered since the actual performance was below the threshold level.

PSU awards also include the right to “Dividend Equivalents” with respect to the underlying shares. Dividend equivalents are accrued over the performance period, in cash, based upon target payout level, subject to a true-up at the end of the three-year cycle. Accrued Dividend Equivalents will be paid out upon vesting of the PSUs, but no such Dividend Equivalents will be payable to the extent the awards fail to vest or are forfeited, or the performance goals are not met. PSUs confer no voting rights with respect to the underlying shares prior to vesting and payout.

The amount of the aggregate stock-based awards to our executive officers in any given year is influenced by the Company’s overall performance: for both RSAs and PSUs, the Committee takes into consideration both our historical performance and our projected goals and plans; in the case of PSUs, a certain minimum performance must be achieved in order for any shares to be issued. The amount of each grant to our executive officers is influenced in part by the Committee’s assessment of each individual’s respective contributions to achievement of the Company’s long-term goals and objectives, in addition to the recent prices of the Company’s common shares. In evaluating individual performance for these purposes, the Committee considers the overall contributions of executive management as a group and the Committee’s subjective assessment of each individual’s relative contribution to that performance rather than specific aspects of each individual’s performance over a short-term period. We expect to continue annual grants of RSAs and PSUs, although we reserve the right to modify or discontinue these or any of our other compensation practices at any time. Grants of RSAs and PSUs are made under our SIP which is administered pursuant to Rule 16b-3 under the Exchange Act.

Other Compensation

Health and Retirement Plans

The executive officers all participate in the Company’s regular employee benefit programs, including the 401(k) Plan with Company match, group life insurance, group medical and dental coverage and other group benefit plans. In 2024, the Board of Directors approved the termination of the Company’s non-qualified supplemental retirement plan (SRP or the Plan) available for its executives and certain other highly compensated employees. The Plan was dissolved in 2025, and participant balances were distributed in full in December 2025.

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Perquisites and Other Personal Benefits

In addition to the total direct compensation and benefits described above, the Company also provides its executive officers with certain perquisites as approved by the Human Capital Management and Compensation Committee and noted in the footnote to the Summary Compensation Table under Executive Compensation. The specific perquisites provided to the executive officers include the following:

| > | Company provided automobile with insurance and cost of gasoline, or an automobile allowance to facilitate reliable and efficient transportation for travel.

| > | Club dues are reimbursed for the Executive Chairman of the Board, where the membership is used for business related activities conducted in the ordinary course of business.

| > | Use of the Company’s aircraft for personal travel of the Executive Chairman of the Board and Chief Executive Officer for security, logistical or scheduling. All personal use is reported at the value calculated in accordance with applicable SEC and Internal Revenue Service (IRS) requirements.

Compensation Setting Process

Role of the Human Capital Management and Compensation Committee

Under its Charter the Human Capital Management and Compensation Committee is responsible for, among other things, reviewing our overall executive compensation philosophy and strategy, including base salary, performance-based incentive cash compensation, and stock-based incentives to ensure that the strategy supports our compensation policy.

The Human Capital Management and Compensation Committee is composed of three independent Non-Employee Directors: Jerry W. Nix (Chairman), Patrick J. Gunning, and John F. Wilson.

The Human Capital Management and Compensation Committee has the authority, at its sole discretion, to retain or obtain the advice of any compensation consultant, legal counsel or other advisor to assist the Committee in the performance of its duties and may at its discretion be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, legal counsel or other advisor so retained. The Committee has not retained the services of any compensation consultants in determining or recommending the amount or form of executive compensation. The Human Capital Management and Compensation Committee may also, from time to time, and in its discretion, form, and delegate all or a portion of its authority to subcommittees; provided that such subcommittees meet the Committee’s composition requirements set forth in its Charter or under any applicable federal or state laws or New York Stock Exchange requirements.

Role of Management

The Human Capital Management and Compensation Committee solicits input from Richard A. Hubbell, Executive Chairman of the Board and Ben M. Palmer, President and Chief Executive Officer, with respect to the performance of our executive officers and their compensation levels. The Human Capital Management and Compensation Committee considers Mr. Hubbell’s and Mr. Palmer’s evaluation and each of their direct knowledge of each executive officer’s performance (other than with respect to themselves) and contributions when making compensation decisions. For decisions made in 2025, Management retained the services of Mercer, LLC (Mercer), an independent executive compensation advisory firm. In doing so, Management reviewed information regarding independence and potential conflicts of interest with Mercer. Management receives from Mercer information on general compensation data and advice on design of incentives, which is also shared with the Human Capital Management and Compensation Committee. From time to time Mercer attends the Human Capital Management and Compensation Committee meetings but does not provide specific advice directly to the Human Capital Management and Compensation Committee. Neither Mercer nor its affiliates provided additional services to the Company in an amount in excess of $120,000 in 2025.

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The Role of Stockholder Say-on-Pay Votes

We provide our stockholders with the opportunity to cast an advisory vote on executive compensation (a Say-on-Pay proposal) every three years. At our annual meeting of stockholders held in April 2023, a substantial majority of the votes cast on the Say-on-Pay proposal were voted in favor of the proposal. The Human Capital Management and Compensation Committee believes this affirms the stockholders’ support of our approach to executive compensation. The stockholders voted to hold a Say-on-Pay advisory vote on executive compensation every three years, and the Board resolved to accept the stockholders’ recommendation. As a result, the advisory vote on executive compensation is being held again at the 2026 Annual Meeting of Stockholders. The Human Capital Management and Compensation Committee will continue to consider the outcome of our Say-on-Pay votes when making future compensation decisions for our executive officers.

Equity Award grant policies

Equity awards are discretionary and are generally granted to our named executive officers in the first quarter of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the Human Capital Management and Compensation Committee may approve grants to be effective at other times. RPC does not currently grant stock options to its employees. The Human Capital Management and Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and RPC does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Policies Regarding Stock Ownership by Executive Officers

Stock Ownership Requirements

“Stock Ownership Guidelines” (the Guidelines) for our executive officers and other key executives were adopted by the Human Capital Management and Compensation Committee to align the interests of our executives with the interests of our stockholders and are summarized as follows:

| > | President and Chief Executive Officer – Ownership equal to 4 times base salary;

| > | Chief Financial Officer – Ownership equal to 3 times base salary; and

| > | Executive Chairman of the Board – Ownership equal to 4 times base salary.

Participants under the Guidelines have a period of five years in which to satisfy the Guidelines from the date of appointment to a qualifying position. Participants who become subject to these Guidelines will have their individual ownership requirement established based upon their base salary at the time they became subject to the Guidelines and the Company’s average closing common stock price for the prior calendar year. The share values are recalculated each year. Promotions into a different position category will require recalculation of a participant’s ownership requirements as appropriate. Once established, a participant’s ownership requirement does not change as a result of changes in their base salary.

Shares counted toward this requirement will be based on shares beneficially owned by such participant (as beneficial ownership is defined by the SEC’s rules and regulations) including:

| > | shares owned outright by the participant (including through open market purchases or acquired and held upon vesting of Company equity awards);

| > | unvested RSAs; and

| > | shares held in trust in the participant’s name.

Once achieved, ownership of the amount under the Guidelines must be maintained for as long as the participant is subject to the Guidelines and the participant is required to retain a minimum of 20% of any future equity awards.

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Prohibition on Hedging and Pledging of Common Stock

Under our “Insider Trading Policy,” we prohibit our employees, including our NEOs and the members of our Board of Directors, from hedging or pledging or otherwise encumbering individually owned or granted Company securities.

Clawback Policy

We have a “Policy Relating to Recovery of Erroneously Awarded Compensation” that complies with the NYSE clawback rules which were required by SEC Rule 10D-1. Under this policy, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the policy requires that the Human Capital Management and Compensation Committee, to the extent legally permitted and pursuant to the terms of the policy, recover from current and former Section 16 officers any incentive-based compensation, as defined in the NYSE’s clawback rules, received by such officers that exceeds the amount of incentive-based compensation that otherwise would have been received had such incentive based compensation been determined according to the applicable accounting restatement.

Tax Deductibility of Compensation

As a result of the Tax Cuts and Jobs Act, starting with compensation payable in 2018, Section 162(m) of the Internal Revenue Code limits us from deducting compensation, including performance-based compensation, in excess of $1,000,000 paid to an individual NEO. The Human Capital Management and Compensation Committee will continue to retain full discretion to award compensation packages that best attract, retain and reward successful executive officers. Therefore, the Human Capital Management and Compensation Committee anticipates that it will award compensation that is not fully deductible under Section 162(m).

Compensation-Related Risk

The Company regularly assesses the risks related to our compensation programs, including our executive compensation programs and does not believe that the risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. Incentive award targets and bonus opportunities, including targets and opportunities under outstanding PSUs are reviewed annually, allowing the Committee to maintain an appropriate balance between rewarding high performance and avoiding excessive risk.

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HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE REPORT

The Human Capital Management and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management and based on such review and discussions the Human Capital Management and Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the Human Capital Management and
Compensation Committee of the Board of Directors

Jerry W. Nix, Chairman

Patrick J. Gunning

John F. Wilson

This report of the Human Capital Management and Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (Securities Act), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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EXECUTIVE COMPENSATION

There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of severance or compensation, including incentive or bonus payments, other than annual cash incentives, restricted stock awards and performance unit grants. The following table provides information regarding the annual and long-term compensation for services in all capacities paid to each of our named executive officers for the years indicated below.

SUMMARY COMPENSATION TABLE

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ | Change in | ​ ​ ​ | ​ | ​ ​ ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Pension | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Value and | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Non-Equity | ​ | Nonqualified | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Incentive | ​ | Deferred | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Stock | ​ | Plan | ​ | Compensation | ​ | All Other | ​ | ​
​ | ​ | ​ | ​ | Salary | ​ | Awards | ​ | Compensation | ​ | Earnings | ​ | Compensation | ​ | Total
Name and Principal Position | ​ | Year | ​ | ($) | ​ | ($)(1) | ​ | ($)(2) | ​ | ($) | ​ | ($)(3) | ​ | ($)
Ben M. Palmer |  | 2025 |  | 618,000 |  | 1,388,265 |  | 1,155,660 |  | — |  | 30,150 |  | 3,192,075
President and |  | 2024 |  | 600,000 |  | 1,224,900 |  | — |  | — |  | 29,930 |  | 1,854,830
Chief Executive Officer | ​ | 2023 |  | 600,000 |  | 998,400 |  | 768,000 |  | — |  | 25,050 |  | 2,391,450
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Michael L. Schmit | ​ | 2025 | ​ | 350,200 | ​ | 625,919 | ​ | 458,412 | ​ | — | ​ | 30,150 | ​ | 1,464,681
Vice President, | ​ | 2024 | ​ | 340,000 | ​ | 459,338 | ​ | — | ​ | — | ​ | 29,930 | ​ | 829,268
Chief Financial Officer, Treasurer | ​ | 2023 | ​ | 300,000 | ​ | 441,600 | ​ | 268,800 | ​ | — | ​ | 11,030 | ​ | 1,021,430
and Corporate Secretary | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Richard A. Hubbell | ​ | 2025 | ​ | 515,000 | ​ | 894,170 | ​ | 963,050 | ​ | — | ​ | 57,960 | ​ | 2,430,180
Executive Chairman |  | 2024 | ​ | 500,000 | ​ | 816,600 | ​ | — | ​ | — | ​ | 35,100 | ​ | 1,351,700
of the Board |  | 2023 | ​ | 500,000 | ​ | 720,000 | ​ | 640,000 | ​ | — | ​ | 33,690 | ​ | 1,893,690

(1) | Represents the fair value of the award at the date of grant computed in accordance with ASC Topic 718. See Note titled Retirement Plans to our Financial Statements contained in our Form 10-K for the period ended December 31, 2025 for a discussion of assumptions used in these computations. For this computation, we do not include an assumption for estimated forfeitures. Grant date fair value is comprised of the $1,023,960 related to RSAs and $364,305 related to PSUs for Mr. Palmer, $459,816 related to RSAs and $166,103 related to PSUs for Mr. Schmit, and $656,880 related to RSAs and $237,290 related to PSUs for Mr. Hubbell. For the PSUs, the fair value presented assumes that all of the awards will pay out at target levels with no adjustment for the TSR modifier. If the maximum level of performance is achieved, including maximum upward adjustment pursuant to the TSR Modifier, the grant date fair values of the PSUs would be $874,332 for Mr. Palmer; $398,648 for Mr. Schmit; and $569,495 for Mr. Hubbell.

(2) | Annual incentive compensation is accrued in the fiscal year earned and paid in the following fiscal year. No bonuses were earned for 2024.

(3) | All other compensation for 2025 includes the following items for:

| Ben M. Palmer: | Includes 401(k) Plan Company match of $15,750 and allowance for automobile of $14,400.

| Michael L. Schmit: | Includes 401(k) Plan Company match of $15,750 and allowance for automobile of $14,400.

| Richard A. Hubbell: | Includes 401(k) Plan Company match of $15,750, cost of personal use of Company provided automobile of $14,808, personal use of plane $22,337, and cost of dining club dues.

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GRANTS OF PLAN-BASED AWARDS in 2025

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | All Other | ​ | Grant Date
​ | ​ | ​ | ​ | Estimated Future Payouts | ​ | Estimated Future Payouts | ​ | Stock Awards: | ​ | Fair Value
​ | ​ | ​ | ​ | Under Non-Equity | ​ | Under Equity | ​ | Number of | ​ | of Stock
​ | ​ | ​ | ​ | Incentive Plan Awards(1) | ​ | Incentive Plan Awards(2) | ​ | Shares | ​ | and Option
​ | ​ ​ ​ | ​ | ​ ​ ​ | Threshold | ​ ​ ​ | Target | ​ ​ ​ | Maximum | ​ | Threshold | ​ | Target | ​ | Maximum | ​ | RSA | ​ ​ ​ | Awards
Name | ​ | Grant Date | ​ | ($) | ​ | ($) | ​ | ($) | ​ | (#) | ​ | (#) | ​ | (#) | ​ | (#) (3) | ​ | ($)(4)
Ben M. Palmer |  | 2/18/2025 |  | 309,000 |  | 618,000 |  | 1,236,000 |  | — | ​ | — | ​ | — | ​ | — |  | —
​ | ​ | 1/28/2025 | ​ | — | ​ | — | ​ | — | ​ | 26,059 | ​ | 52,118 | ​ | 104,236 | ​ | — | ​ | 364,305
​ | ​ | 1/28/2025 | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | 159,000 | ​ | 1,023,960
Michael L. Schmit | ​ | 2/18/2025 | ​ | 122,570 | ​ | 245,140 | ​ | 490,280 | ​ | — | ​ | — | ​ | — | ​ | — | ​ | —
​ | ​ | 1/28/2025 | ​ | — | ​ | — | ​ | — | ​ | 11,882 | ​ | 23,763 | ​ | 47,526 | ​ | — | ​ | 166,103
​ | ​ | 1/28/2025 | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | 71,400 | ​ | 459,816
Richard A. Hubbell |  | 2/18/2025 |  | 257,500 |  | 515,000 |  | 1,030,000 |  | — | ​ | — | ​ | — | ​ | — |  | —
​ |  | 1/28/2025 |  | — | ​ | — | ​ | — |  | 16,974 | ​ | 33,947 | ​ | 67,894 | ​ | — |  | 237,290
​ |  | 1/28/2025 |  | — | ​ | — | ​ | — |  | — | ​ | — | ​ | — | ​ | 102,000 |  | 656,880

(1) | These amounts illustrate the potential bonus awards under the Management Incentive Plan for 2025. See Summary Compensation Table for actual amounts paid pursuant to these awards.

(2) | PSUs are earned based upon the Company’s performance, over a three-year period, in each case subject to a potential adjustment based upon the application of the TSR modifier. The amounts shown do not include the upward or downward TSR modifier adjustment of 20%. PSUs entitled to certain Dividend Equivalents as described in the section titled Compensation, Discussion and Analysis – Long Term Incentive Compensation section.

(3) | These amounts represent shares underlying RSAs granted during 2025 that vest ratably over three years. RSAs have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged.

(4) | These amounts represent aggregate grant date fair value for grants of RSAs and PSUs awarded in fiscal year 2025 under our SIP computed in accordance with ASC Topic 718. The amounts reported with respect to PSUs are based on the probable outcome of the performance conditions as of the grant date, which is estimated at target, with no adjustment for the TSR modifier. Actual payouts may be different based on the Company’s performance. Please see footnote (1) to the Summary Compensation Table for additional details.

We have not issued any stock options since 2003 and have no immediate plans to issue additional stock options.

OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

The Company does not have any outstanding option awards made in prior years to the executives named in our Summary Compensation Table. The table below sets forth the total number of unearned and unvested shares underlying PSUs that remained outstanding at December 31, 2025, as adjusted based upon achievement against performance targets to date, as well as restricted shares of Common Stock outstanding at December 31, 2025 that were granted in prior years to the executives, but had not yet vested on that date. The table also presents market values of those awards, calculated based on the $5.44 closing price of our Common Stock on December 31, 2025, the last trading day of the year.

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Stock Awards
​ | ​ | ​ | ​ | ​ | ​ ​ ​ | Equity Incentive | ​ ​ ​ | Equity Incentive
​ | ​ | Number of | ​ | Market Value | ​ | Plan Awards: | ​ | Plan Awards:
​ | ​ | Shares or | ​ | of Shares or | ​ | Number of | ​ | Market or Payout
​ | ​ | Units of | ​ | Units of | ​ | Unearned Shares, | ​ | Value of Unearned
​ | ​ | Stock That | ​ | Stock That | ​ | Units or Other | ​ | Shares, Units or Other
​ | ​ | Have Not | ​ | Have Not | ​ | Rights That | ​ | Rights That Have
​ | ​ | Vested | ​ | Vested | ​ | Have Not Vested | ​ | Not Vested
Name | ​ ​ ​ | (#) (1) | ​ ​ ​ | ($) | ​ ​ ​ | (#) (2) | ​ | ($)
Ben M. Palmer |  | 354,200 | ​ | 1,926,848 | ​ | 67,118 | ​ | 365,122
Michael L. Schmit | ​ | 132,650 | ​ | 721,616 | ​ | 29,388 | ​ | 159,871
Richard A. Hubbell |  | 273,459 | ​ | 1,487,617 | ​ | 43,947 | ​ | 239,072

(1) | RSAs granted prior to 2023 vested one-fifth per year beginning on the second anniversary of the grant date. RSAs granted in 2023 vest one-fourth per year beginning on the first anniversary of the grant date. RSAs granted in 2024 and later vest one-third per year beginning on the first anniversary of the grant date. Shares of RSAs granted to the executive officers that have not vested as of December 31, 2025, are summarized in the table that follows:

​ | ​ | ​ | ​ | ​ | ​ | ​
Name | ​ ​ ​ | Number of shares | ​ ​ ​ | Grant date | ​ ​ ​ | Date fully vested
Ben M. Palmer | RSA | 13,400 |  | 1/28/2020 |  | 1/28/2026
​ | RSA | 26,800 |  | 1/26/2021 |  | 1/26/2027
​ | RSA | 36,000 |  | 5/18/2022 |  | 1/26/2027
​ | RSA | 39,000 |  | 1/24/2023 | ​ | 1/24/2027
​ | RSA | 80,000 | ​ | 4/23/2024 | ​ | 1/23/2027
​ | RSA | 159,000 | ​ | 1/28/2025 | ​ | 1/28/2028
​ | PSU (2) | 15,000 | ​ | 4/23/2024 | ​ | 12/31/2026
​ | PSU (2) | 52,118 | ​ | 1/28/2025 | ​ | 12/31/2027
​ | ​ | ​ | ​ | ​ | ​ | ​
Michael L. Schmit | RSA | 14,000 | ​ | 5/18/2022 | ​ | 1/26/2027
​ | RSA | 17,250 | ​ | 1/24/2023 | ​ | 1/24/2027
​ | RSA | 30,000 | ​ | 4/23/2024 | ​ | 1/23/2027
​ | RSA | 71,400 | ​ | 1/28/2025 | ​ | 1/28/2028
​ | PSU (2) | 5,625 | ​ | 4/23/2024 | ​ | 12/31/2026
​ | PSU (2) | 23,763 | ​ | 1/28/2025 | ​ | 12/31/2027
​ | ​ | ​ | ​ | ​ | ​ | ​
Richard A. Hubbell | RSA | 20,000 |  | 1/28/2020 |  | 1/28/2026
​ | RSA | 40,000 |  | 1/26/2021 |  | 1/26/2027
​ | RSA | 30,000 |  | 5/18/2022 |  | 1/26/2027
​ | RSA | 28,125 | ​ | 1/24/2023 | ​ | 1/24/2027
​ | RSA | 53,334 |  | 4/23/2024 | ​ | 1/23/2027
​ | RSA | 102,000 | ​ | 1/28/2025 | ​ | 1/28/2028
​ | PSU (2) | 10,000 | ​ | 4/23/2024 | ​ | 12/31/2026
​ | PSU (2) | 33,947 | ​ | 1/28/2025 | ​ | 12/31/2027

​

(2) | PSU amounts disclosed above are at threshold for 2024 and target for 2025 with no adjustment for the TSR modifier. PSU amounts granted in 2023 were forfeited as the performance conditions were not met. The actual number of shares and value realized may be different from the number presented and will depend upon the company’s actual achievement with respect to the performance criteria and our relative TSR over a three-year performance period. For more information regarding the PSUs, see section titled Compensation Discussion and Analysis – Long-term Incentive Compensation.

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OPTION EXERCISES AND STOCK VESTED

The following table sets forth:

| > | the number of restricted shares of Common Stock acquired by the executives named in the Summary Compensation Table upon the vesting of shares during the fiscal year ended December 31, 2025;

| > | the aggregate dollar amount realized on the vesting date for such RSAs computed by multiplying the number of shares vested by the market value of the shares on the vesting date; and

| > | the market value of shares was based on the closing price for the Company’s Common Stock on the date of exercise or vesting, as the case may be. The value realized for awards set forth in the table is calculated in accordance with SEC rules as described above, without regard to whether the NEO has actually transferred the stock or when; accordingly, the actual value realized by the NEOs may be greater or lesser than what is set forth in the table.

None of the Named Executive Officers owned any stock options to acquire our Common Stock during 2025.

​ | ​ | ​ | ​ | ​
​ | ​ | Stock Awards
​ | ​ ​ ​ | Number of Shares | ​ ​ ​ | ​
​ | ​ | Acquired on | ​ | Value Realized
​ | ​ | Vesting | ​ | on Vesting
Name | ​ | (#) | ​ | ($)
Ben M. Palmer |  | 114,300 |  | 772,289
Michael L. Schmit | ​ | 30,625 | ​ | 208,681
Richard A. Hubbell |  | 110,728 |  | 744,379

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BENEFIT PLANS

Pension Benefits

The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, that provided monthly benefits upon normal retirement at age 65 to eligible employees, was fully terminated in 2023.

401(k) Plan

Effective July 1, 1984, the Company adopted a qualified retirement plan designed to meet the requirements of Section 401(k) of the Code. The Company makes matching contributions of 100% for each dollar ($1.00) of a participant’s contribution to the 401(k) Plan for the first three percent of his or her annual compensation and fifty cents ($0.50) for each dollar ($1.00) for the next three percent of his or her annual compensation. The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant’s account on the date the distribution is processed. Under the 401(k) Plan, the full amount of a participant’s vested accrued benefit is payable upon his termination of employment, retirement, total and permanent disability, or death. During the course of employment, a participant may withdraw his or her pre-tax contributions to the extent of certain specified instances of financial hardship and may withdraw any amount from his or her pre-tax contribution account for any reason after attaining age 59½. Amounts contributed by the Company to the accounts of the Named Executive Officers under this plan are reported in the All Other Compensation column of the Summary Compensation Table of this Proxy Statement.

NONQUALIFIED DEFERRED COMPENSATION

The SRP was established as a nonqualified plan for the cash contributions made to certain longer serviced employees in lieu of freezing the Retirement Income Plan benefit accruals and a compensation deferral option for eligible employees. The contributions and deferrals to the SRP were invested in funds held in a rabbi trust. The Plan was terminated in 2024 and all of the participant balances were paid out in full in 2025 pursuant to the IRS rules.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | Executive | ​ ​ ​ | Registrant | ​ ​ ​ | Aggregate | ​ ​ ​ | Aggregate | ​ ​ ​ | Aggregate
​ | ​ | Contributions | ​ | Contributions | ​ | Earnings in | ​ | Withdrawals/ | ​ | Balance at
​ | ​ | in Last FY | ​ | in Last FY | ​ | Last FY | ​ | Distributions | ​ | Last FYE
Name | ​ | ($)(1) | ​ | ($) | ​ | ($) | ​ | ($)(1) | ​ | ($)
Ben M. Palmer |  | — |  | — | ​ | 169,118 |  | 1,620,756 | ​ | —
Michael L. Schmit | ​ | — | ​ | — | ​ | — | ​ | — | ​ | —
Richard A. Hubbell |  | — |  | — |  | 86,050 |  | 701,889 |  | —

(1) | There were no deferrals in 2025. Ben M. Palmer’s deferrals were disclosed in the Summary Compensation Table in prior years when they were earned. Richard A. Hubbell did not defer any portion of his compensation to the SRP.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The following table describes the potential payments and benefits under the Company’s compensation and benefit plans and arrangements to which the Named Executive Officers would be entitled upon termination of employment or change in control of the Company as of December 31, 2025. Amounts presented in the table include amounts to which the NEOs would become entitled as of such date pursuant to their currently held, but unvested RSAs as well as PSUs.

The table does not include the value of benefits that are provided on the same basis to substantially all other salaried employees. There are no other agreements, arrangements or plans that entitle Executive Officers to severance, perquisites, or other enhanced benefits upon termination of their employment or change in control except as

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described here. Additional payments or benefits to a terminating executive officer would be at the discretion of the Human Capital Management and Compensation Committee.

The terms and vesting of RSAs and PSUs are discussed in the Compensation Discussion and Analysis – Long-term Incentive Compensation and Outstanding Equity Awards At 2025 Fiscal Year-End sections of this Proxy Statement. The values presented in the table below were calculated using the closing market price of $5.44 per share for our Common Stock as of December 31, 2025, which was the last trading day in fiscal year 2025.

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Stock Awards
​ | ​ ​ ​ | Number of shares underlying | ​ ​ ​ | Number of shares underlying | ​ ​ ​ | Unrealized value
​ | ​ | unvested stock | ​ | unvested stock | ​ | of
​ | ​ | PSUs | ​ | RSAs | ​ | unvested stock
Name | ​ | (#) | ​ | (#) | ​ | ($)
Ben M. Palmer |  | ​ | ​ | ​ |  | ​
· Retirement |  | — | ​ | 95,608 |  | 520,108
· Disability |  | 82,118 | ​ | 145,881 |  | 1,240,315
· Death |  | 82,118 | ​ | 354,200 |  | 2,373,570
· Change in control |  | 82,118 | ​ | 354,200 |  | 2,373,570
Michael L. Schmit | ​ | ​ | ​ | ​ | ​ | ​
· Retirement | ​ | — | ​ | — | ​ | —
· Disability | ​ | 35,013 | ​ | 49,854 | ​ | 461,676
· Death | ​ | 35,013 | ​ | 132,650 | ​ | 912,087
· Change in control | ​ | 35,013 | ​ | 132,650 | ​ | 912,087
Richard A. Hubbell |  | ​ | ​ | ​ |  | ​
· Retirement |  | — | ​ | 87,752 |  | 477,371
· Disability |  | 53,947 | ​ | 121,854 |  | 956,357
· Death |  | 53,947 | ​ | 273,459 |  | 1,781,089
· Change in control |  | 53,947 | ​ | 273,459 |  | 1,781,089

​

Accrued Pay and Regular Retirement Benefits

The amounts shown in the preceding table do not include the following since they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:

| > | Accrued salary and vacation pay; and

| > | Distributions of plan balances under the 401(k) Plan.

change in control or severance

Change-in-Control or Severance. The Company does not have any severance agreements with its Executive Officers. However, upon the occurrence of a “Change in Control,” as determined by the Board of Directors, all unvested RSAs and PSUs shall immediately vest as disclosed above.

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PAY RATIO DISCLOSURE

The following table shows the annual disclosure of the ratio of the median employee’s total annual compensation to the total annual compensation of the principal executive officer (PEO). Ben M. Palmer has served as the Company’s PEO during the year ended December 31, 2025. The purpose of the required disclosure is to provide a measure of the equitability of pay within the organization. The Company believes its compensation philosophy and process yield an equitable result.

​ | ​ | ​ | ​
Median Employee total annual compensation | ​ ​ ​ | $ | 104,276
PEO total annual compensation | ​ | $ | 3,192,075
Ratio of PEO to Median Employee Compensation | ​ |  | 30.6:1

The Company identified the median employee as of December 31, 2023, and there have been no significant changes to its employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure since that date. The compensation disclosed above represents the total annual compensation of the median employee for the year ended December 31, 2025. Employees totaling 330 from the Company’s recent acquisition of Pintail Completions were excluded from the pay ratio computation under the SEC’s guidance allowing exclusion of employees from a business acquired during the year. These employees will be considered in future calculations of the pay ratio disclosure. Employees from our foreign subsidiaries, which are located in North America and Asia, all of which combined were less than 5% of our total employees, were excluded, as permitted by SEC rules, under the “de minimis” exception. In order to identify the median employee from our employee population as of December 31, 2023, we reviewed the 2023 total compensation that included base salary, bonuses and long-term equity incentive grants as reflected in the annual compensation statements provided to each employee as part of the year-end compensation process. Employees on leave of absence were also excluded from the list and wages and salaries were annualized for those employees that were not employed for the full year of 2023 (other than seasonal or temporary employees). The median employee was selected from the annualized list. For simplicity, the value of the Company’s 401(k) Plan and medical benefits provided was excluded as all employees including the PEO are offered the exact same benefits. As of December 31, 2025, the Company employed 2,893 persons of which 61 were international employees and were employed in Canada (46), Mexico (8), and Saudi Arabia (7).

We believe that the pay ratio disclosure presented above is a reasonable estimate of the required disclosure. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio disclosure may not be comparable to the pay ratios reported by other companies.

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PAY VERSUS PERFORMANCE

In accordance with the SEC’s regulations, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company and certain of its peers for the years 2025, 2024, 2023, 2022, and 2021. For further information concerning the Company’s compensation philosophy see section titled Compensation Discussion and Analysis (CD&A).

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Average | ​ | Average | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Summary | ​ | Summary | ​ | Value of Initial Fixed $100 | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Compensation | ​ | Compensation | ​ | Investment Based On: | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Summary | ​ | Summary | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Table Total | ​ | Actually Paid | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Operating
​ | ​ | Compensation | ​ | Compensation | ​ | Compensation | ​ | Compensation | ​ | for Non-PEO | ​ | to Non-PEO | ​ | ​ | ​ | ​ | Peer Group | ​ | Net | ​ | ​ | Cash
​ | ​ | Table Total | ​ | Table Total | ​ | Actually Paid | ​ | Actually Paid | ​ | Named | ​ | Named | ​ | Total | ​ | Total | ​ | Income/ | ​ | ​ | Flow
​ | ​ | for first | ​ | for second | ​ | to first | ​ | to second | ​ | Executive | ​ | Executive | ​ | Shareholder | ​ | Shareholder | ​ | (Loss) | ​ | ​ | (OCF) (5)
Year | ​ | PEO (1) | ​ | PEO (1) | ​ | PEO (2) | ​ | PEO (2) | ​ | Officers (1) | ​ | Officers (3) | ​ | Return | ​ | Return (4) | ​ | (in millions) | ​ | ​ | (in millions)
​ | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
2025 | ​ | ​ | — | ​ | ​ | 3,192,075 | ​ | ​ | — | ​ | ​ | 2,830,890 | ​ | ​ | 1,947,430 | ​ | ​ | 1,751,794 | ​ | ​ | 187 | ​ | ​ | 160 | ​ | ​ | 32 | ​ | ​ | 57
2024 | ​ | ​ | — | ​ | ​ | 1,854,830 | ​ | ​ | — | ​ | ​ | 1,200,924 | ​ | ​ | 1,090,484 | ​ | ​ | 711,322 | ​ | ​ | 198 | ​ | ​ | 156 | ​ | ​ | 91 | ​ | ​ | 13
2023 |  | ​ | — |  | ​ | 2,391,450 |  | ​ | — |  | ​ | 1,946,938 |  | ​ | 1,457,560 |  | ​ | 1,168,921 |  | ​ | 237 |  | ​ | 194 |  | ​ | 195 |  | ​ | 200
2022 |  | ​ | 2,138,360 |  | ​ | 2,272,390 |  | ​ | 3,327,790 |  | ​ | 3,062,704 |  | ​ | 819,670 |  | ​ | 819,320 |  | ​ | 284 |  | ​ | 210 |  | ​ | 218 |  | ​ | 208
2021 |  | ​ | 1,371,410 |  | ​ | — |  | ​ | 1,913,830 |  | ​ | — |  | ​ | 733,150 |  | ​ | 1,164,372 |  | ​ | 144 |  | ​ | 121 |  | ​ | 7 |  | ​ | 23

​

(1) | Amounts disclosed for the first Principal Executive Officer (PEO), second PEO and other Non-PEO Named Executive Officers relate to reported compensation as follows:

| > | Richard A. Hubbell – was the President and Chief Executive Officer through May 17, 2022, and for the year 2021. He has been Executive Chairman of the Board Officer since May 17, 2022. His total compensation for 2022 and 2021 has been disclosed as amounts related to first PEO. For 2025, 2024 and 2023, his compensation has been included in amounts related to Non-PEO Named Executive Officers.

| > | Ben M. Palmer – is named PEO for 2025 and been the President and Chief Executive Officer effective May 17, 2022, and was Vice President, Chief Financial Officer and Corporate Secretary prior. For 2025, 2024, 2023 and 2022, his total compensation has been disclosed as amounts related to second PEO. For 2021, his compensation has been disclosed in amounts related to Non-PEO Named Executive Officers.

| > | Michael L. Schmit – has been Vice President, Chief Financial Officer and Corporate Secretary effective May 17, 2022, and his compensation has been included in amounts related to Non-PEO Named Executive Officers for 2025, 2024, 2023 and 2022.

(2) | The dollar amounts reported represent the amount of Compensation Actually Paid (CAP), computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. To calculate the amounts in the CAP to PEO column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | Reported | ​ ​ ​ | Reported | ​ ​ ​ | ​ | ​ ​ ​ | Reported | ​ ​ ​ | Reported | ​ ​ ​ | Equity | ​ ​ ​ | Equity | ​ ​ ​ | ​ | ​ ​ ​ | ​
​ | ​ | Summary | ​ | Summary | ​ | Pension | ​ | Value of | ​ | Value of | ​ | Award | ​ | Award | ​ | ​ | ​ | ​
​ | ​ | Compensation | ​ | Compensation | ​ | Adjustments | ​ | Equity | ​ | Equity | ​ | Adjustments | ​ | Adjustments | ​ | Compensation | ​ | Compensation
​ | ​ | Table Total for | ​ | Table Total for | ​ | to First | ​ | Awards to | ​ | Awards to | ​ | to first | ​ | to second | ​ | Actually Paid | ​ | Actually Paid
​ | ​ | first PEO (a) | ​ | second PEO (a) | ​ | PEO | ​ | first PEO (b) | ​ | second PEO (b) | ​ | PEO (c) | ​ | PEO (c) | ​ | to first PEO | ​ | to second PEO
Year | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
2025 | ​ | — | ​ | 3,192,075 | ​ | — | ​ | — | ​ | (1,388,265) | ​ | — | ​ | 1,027,080 | ​ | — | ​ | 2,830,890
2024 | ​ | — | ​ | 1,854,830 | ​ | — | ​ | — | ​ | (1,224,900) | ​ | — | ​ | 570,994 | ​ | — | ​ | 1,200,924
2023 | ​ | — | ​ | 2,391,450 | ​ | — | ​ | — | ​ | (998,400) | ​ | — | ​ | 553,888 | ​ | — | ​ | 1,946,938
2022 | ​ | 2,138,360 | ​ | 2,272,390 | ​ | — | ​ | (670,500) | ​ | (804,600) | ​ | 1,859,930 | ​ | 1,594,914 | ​ | 3,327,790 | ​ | 3,062,704
2021 | ​ | 1,371,410 | ​ | — | ​ | — | ​ | (387,000) | ​ | — | ​ | 929,420 | ​ | — | ​ | 1,913,830 | ​ | —

| (a) | The amounts disclosed represent the amounts reported as Total Compensation in the SCT.

| (b) | Represents the grant date fair value of the equity awards reported in the Stock Awards column of the SCT.

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| (c) | Represents the year-over-year change in the fair value of equity awards, as shown below. For 2022, the change in fair value of equity awards has been attributed to the Named Executive Officer who was PEO as of December 31, 2022:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | 2025 | ​ ​ ​ | 2024 | ​ ​ ​ | 2023 | ​ ​ ​ | 2022 - First PEO | ​ ​ ​ | 2022 - Second PEO | ​ ​ ​ | 2021
Fair Value of | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY | ​ | 1,148,481 | ​ | 891,000 | ​ | 757,120 | ​ | 666,750 | ​ | 800,100 |  | 454,000
Change in prior year awards outstanding and unvested as of end of CFY | ​ | (194,200) | ​ | (365,990) | ​ | (266,938) | ​ | 1,096,200 | ​ | 730,800 |  | 305,800
Change in prior year awards that vested in current year | ​ | 93,347 | ​ | (3,536) | ​ | 20,538 | ​ | 83,900 | ​ | 53,694 |  | 169,620
Prior year awards that fail to meet vesting conditions during CFY | ​ | (77,220) | ​ | — | ​ | — | ​ | — | ​ | — | ​ | —
Dividends paid | ​ | 56,672 | ​ | 49,520 | ​ | 43,168 | ​ | 13,080 | ​ | 10,320 |  | —
Total Equity Award Adjustments | ​ | 1,027,080 | ​ | 570,994 | ​ | 553,888 | ​ | 1,859,930 | ​ | 1,594,914 |  | 929,420

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(3) | The dollar amounts reported represent the amount of CAP, computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Non-PEO Named Executive Officers during the applicable year. To calculate the amounts in the CAP to Non-PEO Named Executive Officers column in the table above, the following amounts were deducted from or added to (as applicable) the Total Compensation as reported in the SCT:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | Average | ​ ​ ​ | Reported | ​ ​ ​ | Equity | ​ ​ ​ | Average Summary
​ | ​ | Summary Compensation | ​ | Value of Average Equity | ​ | Award Adjustments to | ​ | Compensation Actually
​ | ​ | Table Total for Non-PEO | ​ | Awards to Non-PEO Named | ​ | Non-PEO Named | ​ | Paid to Non-PEO Named
​ | ​ | Named Executive Officers (a) | ​ | Executive Officers (b) | ​ | Executive Officers (c) | ​ | Executive Officers
Year | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
2025 | ​ | 1,947,430 | ​ | (760,045) | ​ | 564,408 | ​ | 1,751,794
2024 | ​ | 1,090,484 | ​ | (637,969) | ​ | 258,807 | ​ | 711,322
2023 |  | 1,457,560 |  | (580,800) |  | 292,161 |  | 1,168,921
2022 |  | 819,670 |  | (312,900) |  | 312,550 |  | 819,320
2021 |  | 733,150 |  | (259,290) |  | 690,512 |  | 1,164,372

| (a) | The amounts disclosed represent the average of the total amounts attributable to all non-PEO Named Executive Officers for the period each served, as included in the amounts reported as Total Compensation in the SCT.

| (b) | Represents the average grant date fair value of the equity awards reported in the Stock Awards column of the SCT.

| (c) | Represents the average year-over-year change in the fair value of equity awards, as shown below.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | 2025 | ​ | 2024 | ​ ​ ​ | 2023 | ​ ​ ​ | 2022 | ​ ​ ​ | 2021
Fair Value of | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($) | ​ | ($)
Equity awards granted in Current Fiscal year (CFY) outstanding and unvested as of end of CFY | ​ | 628,619 | ​ | 464,063 |  | 440,440 |  | 311,150 |  | 304,180
Change in prior year awards outstanding and unvested as of end of CFY | ​ | (108,490) | ​ | (232,060) |  | (190,584) |  | — |  | 201,272
Change in prior year awards that vested in current year | ​ | 56,711 | ​ | (3,121) |  | 13,685 |  | — |  | 185,060
Prior year awards that fail to meet vesting conditions during CFY | ​ | (44,921) | ​ | — | ​ | — | ​ | — | ​ | —
Dividends paid | ​ | 32,489 | ​ | 29,925 |  | 28,620 |  | 1,400 |  | —
Total Equity Award Adjustments | ​ | 564,408 | ​ | 258,807 |  | 292,161 | ​ | 312,550 | ​ | 690,512

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(4) | Reflects cumulative total shareholder return of the Peer Group as of December 31, 2025, calculated over the measurement period beginning as of December 31, 2020, established by the market close on that day through and including the end of 2025. The Peer Group used by the Company is the same as the one identified for purposes of Item 201(e) of Regulation S-K under the Exchange Act in its Form 10-K for the year ended December 31, 2025.

(5) | OCF is computed as EBITDA minus cash paid for capital expenditures, plus discretionary adjustments. For the year ended December 31, 2025, these adjustments included a net of reduction of $11.8 million comprising of the cashflows and costs related to a recently completed acquisition of $9.1 million and an insurance gain of $2.7 million. In 2023 discretionary adjustments totaling approximately $24.5 million related to pension plan termination, litigation settlement and expenses related to acquisitions were added back. There were no discretionary adjustments in computing OCF for the years 2024, 2022 and 2021.

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Financial Performance Measures

The Company has used OCF as the primary performance measure for 2025, 2024 and 2023. ROIC was used as the primary performance measurement for several years. ROIC is computed as the ratio of EBITDA to invested capital and was used for the years 2022 and 2021. Invested capital is computed as the aggregate average of stockholders’ equity, accumulated depreciation and long-term liabilities during each of the applicable years as disclosed on the Consolidated Balance Sheet in the Form 10-K for each of those years ended December 31. The Company used the following performance measures for 2025:

| > | Net Income;

| > | OCF – calculated as EBITDA minus cash paid for capital expenditures, adjusted as described above;

| > | EBITDA; and

| > | Total Shareholder Return.

See section titled Compensation Discussion and Analysis – Long Term Incentive Compensation for the performance goals used to grant PSUs in 2025.

Relationship between CAP and financial measures reported in the table

The Company’s TSR has performed consistently with the Peer Group over the five-year period ending in 2025. The Company reported lower net income in 2025 compared to the previous three years; net income in 2025 was higher than net income for years 2021. For 2025, the Company achieved a strong OCF performance compared to the Target Performance Goals set by the Committee. The total OCF performance was slightly greater than 2024 and 2021, but below the OCF achieved in 2023 and 2022.

The following graphs reflect the CAP paid to our PEOs and other Non-PEO Named Executive Officers over the five-year period ended December 31, 2025 and the performance of the Peer Group, and show the Company’s TSR, net income and OCF results over the same period.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our Executive Officers and Directors and persons who own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the SEC.

Delinquent Section 16(a) Reports: Based on our review of the filed copies of such forms, we believe that during the fiscal year ended December 31, 2025, all filing requirements applicable to our Executive Officers, Directors and greater than 10% beneficial owners were timely satisfied.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information relating to the beneficial ownership of our common stock as of March 2, 2026 by:

| > | Each of our Named Executive Officers;

| > | Each of our Directors and Director nominees;

| > | All of our current Executive Officers, Directors and Director nominees as a group; and

| > | Each stockholder or group as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, which beneficially owned five percent or more of the shares of Common Stock of the Company.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Unless otherwise indicated, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o of RPC, Inc., 2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329. The information provided in the table below is based on our records, information filed with the SEC, on which we are relying pursuant to applicable SEC regulations, and information provided to us.

​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | Amount | ​ ​ ​ | Percent of
​ | ​ | Beneficially | ​ | Outstanding
Name of Beneficial Owner | ​ | Owned(1) | ​ | Shares
Named Executive Officers: | ​ | ​ | ​ | ​
Ben M. Palmer |  | 1,220,529 | (2)​ | **
Michael L. Schmit | ​ | 228,746 | (3)​ | **
Richard A. Hubbell |  | 3,272,322 | (4)​ | 1.5
Directors and Director Nominees: | ​ | ​ | ​ | ​
Amy R. Kreisler (5) | ​ | 4,916,604 | (6)​ | 2.2
Timothy C. Rollins (5) | ​ | 3,994,646 | (7)​ | 1.8
Jerry W. Nix | ​ | 26,088 | ​ | **
Patrick J. Gunning | ​ | 33,088 | ​ | **
Susan R. Bell | ​ | 31,588 | ​ | **
Stephen E. Lewis | ​ | 9,882 | ​ | **
John F. Wilson | ​ | 27,088 | ​ | **
Gary Kolstad | ​ | 11,834 | ​ | **
Other Stockholders: | ​ | ​ | ​ | ​
Gary W. Rollins (5) | ​ | 30,767,240 | (8)​ | 13.9
Gary W. Rollins Voting Trust U/A dated September 13, 1999 | ​ | 85,125,180 | (9)​ | 38.4
R. Randall Rollins Voting Trust U/A Dated August 25, 1994 | ​ | 85,125,180 | (10)​ | 38.4
LOR, Inc. | ​ | 85,125,180 | (11)​ | 38.4
BlackRock Institutional Trust Company, N.A. | ​ | 12,846,641 | (12)​ | 5.8
Dimensional Fund Advisors, L.P. | ​ | 11,660,219 | (12)​ | 5.3
Control Group | ​ | 125,483,551 | (13)​ | 56.6
All Directors and Executive Officers as a group (11 persons) |  | 130,344,716 | (14)​ | 58.8

** | Less than one percent.

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(1) | Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.

(2) | Includes 389,400 shares of restricted stock awards of Company Common Stock.

(3) | Includes 156,825 shares of restricted stock awards of Company Common Stock.

(4) | Includes 259,230 shares of restricted stock awards of Company Common Stock.

(5) | Amy R. Kreisler and Timothy C. Rollins are siblings and are the niece and nephew of Gary W. Rollins.

(6) | Includes the following shares of Company Common Stock: (a) 1,411,395 shares of Company Common Stock held in a charitable trust of which she is a co-trustee and the Executive Director and (b) 192,224 shares held by multiple trusts benefiting the grandchildren and more remote descendants of her deceased father, R. Randall Rollins (Ms. Kreisler is a trustee of each such trust). Excludes 1,171 shares held by the R. Randall Rollins Voting Trust U/A dated August 25, 1994, as to which Ms. Kreisler is a co-trustee. Ms. Kreisler is part of a control group (see footnote (13) to this table) holding Company securities, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange Commission.

(7) | Includes the following shares of Company Common Stock: (a) 1,411,395 shares of Company Common Stock held in a charitable trust of which he is a co-trustee, (b) 369,040 shares held by multiple trusts benefiting the grandchildren and more remote descendants of his deceased father, R. Randall Rollins (Mr. Rollins is a trustee of each such trust), and (c) 54,323 shares held of record by a minor child under a Uniform Transfers to Minors Act account over which Mr. Rollins possesses voting and dispositive power as custodian of the account. Also includes 1,530 shares of Company Common Stock held by his wife, as to which Mr. Rollins disclaims any beneficial interest. Excludes 1,171 shares held by the R. Randall Rollins Voting Trust U/A dated August 25, 1994, as to which Mr. Rollins is a co-trustee. Mr. Rollins is part of a control group (see footnote (13) to this table) holding Company securities, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange Commission.

(8) | Includes the following shares of Company Common Stock: (a) 6,593 shares of the Company Common Stock held in a charitable trust of which he is a co-trustee and as to which he shares voting and investment power; (b) 4,815,173 shares held by WNEG Investments, L.P., a Georgia limited partnership (Gary W. Rollins is the sole member of the sole general partner of WNEG Investments, L.P.); (c) 3,224,505 shares held by revocable trust established by Gary W. Rollins, of which he is the sole trustee; (d) 2,233,820 shares held by a trust for the benefit of the grandchildren and more remote descendants of his deceased father, O. Wayne Rollins (Mr. Rollins is a trustee of that trust); (e) 4,568,936 shares held by four trusts for the benefit of Mr. Rollins’ grandchildren and more remote descendants (the trustee of each of those trusts is a corporation over which Mr. Rollins has the ability to assert control within sixty days); and (f) 10,702,287 shares held by four trusts for the benefit of the surviving spouse, children and/or more remote descendants of his deceased brother, R. Randall Rollins (the trustee of each of those trusts is a corporation over which Mr. Rollins has the ability to assert control within sixty days). Also includes 16,097 shares of Company Common Stock held by his wife, as to which Mr. Rollins disclaims any beneficial interest. Mr. Rollins is part of a control group (see footnote (13) to this table) holding Company securities, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange Commission.

(9) | The amount shown includes the following shares of Company Common Stock (a) 78,981,820 shares held by LOR, Inc., a Georgia corporation (the Gary W. Rollins Voting Trust has a 50% voting interest in LOR, Inc.) and (b) 6,143,360 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. The address for the Gary W. Rollins Voting Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(10) | The amount shown includes the following shares of Company Common Stock 78,981,820 shares held by LOR, Inc., a Georgia corporation (the R. Randall Rollins Voting Trust has a 50% voting interest in LOR, Inc.). The address for the R. Randall Rollins Voting Trust is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(11) | The amount shown includes the following shares of Company Common Stock 6,143,360 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. The address for LOR, Inc. is c/o RFA Management Company, LLC, 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

(12) | Based on most recently filed 13F.

(13) | Control group includes Gary W. Rollins, Amy R. Kreisler, Timothy C. Rollins and certain companies under their control, that possess in excess of 50% of the Company’s voting power. See footnotes (6), (7), (8), (9), (10), (11) & (14) to this table for additional information.

(14) | Shares held in trusts as to which more than one officer and/or director are co-trustees or entities in which there is common ownership have been included only once. Includes 805,455 shares of restricted stock awards for Company Common Stock awarded and issued to the executive officers pursuant to the Company’s Stock Incentive Plans.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Pursuant to a Transition Support Services agreement, the Company provides certain administrative services to Marine Products on a cost reimbursement basis and the arrangement may be terminated upon six months’ notice. The services include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $1.1 million in 2025.

On February 5, 2026, Marine Products announced that it had entered into an Agreement and Plan of Merger with MasterCraft. The transaction is subject to shareholder and regulatory approvals and other closing conditions. If the Proposed Merger closes as planned, the Transition Support Services agreement is expected to be canceled on or about the closing date and a new Transition Support Services agreement is expected to be signed with Mastercraft.

RPC and Marine Products own 50% each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2025, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $181 thousand for the corporate aircraft.

During 2025, we and our largest stockholder, LOR, Inc. (LOR), entered into a registration rights agreement (the Agreement), pursuant to which we have granted LOR and certain of its affiliates (collectively, the Selling Stockholders) and their permitted transferees the right to require, subject to certain conditions and limitations, us to register for resale all Company securities held by such stockholders, and certain customary piggy back registration rights with respect to registrations initiated by us. The Agreement also contains customary provisions relating to indemnification. The Agreement has a term of 15 years, and in addition to piggyback registration rights, allows the Selling Stockholders to make up to two demands for shelf takedowns per year, subject to a maximum of ten takedowns in total and a minimum requirement that at least $35 million of common stock, in the aggregate, be included in each takedown. The Selling Stockholders include Amy R. Kreisler, and Timothy C. Rollins, each of whom is a current director of the Company, as well as the other members of our controlling stockholder group. Pursuant to the Agreement, we have filed a shelf registration statement on Form S-3 with the SEC that expires on May 5, 2028. The Form S-3 shelf registration statement registers for the resale of up to 127,235,202 shares of our common stock, which represents a majority of the Company securities held by the Selling Stockholders.

Related party transactions, as defined in Regulation S-K, Item 404(a), must be reviewed and approved in advance by our Nominating and Corporate Governance Committee or, in the event that our Nominating and Corporate Governance Committee does not consist of all independent directors, by a Subcommittee (the Subcommittee) of the Nominating and Corporate Governance Committee consisting of all of the independent members thereof. As set forth in the Charter of our Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee has the authority and responsibility to ensure that it approve all related party transactions, including material amendments that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Nominating and Corporate Governance Committee also has the authority to hire legal, accounting, financial or other advisors, as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. These same rights and responsibilities apply equally to the Subcommittee. The Related Party Transaction Policy states that in the event that a member of the Nominating and Corporate Governance Committee has a direct or indirect material interest in a related party transaction, then the authority and responsibilities of the Nominating and Corporate Governance Committee with respect to related person transactions shall be assumed by the Audit Committee. A

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copy of the Charter of the Nominating and Corporate Governance Committee and of the Audit Committee is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2025 were reviewed, pre-approved and/or ratified by the Nominating and Corporate Governance Committee and/or Audit Committee in accordance with their Charters.

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STOCKHOLDER PROPOSALS

AND BOARD NOMINATIONS

Appropriate proposals of stockholders intended to be presented at the Company’s 2027 Annual Meeting of Stockholders must be received by the Company by November 18, 2026 in order to be included, pursuant to Rule 14a-8 promulgated under the Exchange Act, in the Company’s proxy statement and form of proxy relating to that meeting. With regard to such stockholder proposals, if the date of the next annual meeting of stockholders is advanced or delayed more than 30 calendar days from April 28, 2027, the Company will, in a timely manner, inform its stockholders of the change and of the date by which such proposals must be received. Stockholders desiring to present business at the 2027 Annual Meeting of Stockholders outside of the stockholder proposal rules of Rule 14a-8 of the Exchange Act and instead pursuant to Article Twenty-Seventh of the Bylaws must prepare a written notice regarding such proposal addressed to The Corporate Secretary, RPC, Inc., 2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329, and it must be delivered or mailed and received no later than January 28, 2027 and no earlier than December 19, 2026. Stockholders should consult the Bylaws for other specific requirements related to such notice and proposed business.

With respect to stockholder nomination of directors, the Bylaws provide that nominations for the election of directors may be made by any stockholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires with respect to nominations for directors for election at an annual meeting, that written notice be addressed to: The Corporate Secretary, RPC, Inc., 2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329, and be received not less than 90 nor more than 130 days prior to the anniversary of the prior year’s annual meeting and set forth, among other requirements specified in the Bylaws, the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other specific requirements related to such notice, including required disclosures concerning the stockholder intending to present the nomination, are set forth in the Bylaws. Notices of nominations must be received by the Corporate Secretary of the Company no later than January 28, 2027 and no earlier than December 19, 2026, with respect to directors to be elected at the 2027 Annual Meeting of Stockholders.

In addition, a stockholder who intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws must provide notice to the Company with the information required by SEC Rule 14a-19, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 days prior to the one year anniversary date of the prior year’s annual meeting (for the 2027 meeting, no later than February 28, 2027). Such notice should be delivered to our Corporate Secretary at our principal executive offices. If the date of the 2027 annual meeting is changed by more than 30 days from such anniversary date, however, then the stockholder must provide notice by the later of 60 days prior to the one year anniversary date of the 2026 annual meeting and the 10th day following the date on which public announcement of the date of the 2027 annual meeting is first made.

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EXPENSES OF SOLICITATION

The Company will bear the cost of soliciting proxies. Upon request, we will reimburse brokers, dealers and banks, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy material to their beneficial stockholders of record. Solicitation of proxies will be made principally by mail. Proxies also may be solicited in person or by telephone, facsimile or other means by our directors, officers and regular employees. These individuals will receive no additional compensation for these services. The Company has retained Alliance Advisors, LLC to provide proxy solicitation services for an estimated fee of approximately $19,000 plus reasonable out of pocket expenses.

ANNUAL REPORT

The Company’s Annual Report to Stockholders, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, without exhibits, is being provided to stockholders with this Proxy Statement. The Annual Report is not considered proxy-soliciting material.

FORM 10-K

Upon the written request of any record or beneficial owner of the Company’s Common Stock whose proxy was solicited in connection with the 2026 Annual Meeting of Stockholders, the Company will furnish such owner, without charge, a copy of its Annual Report on Form 10-K, including the financial statements and the financial statement schedules (but without exhibits), for its fiscal year ended December 31, 2025. Requests for a copy of such Annual Report on Form 10-K should be addressed to Mr. Michael L. Schmit, Corporate Secretary, at RPC, Inc., 2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329.

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OTHER MATTERS

Our Board of Directors knows of no business other than the matters set forth herein which will be presented at the Annual Meeting. In as much as matters not known at this time may come before the Annual Meeting, the enclosed proxy confers discretionary authority with respect to such matters as may properly come before the Annual Meeting; and it is the intention of the persons named in the proxy to vote in accordance with their best judgment on such matters.

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​ | BY ORDER OF THE BOARD OF DIRECTORS
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​ | Michael L. Schmit
​ | Corporate Secretary
Atlanta, Georgia | ​
March 18, 2026 | ​

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CAUTION CONCERNING FORWARD- LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Proxy Statement, including statements regarding future operations are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if,” or the negative of these terms and similar expressions intended to identify forward-looking statements. Forward-looking statements are made subject to the safe harbor provisions of the federal securities laws pursuant to Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements primarily on our current opinions, expectations, beliefs, plans, objectives, assumptions and projections about future events and trends that we believe may affect us. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Proxy Statement, including our expectations for 2026, may not occur and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements. You should read this Proxy Statement with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. These forward-looking statements include, without limitation, that we have positioned ourselves for long-term value creation, that our corporate objective is to create long-term shareholder value by delivering best-in-class oilfield services while maintaining conservative financial discipline, that we believe our execution has consistently aligned with that strategy, that we are actively exploring strategic growth opportunities to deploy capital and increase our scale,but we are doing so with the same rigor and economic discipline that has helped us achieve our strong financial position, that we launched several differentiated products and services in 2025 and are encouraged by initial feedback and these new products position RPC as an industry leader in innovation and service quality and strengthen our market positions. Statements regarding our consistent profitability and cash generation, despite market dynamics and industry headwinds, that our financial discipline has positioned us to continue pursuing strategic growth initiatives and capitalize on the investments made over the past year in our asset base and operational capabilities, that we have launched several internal initiatives aimed at enhancing execution and expanding margins and we continue to allocate capital toward differentiated innovative products and service enhancements, that based on initial customer feedback, we expect increased adoption of many of these differentiated products and services in 2026, that we are continuously evaluating acquisition opportunities to broaden and diversify our service offerings and scale and remain focused on evaluating acquisitions to expand and enhance our platform and continue to assess opportunities through a return-based framework. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “Risk Factors” set forth in Part I, Item 1A of our 2025 Annual Report on Form 10-K, a copy of which is being provided with this Proxy Statement, and in our other SEC filings, which include, among other things, the dependence of our business on the oil and natural gas industries and related commodity pricing and volatility in oil and gas prices, potential reliance on large customers, adverse weather conditions, and the potential reliance on large customers, climate change and adverse weather conditions, our potential inability to identify accretive acquisitions and/or to integrate them cost effectively, and the potential impact on our business of wars and pandemics. Forward-looking statements speak only as of the date of this Proxy Statement, and you should not put undue reliance on any forward-looking statements. We assume no obligation to publicly update or revise any forward-looking statements because of new information, future events, changes in assumptions or otherwise, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. While we believe that the information on which we have based these forward-looking statements provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements

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should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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|  | NAME & ADDRESS HERE BARCODE HERE PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. NAME & ADDRESS HERE CONTROL NUMBER Address Change: (If you noted any Address Changes above, please mark box.) ☐ RPC, INC. ANNUAL MEETING OF STOCKHOLDERS APRIL 28, 2026 AT 12:15 p.m. ET THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RPC, INC. The undersigned hereby constitutes and appoints Richard A. Hubbell and Ben M. Palmer, and each of them, jointly and severally, as proxies, with full power of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 28, 2026 at 12:15 p.m. ET at 2170 Piedmont Road NE, Atlanta, GA 30324, or any adjournment of the meeting. The undersigned acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 18, 2026, and grants authority to said proxies, or either of them, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting and hereby ratifies and confirms all that said proxies or their substitutes may lawfully do in the undersigned's name, place, and stead. The undersigned instructs said proxies, or either of them, to vote as stated on the reverse side. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Signature _____________________________________________________ Date _________________________________________________________ Title __________________________________________________________ Signature (Joint Owners) ______________________________________ NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, limited liability company, or partnership, please sign in full corporate, limited liability company, or partnership name by authorized officer or person. PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone. Vote Your Proxy on the Internet: Go to https://AALvote.com/RES Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote Your Proxy by Phone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it and return it in the postage-paid envelope provided. Vote in Person: You may vote your shares in person at the 2026 Annual Meeting on April 28, 2026 at 12:15 p.m. ET at 2170 Piedmont Road NE, Atlanta, GA 30324 Scan QR Code for Digital Voting CONTROL NUMBER As a stockholder of RPC, Inc., you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic or telephonic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. ET on April 27, 2026.

|  | PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 28, 2026: The Proxy Statement is available at: https://web.viewproxy.com/RPC/2026 This proxy will be voted as directed or, if no direction is given, will be voted “FOR ALL” the nominees named in Proposal 1; and “FOR” Proposals 2 and 3. The proxies are authorized to vote in their judgment upon such other business not known as may properly come before the Annual Meeting or any adjournments thereof. Your Board of Directors recommends a vote “FOR” all the nominees listed in Item 1. Please mark your votes like this 1. To elect ten Nominees for a one-year term (expiring in 2027) to the Board of Directors: Your Board of Directors recommends a vote “FOR” Items 2 and 3. 2. To ratify the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. FOR ☐ AGAINST ☐ ABSTAIN ☐ 3. To hold a nonbinding vote to approve executive compensation. FOR ☐ AGAINST ☐ ABSTAIN ☐ Note: To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting. FOR AGAINST ABSTAIN (1) Susan R. Bell ☐ ☐ ☐ (2) Patrick J. Gunning ☐ ☐ ☐ (3) Richard A. Hubbell ☐ ☐ ☐ (4) Gary Kolstad ☐ ☐ ☐ (5) Amy R. Kreisler ☐ ☐ ☐ (6) Stephen E. Lewis ☐ ☐ ☐ (7) Ben M. Palmer ☐ ☐ ☐ (8) Timothy C. Rollins ☐ ☐ ☐ (9) Wesley N. Slagle ☐ ☐ ☐ (10) John F. Wilson ☐ ☐ ☐