What changed in this filing

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Item 9A. Controls and Procedures

2025-12-10 compared with 2024-12-13 · 95 added, 105 removed, 237 unchanged (46% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”).

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date due to the unremediated material weakness in our internal control over financial reporting described below.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date such that the information required to be disclosed by us in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to HP’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

See Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.

Material Weakness

As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023, we identified a material weakness in internal control over financial reporting.

The material weakness resulted from undue reliance on information generated from certain software solutions affecting net revenue without effectively designed information technology (“IT”) general controls specifically around user access and change management.

As of October 31, 2024, the Company has concluded that the previously identified material weakness was not remediated and that IT general control deficiencies exist in the areas of user access, change management and job schedule monitoring IT operations for certain applications affecting various financial statement line items as well as net revenue.

As a result of the material weakness, the application controls and IT dependent manual controls that rely upon information from affected IT applications were also deemed ineffective.

Remediation of Previously Reported Material Weakness

As previously reported in the Company’s Annual Report on Form 10-K for fiscal year ended October 31, 2024, we identified a material weakness in internal control over financial reporting.

The material weakness resulted from undue reliance on information generated from certain software solutions affecting various financial statement line items as well as net revenue without effectively designed information technology (“IT”) general controls specifically around user access and change management and job schedule monitoring IT operations.

This material weakness did not result in any material misstatement of our financial statements.

While this material weakness did not result in a material misstatement of our financial statements, there is a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected.

While this material weakness did not result in a material misstatement of our financial statements, there was a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected.

Accordingly, we determined that it constituted a material weakness.

With respect to the material weakness above, management, under the oversight of the Audit Committee, is in the process of designing appropriate IT general controls specific to the impacted software solutions.

While we have taken steps to implement our remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.

With respect to the material weakness above, management, under the oversight of the Audit Committee, completed the re-design and implementation of IT general controls specific to the impacted software solutions.

During the quarter ended October 31, 2025, we completed our testing of the operating effectiveness of internal controls impacted by these remediation efforts and determined the material weakness has been remediated as of October 31, 2025.

Changes in Internal Control over Financial Reporting

Other than the material weakness described above, there have been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than the material weakness remediation activities described above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the three months ended October 31, 2024, no such plans or other arrangements were adopted or terminated .

On September 4, 2025 , Alex Cho , our then President, Personal Systems , adopted a written plan for the sale of up to (i) 86,569 shares of our common stock underlying employee stock options;

and (ii) 53,221 shares of our common stock underlying performance adjusted restricted stock units, plus any additional shares that vest based on the achievement of the relevant performance criteria.

The plan is scheduled to commence on December 8, 2025 and is scheduled to expire on December 11, 2025 , or on any earlier date on which all of the shares have been sold.

This plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

8 unchanged sentences

• Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as “Integrity at HP”, is set forth in the section entitled “Code of Conduct” under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors” and information on HP’s Corporate Governance Guidelines is set forth in the sections entitled “How We Are Selected” and “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors.”

1 Election of Directors,” information on HP’s Corporate Governance Guidelines is set forth in the sections entitled “How We Are Selected” and “Director Independence” under “Corporate Governance and Board of Directors—Board Proposal No.

1 Election of Directors,” and information required by Item 405 of Regulation S-K under the Exchange Act is set forth in the section entitled “Delinquent Section 16(a) Reports.”

Insider Trading Policies and Procedures

72 unchanged sentences

June 17, 2020

4(h) Form of 3.400% notes due 2030 and related Officers’ Certificate.

8-K 001-04423 4.4 and 4.5

June 17, 2020

4(i) First Supplemental Indenture, dated as of June 16, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee .

4(h) First Supplemental Indenture, dated as of June 16, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee .

8-K 001-04423 4.2 June 21, 2021

4(j) Form of 1.450% notes due 2026 and 2.650% notes due 2031 (included in Exhibit 4(j)).

4(k) Form of 4.000% notes due 2029 and related Officers’ Certificate.

4(i) Form of 1.450% notes due 2026 and 2.650% notes due 2031 (included in Exhibit 4(j)).

4(j) Form of 4.000% notes due 2029 and related Officers’ Certificate.

8-K 001-04423 4.2 and 4.4

March 31, 2022

4(l) Form of 4.200% notes due 2032 and related Officers’ Certificate.

4(k) Form of 4.200% notes due 2032 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.4

March 31, 2022

4(m) Form of 4.750% notes due 2028 and related Officers’ Certificate.

4(l) Form of 4.750% notes due 2028 and related Officers’ Certificate.

8-K 001-04423 4.2 and 4.4

June 21, 2022

4(n) Form of 5.500% notes due 2033 and related Officers’ Certificate.

4(m) Form of 5.500% notes due 2033 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.4

June 21, 2022

4(o) Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc.

4(n) Second Supplemental Indenture, dated as of September 1, 2022, between HP Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee.

8-K 001-04423 4.2 September 7, 2022

4(p) Form of 4.750% notes due 2029 (included in Exhibit 4(o)).

10(a) Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.*

8-K 001-04423 10.2 September 21, 2006

4(o) Form of 4.750% notes due 2029 (included in Exhibit 4(o)).

4(p) Third Supplemental Indenture dated April 14, 2025, by and among HP Inc., The Bank of New York Mellon Trust Company, N.A., as first trustee, and U.S.

Bank Trust Company, National Association, as successor trustee.

8-K 001-04423 4.1 April 16, 2025

Number Incorporated by Reference

1 unchanged sentence

Exhibit(s) Filing Date

4(q) Form of 5.400% notes due 2030 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.4

April 25, 2025

4(r) Form of 6.100% notes due 2035 and related Officers’ Certificate.

8-K 001-04423 4.3 and 4.

April 25, 2025

10(a) Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.*

8-K 001-04423 10.2 September 21, 2006

10(b) Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.*

17 unchanged sentences

March 2, 2017

10(k) Second Amended and Restated HP Inc.

2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.*

10-Q 001-04423 10(y)(y)

March 2, 2017

10(l) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2016).*

March 2, 2017

10(m) Second Amended and Restated HP Inc.

2004 Stock Incentive Plan (as amended effective January 29, 2018).*

10-Q 001-04423 10(b)(b)(b) March 1, 2018

10(n) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).*

10-Q 001-04423 10(c)(c)(c) March 1, 2018

10(o) Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).*

Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).*

10-Q 001-04423 10(e)(e)(e) March 1, 2018

10(p) Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).*

Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).*

10-Q 001-04423 10(f)(f)(f) March 1, 2018

10(q) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*

Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*

10-K 001-04423 10(g)(g)(g) December 13, 2018

10(r) Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2018).*

Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2018).*

10-Q 001-04423 10(k)(k)(k) March 5, 2019

10(s) Form of Grant Agreement for grants of non-qualified stock options.*

Form of Grant Agreement for grants of non-qualified stock options.*

10-K 001-04423 10(m)(m)(m) December 12, 2019

10(t) Form of Retention Grant Agreement for grants of non-qualified stock options.*

Form of Retention Grant Agreement for grants of non-qualified stock options.*

10-K 001-04423 10(n)(n)(n) December 12, 2019

10(u) Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*

Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*

10-Q 001-04423 10(n)(n)(n) March 5, 2020

10(v) Amendment Number One to Second Amended and Restated HP Inc.

Amendment Number One to Second Amended and Restated HP Inc.

2004 Stock Incentive Plan (as amended effective February 28, 2020).*

10-Q 001-04423 10(r)(r)(r) June 5, 2020

10(w) Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).*

Amendment Number One to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective February 28, 2020).*

10-Q 001-04423 10(s)(s)(s) June 5, 2020

Amendment Number Two to Second Amended and Restated HP Inc.

2004 Stock Incentive Plan (as amended effective September 21, 2020.*

10-K 001-04423 10(x)(x)(x) December 10, 2020

Number Incorporated by Reference

1 unchanged sentence

Exhibit(s) Filing Date

10(x) HP Inc.

2021 Employee Stock Purchase Plan.*

10-Q 001-04423 10(t)(t)(t) June 5, 2020

10(y) Amendment Number Two to Second Amended and Restated HP Inc.

2004 Stock Incentive Plan (as amended effective September 21, 2020.*

10-K 001-04423 10(x)(x)(x) December 10, 2020

10(z) Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).*

Amendment Number Two to Registrant's 2005 Executive Deferred Compensation Plan (as amended effective September 21, 2020).*

10-K 001-04423 10(y)(y)(y) December 10, 2020

10(a)(a) Form of Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

Form of Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

10-Q 001-04423 10(x)(x)(x) March 5, 2021

10(b)(b) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 17, 2020).*

10-Q 001-04423 10(y)(y)(y) March 5, 2021

10(c)(c) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

10-Q 001-04423 10(c)(c)(c)(c) March 5, 2021

10(d)(d) Form of Grant Agreement for grants of restricted stock units for directors.*

Form of Grant Agreement for grants of restricted stock units for directors.*

10-Q 001-04423 10(d)(d)(d)(d) March 5, 2021

10(e)(e) First Amendment to the Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020 (as amended effective December 7, 2020)*

First Amendment to the Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020 (as amended effective December 7, 2020)*

10-Q 001-04423 10(e)(e)(e)(e) March 5, 2021

10(f)(f) Amendment Number Three to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective November 17, 2020).*

Amendment Number Three to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective November 17, 2020).*

10-Q 001-04423 10(f)(f)(f)(f) March 5, 2021

10(g)(g) Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021) .*

Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021) .*

10-Q 001-04423 10(j)(j)(j) September 3, 2021

10(h)(h) Form of Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q 001-04423 10(j)(j)(j) March 7, 2022

10(i)(i) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 16, 2021).*

10-Q 001-04423 10(k)(k)(k) March 7, 2022

10(j)(j) Form of Grant Agreement for grants of non-qualified stock options.*

Form of Grant Agreement for grants of non-qualified stock options.*

10-Q 001-04423 10(l)(l)(l) March 7, 2022

10(k)(k) Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

Form of Grant Agreement for grants of performance-contingent non-qualified stock options.*

10-Q 001-04423 10(o)(o)(o) March 7, 2022

10(l)(l) Third Amended and Restated HP Inc.

2004 Stock Incentive Plan.*

8-K 001-04423 10.1 April 22, 2022

10(m)(m) Plantronics, Inc.

Plantronics, Inc.

2003 Stock Plan, as amended and restated.*

S-8 333-267151 4.4 August 29, 2022

10(n)(n) Amendment Number One to the Plantronics, Inc.

Amendment Number One to the Plantronics, Inc.

2003 Stock Plan, as amended and restated.*

S-8 333-267151 4.5 August 29, 2022

10(o)(o) Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*

Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*

10-K 001-04423 10(t)(t)(t) December 6, 2022

10(p)(p) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10-Q 001-04423 10(u)(u)(u) March 1, 2023

10(q)(q) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10-Q 001-04423 10(v)(v)(v) March 1, 2023

10(r)(r) Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*

Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*

10-Q 001-04423 10(w)(w)(w) March 1, 2023

10(s)(s) Form of Grant Agreement for grants of performance-contingent non-qualified stock options (for use from November 1, 2022).*

Form of Grant Agreement for grants of performance-contingent non-qualified stock options (for use from November 1, 2022).*

10-Q 001-04423 10(z)(z)(z) March 1, 2023

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

10(t)(t) Second Amendment to Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020, for Performance-Contingent Stock Options generally granted on or after December 7, 2022.*

Second Amendment to Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020, for Performance-Contingent Stock Options generally granted on or after December 7, 2022.*

10-Q 001-04423 10(a)(a)(a)(a) March 1, 2023

10(u)(u) Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

10-Q 001-04423 10(b)(b)(b)(b) March 1, 2023

10(v)(v) Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

10-Q 001-04423 10(c)(c)(c)(c) March 1, 2023

10(w)(w) 2023 Amendment to the HP Inc.

2023 Amendment to the HP Inc.

Cash Account Restoration Plan.*

10-Q 001-04423 10(d)(d)(d)(d) May 31, 2023

10(x)(x) Third Amendment to the HP Inc.

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Third Amendment to the HP Inc.

Excess Benefit Plan.*

10-Q 001-04423 10(e)(e)(e)(e) May 31, 2023

10(y)(y) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2023).*

Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2023).*

10(f)(f)(f)(f)

February 28, 2024

10(z)(z) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2023).*

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2023).*

10(g)(g)(g)(g)

February 28, 2024

10(a)(a)(a) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2023).*

Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2023).*

10(j)(j)(j)(j)

February 28, 2024

10(b)(b)(b) Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

plan for use from December 1, 2023).*

1 unchanged sentence

February 28, 2024

10(c)(c)(c) Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

plan for use from December 1, 2023).*

1 unchanged sentence

February 28, 2024

10(d)(d)(d) Registrant’s Fourth Amended and Restated 2004 Stock Incentive Plan.*

Registrant’s Fourth Amended and Restated 2004 Stock Incentive Plan.*

10.1 April 25, 2024

10(e)(e)(e) Five-Year Credit Agreement dated August 1, 2024, by and among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

10.1 August 6, 2024

10(f)(f)(f) Amended Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 16, 2021).*

August 29, 2024

10(g)(g)(g) Amended Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2022).*

Five-Year Credit Agreement dated August 1, 2024, by and among the Registrant, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

10.1 August 6, 2024

10(h)(h)(h) Form of HP Agreement Regarding Confidential Information and Proprietary Developments*†

Form of HP Agreement Regarding Confidential Information and Proprietary Developments*

10-K 001-4423 10(h)(h)(h) December 13, 2024

Amended Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2022).*

February 28, 2025

Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2024).*†

Form of Retention Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2024).*†

2021 Employee Stock Purchase Plan (as amended on June 11, 2 025) .*†

19 Insider Trading Policy.

10-K 001-4423 19 December 13, 2024

21 Subsidiaries of the Registrant as of October 31, 202 5 .

5 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Mandatory Covered Compensation Recovery Policy.

97 December 18, 2023

Number Incorporated by Reference

1 unchanged sentence

Exhibit(s) Filing Date

Mandatory Covered Compensation Recovery Policy.

97 December 18, 2023

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†

17 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Karen L.

Parkhill, Julie Jacobs and Rick Hansen, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Parkhill and Julie Jacobs, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

5 unchanged sentences

(Principal Financial Officer) December 10, 2025

/s/ STEPHANIE LIEBMAN

/s/ MANPREET GREWAL

Global Controller

(Principal Accounting Officer) December 10, 2025

Stephanie Liebman

/s/ AIDA ALVAREZ Director December 12, 2024

/s/ ROBERT R.

BENNETT Director December 12, 2024

Manpreet Grewal

/s/ CHARLES V.

16 unchanged sentences

Judith Miscik

/s/GIANLUCA PETTITI

Director December 10, 2025

Gianluca Pettiti

RUCKER Director December 10, 2025

/s/ SONGYEE YOON

Director December 10, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures