Item 8.01 Other Events

On June 21, 2022, HP Inc. (the "Company" or "HP") closed its public offering of (i) $900,000,000 aggregate principal amount of 4.750% notes due 2028 (the "2028 Notes") and (ii) $1,100,000,000 aggregate principal amount of 5.500% notes due 2033 (the "2033 Notes" and, the 2033 Notes together with the 2028 Notes, the "Notes"). The Notes were issued pursuant to the Indenture, dated as of June 17, 2020 (as amended and supplemented from time to time, the "Indenture"), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"). The Notes were registered under the Securities Act, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-235474) filed with the Securities and Exchange Commission on December 12, 2019, as amended by Post-Effective Amendment No. 1 thereto dated December 9, 2020, and Post-Effective Amendment No. 2 thereto dated December 10, 2020 (as so amended, the "Registration Statement").

The Indenture has been filed as Exhibit 4.1 to the Company's Current Report on Form 8-K and is incorporated herein by reference. A form of each series of the Notes is attached hereto as Exhibits 4.2 and 4.3. The Company's officers' certificate, dated June 21, 2022 (the "301 Officers' Certificate"), authorizing the terms of the Notes pursuant to Section 301 of the Indenture, is attached hereto as Exhibit 4.4. In connection with the issuance of the Notes, Gibson, Dunn & Crutcher LLP has provided a legal opinion and consent, which are attached hereto as Exhibits 5.1 and 23.1, respectively.

Item 9.01. Financial Statements and Exhibits.



Exhibit
Number     Description
  4.1      Indenture, dated as of June 17, 2020, between HP Inc. and The Bank of New
           York Mellon Trust Company, N.A., as Trustee (incorporated by reference to
           Exhibit 4.1 of the Company's Current Report on Form 8-K, filed on June
           17, 2020).
  4.2      Form of 4.750% notes due 2028.
  4.3      Form of 5.500% notes due 2033.
  4.4      Officers' Certificate, dated June 21, 2022, delivered pursuant to Section
           301 of the Indenture.
  5.1      Opinion of Gibson, Dunn & Crutcher LLP.
  23.1     Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).
           Cover Page Interactive Data File, formatted in Inline XBRL (included as
104        Exhibit 101).

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