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Item 9A. Controls and Procedures

2024-11-13 compared with 2023-11-08 · 26 added, 15 removed, 148 unchanged (22% of the section changed)

11 unchanged sentences

OTHER INFORMATION

On August 19, 2024 , Raymond ("Trey") Adams III , Senior Vice President of Digital Operations, Sales, & Marketing , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 12,000 shares of Company common stock between November 19, 2024 and July 31, 2025 , subject to certain conditions.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

2024 FORM 10-K | 107

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3 unchanged sentences

The other information required by this item will be included in the Company's definitive proxy statement to be filed with the SEC no later than 120 days after September 30, 2024, in connection with the solicitation of proxies for the Company's 2025 annual meeting of stockholders (the "2025 Proxy Statement"), and is incorporated herein by reference.

2023 FORM 10-K | 100

EXECUTIVE COMPENSATION

12 unchanged sentences

Consolidated Statements of Operations for the Years Ended September 30, 2024 , 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2023 , 2022 and 2021

Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2024 , 2023 and 2022

Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2024 , 2023 and 2022

1 unchanged sentence

Notes to Consolidated Financial Statements

2024 FORM 10-K | 108

Financial Statement Schedules:

5 unchanged sentences

3.2 Amended and Restated By‑laws of Helmerich & Payne, Inc.

(incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on March 3, 2023, SEC File No.

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

(incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on September 12, 2024 , SEC File No.

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, SEC File No.

4.2 Indenture, dated December 20, 2018, among Helmerich & Payne, Inc., Helmerich & Payne International Drilling Co.

and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on December 20, 2018, SEC File No.

2023 FORM 10-K | 101

4.3 Second Supplemental Indenture, dated September 29, 2021, to the Indenture, dated December 20, 2018, between Helmerich & Payne, Inc.

and Wells Fargo Bank, National Association, as trustee (including the form of 2.900% Senior Note due 2031) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 29, 2021, SEC File No.

10.1 Credit Agreement, dated November 13, 2018, among Helmerich & Payne, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, SEC File No.

10.2 Amendment No.

1 to Credit Agreement, dated November 13, 2019, among Helmerich & Payne, Inc., the lenders party thereto and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2019, SEC File No.

10.3 Amendment No.

2 to Credit Agreement, Dated March 8, 2022, among Helmerich & Payne, Inc., the lenders party thereto and Wells Fargo Bank, National Association.

Third Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee (including the form of 4.650% Senior Note due 2027) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 17, 2024, SEC File No.

Fourth Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee (including the form of 4.850% Senior Note due 2029) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 17, 2024, SEC File No.

Fifth Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc.

and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee (including the form of 5.500% Senior Note due 2034) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 17, 2024, SEC File No.

Registration Rights Agreement, dated September 17, 2024, among Helmerich & Payne, Inc.

and the initial purchasers named therein (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 17, 2024, SEC File No.

10.1 Amended and Restated Credit Agreement, dated August 14, 2024, among Helmerich & Payne, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 15, 2024, SEC File No.

10.2 Term Loan Agreement, dated as of August 14, 2024, by and among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 15, 2024, SEC File No.

Form of Change of Control Agreement applicable to executive officers and certain other employees of Helmerich & Payne, Inc., adopted September 9, 2020 (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 14, 2020, SEC File No.

7 unchanged sentences

(i) Nonqualified Stock Option Agreement and (ii) Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 14, 2012, SEC File No.

2024 FORM 10-K | 109

Form of Agreements for the Helmerich & Payne, Inc.

18 unchanged sentences

Director Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, SEC File No.

2023 FORM 10-K | 102

Form of Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc.

17 unchanged sentences

Form of Restricted Stock Agreement for the Helmerich & Payne Amended and Restated 2020 Omnibus Incentive Plan applicable to Directors (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, SEC File No.

2024 FORM 10-K | 110

Form of Annual Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc.

4 unchanged sentences

Amended and Restated 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, SEC File No.

19.1 Insider Trading Policy.

21 List of Subsidiaries of the Company.

4 unchanged sentences

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

97 Helmerich & Payne Rule 10D-1 Clawback Policy.

2023 FORM 10-K | 103

97 Helmerich & Payne Rule 10D-1 Clawback Policy (incorporated herein by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, SEC File No.

101 Financial statements from this Form 10‑K formatted in Inline eXtensible Business Reporting Language (XBRL):

17 unchanged sentences

Lindsay (Principal Executive Officer)

Smith Senior Vice President and Chief Financial Officer November 8, 2023

Smith (Principal Financial Officer)

Senior Vice President and Chief Financial Officer November 13, 2024

(Principal Financial Officer)

Momper Vice President and Chief Accounting Officer November 13, 2024

21 unchanged sentences

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