What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-11 compared with 2025-05-09 · 370 added, 228 removed, 1008 unchanged (37% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, September 30,

June 30, September 30,

(in thousands except share data) 2025 2024

7 unchanged sentences

Prepaid expenses and other, net 116,853 76,419

Assets held-for-sale 14,238 —

Total current assets 1,490,512 1,192,069

25 unchanged sentences

Shareholders' Equity:

Common stock, $ 0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of March 31, 2025 and September 30, 2024, and 99,415,281 and 98,755,412 shares outstanding as of March 31, 2025 and September 30, 2024, respectively

Common stock, $ 0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of June 30, 2025 and September 30, 2024, and 99,434,289 and 98,755,412 shares outstanding as of June 30, 2025 and September 30, 2024, respectively

11,222 11,222

4 unchanged sentences

9,501 ( 6,350 )

Treasury stock, at cost, 12,807,584 shares and 13,467,453 shares as of March 31, 2025 and September 30, 2024, respectively

Treasury stock, at cost, 12,788,576 shares and 13,467,453 shares as of June 30, 2025 and September 30, 2024, respectively

( 464,069 ) ( 489,393 )

6 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended June 30,

(in thousands, except per share amounts) 2025 2024 2025 2024

11 unchanged sentences

Asset impairment charges 173,258 — 175,102 —

Restructuring charges 4,681 — 4,681 —

Gain on reimbursement of drilling equipment ( 6,773 ) ( 9,732 ) ( 26,149 ) ( 24,687 )

Other (gain) loss on sale of assets ( 884 ) 2,431 789 ( 12 )

Other loss on sale of assets

1,347 2,730 2,136 2,718

OPERATING INCOME 42,163 111,167 133,049 236,405

1,169,193 584,267 2,729,485 1,712,952

OPERATING INCOME (LOSS)

( 128,269 ) 113,457 4,780 349,862

Other income (expense)

6 unchanged sentences

( 4,639 ) 8,931 ( 16,821 ) 14,804

Income before income taxes 44,448 117,025 120,867 242,278

Income (loss) before income taxes

( 132,908 ) 122,388 ( 12,041 ) 364,666

Income tax expense 28,991 33,703 92,100 95,977

NET INCOME 2,986 84,831 57,758 180,004

NET INCOME (LOSS)

( 161,899 ) 88,685 ( 104,141 ) 268,689

Net income attributable to non-controlling interest

859 — 2,191 —

NET INCOME ATTRIBUTABLE TO HELMERICH & PAYNE, INC.

NET INCOME (LOSS) ATTRIBUTABLE TO HELMERICH & PAYNE, INC.

$ ( 162,758 ) $ 88,685 $ ( 106,332 ) $ 268,689

Earnings per share attributable to Helmerich & Payne, Inc.:

Earnings (loss) per share attributable to Helmerich & Payne, Inc.:

$ ( 1.64 ) $ 0.89 $ ( 1.08 ) $ 2.68

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HELMERICH & PAYNE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

March 31, Six Months Ended

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30, Nine Months Ended June 30,

(in thousands) 2025 2024 2025 2024

Net income $ 2,986 $ 84,831 $ 57,758 $ 180,004

Other comprehensive income, net of income taxes:

Net income (loss)

$ ( 161,899 ) $ 88,685 $ ( 104,141 ) $ 268,689

Other comprehensive income (loss), net of income taxes:

Net change related to employee benefit plans

53 134 160 402

Unrealized gain on available-for-sale debt securities

Unrealized gain (loss) on available-for-sale debt securities

( 92 ) ( 920 ) 808 ( 920 )

Currency translation adjustment

8,476 — 14,883 —

Other comprehensive income

Other comprehensive income (loss)

8,437 ( 786 ) 15,851 ( 518 )

Comprehensive income

Comprehensive income (loss)

$ ( 153,462 ) $ 87,899 $ ( 88,290 ) $ 268,171

1 unchanged sentence

859 — 2,191 —

Comprehensive income attributable to Helmerich & Payne, Inc.

Comprehensive income (loss) attributable to Helmerich & Payne, Inc.

$ ( 154,321 ) $ 87,899 $ ( 90,481 ) $ 268,171

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Three and Six Months Ended March 31, 2025

Three and Nine Months Ended June 30, 2025

Common Stock Additional

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Balance at March 31, 2025 112,222 $ 11,222 $ 497,981 $ 2,889,608 $ 1,064 12,808 $ ( 464,901 ) $ 117,289 $ 3,052,263

Comprehensive income (loss):

Net income (loss)

— — — ( 162,758 ) — — — 859 ( 161,899 )

Other comprehensive income — — — — 8,437 — — — 8,437

Dividends declared

— — — ( 25,201 ) — — — — ( 25,201 )

Distributions to non-controlling interests

— — — — — — — ( 15,381 ) ( 15,381 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 982 ) — — ( 19 ) 832 — ( 150 )

Stock-based compensation — — 7,888 — — — — — 7,888

Other — — 770 — — — — — 770

Balance at June 30, 2025

112,222 $ 11,222 $ 505,657 $ 2,701,649 $ 9,501 12,789 $ ( 464,069 ) $ 102,767 $ 2,866,727

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Q3 FY25 FORM 10-Q | 6

Three and Six Months Ended March 31, 2024

Three and Nine Months Ended June 30, 2024

Common Stock Additional

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Balance at March 31, 2024 112,222 $ 11,222 $ 502,586 $ 2,786,495 $ ( 7,713 ) 13,471 $ ( 489,516 ) $ 2,803,074

Comprehensive income (loss):

Net income — — — 88,685 — — — 88,685

Other comprehensive loss

— — — — ( 786 ) — — ( 786 )

Dividends declared ($ 0.25 base per share, $ 0.17 supplemental per share)

— — — ( 42,044 ) — — — ( 42,044 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 123 ) — — ( 4 ) 123 —

Stock-based compensation — — 7,676 — — — — 7,676

Other — — 240 — — — — 240

Balance at June 30, 2024 112,222 $ 11,222 $ 510,379 $ 2,833,136 $ ( 8,499 ) 13,467 $ ( 489,393 ) $ 2,856,845

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,

Nine Months Ended June 30,

(in thousands) 2025 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 57,758 $ 180,004

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss)

$ ( 104,141 ) $ 268,689

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 436,228 296,352

2 unchanged sentences

Stock-based compensation 22,837 23,777

(Gain) loss on investment securities

Gain on investment securities

( 14,084 ) ( 102 )

Gain on reimbursement of drilling equipment ( 26,149 ) ( 24,687 )

Other (gain) loss on sale of assets

Other loss on sale of assets

Deferred income tax benefit

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Proceeds from sale of short-term investments 373,028 152,034

Proceeds from sale of long-term investments 31,990 —

Insurance proceeds from involuntary conversion

3 unchanged sentences

Dividends paid

( 75,534 ) ( 126,417 )

Distributions to non-controlling interests

Proceeds from debt issuance 400,000 —

1 unchanged sentence

Payments for employee taxes on net settlement of equity awards ( 10,759 ) ( 12,176 )

Payment of contingent consideration from acquisition of business — ( 6,250 )

Payments on unsecured long-term debt

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H&P paid aggregate cash consideration of approximately $ 2.0 billion, which consisted of the share purchase price of $ 0.9 billion and $ 1.1 billion which was used to contemporaneously repay or redeem certain of KCA Deutag's existing debt, including, as applicable, the payment of all accrued and unpaid interest, premiums, and fees.

It is important to note that results presented for the three and six months ended March 31, 2025 reflect a full 90 and 182 days of H&P operations, respectively, and 75 days of KCA Deutag operations, as the Acquisition was completed on January 16, 2025.

The Company's results presented for the nine months ended June 30, 2025 reflect a full 273 days of legacy H&P operations and 166 days of KCA Deutag operations, as the Acquisition was completed on January 16, 2025.

KCA Deutag is a diverse global drilling company.

The company derives a significant portion of its revenues and cash flow from its land operations and has a substantial land drilling presence in the Middle East with additional operations in South America, Europe, and Africa.

In addition to its land operations, the company has asset-light offshore management contract operations in the North Sea, Angola, Azerbaijan and Canada.

Management contract operations provide services to customer platforms where the customer owns the drilling rig.

KCA Deutag’s Kenera business unit comprises manufacturing and engineering operations, including Bentec, with three facilities serving the energy industry.

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Q3 FY25 FORM 10-Q | 9

Prior to the three months ended March 31, 2025, foreign currency exchange gain (loss) was presented in the operating costs and expense line items to which they relate to, namely within Drilling services operating expenses, on our Unaudited Condensed Consolidated Statements of Operations.

To conform with the current fiscal quarter presentation, we reclassified amounts previously presented in separate line items within operating costs and expenses to the Foreign currency exchange gain (loss) line on our Unaudited Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2024.

Principles of Consolidation

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Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits.

As of March 31, 2025 and 2024, restricted cash was $ 70.3 million and $ 68.5 million, respectively, and $ 1.3 billion and $ 59.1 million at September 30, 2024 and 2023, respectively.

Of the total at March 31, 2025 and September 30, 2024, $ 68.7 million and $ 68.9 million, respectively, represents the amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies.

Additionally, of the total at September 30, 2024, $ 1.2 billion represents net proceeds from senior notes issued in fiscal year 2024 to finance the purchase price of the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness and was subsequently used during the three months ended March 31, 2025 to fund the Acquisition.

As of June 30, 2025 and September 30, 2024, restricted cash was $ 61.1 million and $ 1.3 billion, respectively.

Of the total at June 30, 2025 and September 30, 2024, $ 59.4 million and $ 68.9 million, respectively, represents the amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies.

Additionally, of the total at September 30, 2024, $ 1.2 billion represents net proceeds from senior notes issued in fiscal year 2024 to finance the purchase price of the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness and was subsequently used during the nine months ended June 30, 2025 to fund the Acquisition.

For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.

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Cash, cash equivalents, and restricted cash are reflected on the Unaudited Condensed Consolidated Balance Sheets as follows:

March 31, September 30,

June 30, September 30,

(in thousands) 2025 2024 2024 2023

Current Assets:

Cash and cash equivalents $ 166,074 $ 203,633 $ 217,341 $ 257,174

Restricted cash 59,412 78,369 68,902 59,064

Restricted cash - long-term:

Other assets, net 1,619 — 1,242,417 —

Other Noncurrent Assets:

Restricted cash

1,640 — 1,242,417 —

Total cash, cash equivalents, and restricted cash $ 227,126 $ 282,002 $ 1,528,660 $ 316,238

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As a result of this offering, the convertible note of $ 9.4 million was converted into 0.5 million common shares of Tamboran Corp.

Additionally and separately, one of our executive officers serves as a director of Tamboran Corp.

Additionally and separately, one of our executive officers served as a director of Tamboran Corp until his resignation in July 2025.

Refer to Note 12—Fair Value Measurement of Financial Instruments for additional information related to our investment.

1 unchanged sentence

Concurrent with the October 2022 investment agreement, we entered into a fixed-term drilling services agreement with Tamboran Resources.

As of March 31, 2025, we recorded $ 2.6 million in receivables and $ 4.7 million in contract liabilities on our Unaudited Condensed Consolidated Balance Sheets.

As of June 30, 2025, we recorded $ 0.9 million in receivables and $ 4.3 million in contract liabilities on our Unaudited Condensed Consolidated Balance Sheets.

As of September 30, 2024, we recorded $ 5.0 million in receivables and $ 3.9 million in contract liabilities on our Consolidated Balance Sheets.

We recognized $ 3.5 million and $ 8.3 million in revenue on our Unaudited Condensed Consolidated Statement of Operations during the three and six months ended March 31, 2025, respectively, related to the drilling services agreement with Tamboran Resources, compared to $ 2.7 million and $ 7.0 million for the three and six months ended March 31, 2024, respectively.

We expect to earn $ 32.3 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of March 31, 2025.

We recognized $ 3.1 million and $ 11.3 million in revenue on our Unaudited Condensed Consolidated Statement of Operations during the three and nine months ended June 30, 2025, respectively, related to the drilling services agreement with Tamboran Resources, compared to $ 2.9 million and $ 9.9 million for the three and nine months ended June 30, 2024, respectively.

We expect to earn $ 30.7 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of June 30, 2025.

Change in Accounting Estimate

In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets and intangible assets on an ongoing basis.

As a result of this review, based on events occurring during the three months ended June 30, 2025, the Company adjusted the estimated useful life of the intangible assets arising from the Acquisition.

The weighted average useful life for customer relationships decreased from 15 years to 9 years.

This change was effective and accounted for prospectively beginning on April 1, 2025.

The effects of this change in the estimated useful life for the three and nine months ended June 30, 2025, was an increase in amortization expense of $ 7.8 million, a decrease in net income of $ 6.2 million, and a decrease to basic and diluted earnings per share of $ 0.06 .

Q3 FY25 FORM 10-Q | 11

Recently Issued Accounting Updates

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Statements or Other Significant Matters

Standards that are not yet adopted as of March 31, 2025

Standards that are not yet adopted as of June 30, 2025

2023-07, Segment Reporting (Topic 280):

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This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

September 30, 2025 We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our Form 10-K.

We are currently evaluating the impact this ASU will have on our disclosures.

September 30, 2025 We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our fiscal year 2025 Form 10-K.

The adoption requires us to provide additional disclosures related to our segments, but otherwise it does not materially impact our financial statements.

2023-09, Income Taxes (Topic 740):

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These premiums are currently held in a restricted cash account, resulting in a transfer of risk from our operating subsidiaries to the Captives.

Direct operating costs primarily consisted of adjustments of $ 10.3 million and $ 1.6 million to accruals for estimated losses for the three months ended March 31, 2025 and 2024, respectively, and $ 14.2 million and $ 5.1 million for the six months ended March 31, 2025 and 2024, respectively, and rig and casualty insurance premiums of $ 11.2 million and $ 9.9 million during the three months ended March 31, 2025 and 2024, respectively, and $ 21.7 million and $ 19.0 million for the six months ended March 31, 2025 and 2024, respectively.

Direct operating costs primarily consisted of adjustments of $ 29.3 million and $ 5.3 million to accruals for estimated losses for the three months ended June 30, 2025 and 2024, respectively, and $ 43.5 million and $ 10.4 million for the nine months ended June 30, 2025 and 2024, respectively, and rig and casualty insurance premiums of $ 10.1 million and $ 9.5 million during the three months ended June 30, 2025 and 2024, respectively, and $ 31.8 million and $ 28.5 million for the nine months ended June 30, 2025 and 2024, respectively.

These operating costs were recorded within Drilling services operating expenses in our Unaudited Condensed Consolidated Statement of Operations.

Intercompany premium revenues recorded by the Captives during the three months ended March 31, 2025 and 2024 amounted to $ 17.9 million and $ 15.8 million, respectively, and $ 34.5 million and $ 31.0 million for the six months ended March 31, 2025 and 2024, respectively, which were eliminated upon consolidation.

These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, International Solutions, and Offshore Solutions reportable operating segments and are reflected as intersegment sales within "Other." Our medical stop loss operating expenses for the three months ended March 31, 2025 and 2024 were $ 5.2 million and $ 3.2 million, respectively, and $ 10.4 million and $ 7.3 million for the six months ended March 31, 2025 and 2024, respectively .

Intercompany premium revenues recorded by the Captives during the three months ended June 30, 2025 and 2024 amounted to $ 16.3 million and $ 14.7 million, respectively, and $ 50.8 million and $ 45.7 million for the nine months ended June 30, 2025 and 2024, respectively, which were eliminated upon consolidation.

These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, International Solutions, and Offshore Solutions reportable operating segments and are reflected as intersegment sales within "Other." Our medical stop loss operating expenses for the three months ended June 30, 2025 and 2024 were $ 4.4 million and $ 4.1 million, respectively, and $ 14.8 million and $ 11.4 million for the nine months ended June 30, 2025 and 2024, respectively .

Foreign Currencies

The reporting and functional currency of the parent company, H&P, is the United States Dollar ("USD").

Our foreign subsidiaries are measured using the currency of the primary economic environment in which the entity operates in (the functional currency).

Our foreign subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency).

For some of our foreign subsidiaries, functional currency is not measured in U.S.

Dollars, and, instead, equal to the local currency.

Dollars, and, instead, is equal to the local currency.

On consolidation, the assets and liabilities of our non U.S.

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Revenue and expenses are translated at the average exchange rates prevailing during the reporting period.

Translation adjustments are recorded as a separate component of stockholders’ equity and are included in Other comprehensive income or loss on the Unaudited Condensed Consolidated Statements of Comprehensive Income.

For foreign subsidiaries where the functional currency is the USD, monetary assets and liabilities are remeasured at the exchange rate in effect at the balance sheet date, while non-monetary items are remeasured at historical exchange rates.

Revenues and expenses are remeasured at the average exchange rates prevailing during the reporting period.

Gains and losses resulting from remeasurement are included within Foreign currency exchange gain (loss) on the Unaudited Condensed Consolidated Statements of Operations.

Gains and losses resulting from remeasurement are included within Foreign currency loss on the Unaudited Condensed Consolidated Statements of Operations.

Prior to the three months ended March 31, 2025, foreign currency exchange gains and losses were presented in the operating costs and expense line items to which they relate, namely within Drilling services operating expenses, on our Consolidated Statements of Operations.

To conform with the current period presentation, we reclassified amounts previously presented in separate line items within operating costs and expenses to the Foreign currency exchange loss line on our Consolidated Statements of Operations for the three and nine months ended June 30, 2024.

The impact of this change was not material to any period presented.

International Drilling Risks

International drilling operations may significantly contribute to our revenues and net operating income.

International drilling operations may significantly contribute to our revenues and net operating income (loss).

There can be no assurance that we will be able to successfully conduct such operations, and a failure to do so may have an adverse effect on our financial position, results of operations, and cash flows.

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Because of the impact of local laws, some of our current operations and potential future operations in certain areas may be conducted through entities in which local citizens own interests.

Additionally, these operations might involve entities (including joint ventures) where we hold only a minority interest or be carried out under contracts with local entities.

Additionally, these operations might involve entities (including joint ventures) where we hold only a minority interest or where operations are carried out under contracts with local entities.

While we believe that neither operating through such entities nor pursuant to such arrangements would have a material adverse effect on our operations or revenues, there can be no assurance that we will in all cases be able to structure or restructure our operations to conform to local law (or the administration thereof) on terms acceptable to us.

Q3 FY25 FORM 10-Q | 13

Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the three and six months ended March 31, 2025, approximately 42.1 percent and 28.1 percent of our total consolidated operating revenues were generated from international locations compared to 6.9 percent and 7.5 percent during the three and six months ended March 31, 2024, respectively.

During the three and six months ended March 31, 2025, approximately 18.2 percent and 11.4 percent of our total consolidated operating revenues were from operations in the Middle East compared to 1.2 percent and 1.1 percent during the three and six months ended March 31, 2024, respectively.

During the three and nine months ended June 30, 2025 , approximately 36.7 percent and 31.4 percent of our total consolidated operating revenues were generated from international locations compared to 7.0 percent and 7.4 percent during the three and nine months ended June 30, 2024 , respectively.

Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the three and nine months ended June 30, 2025 , approximately 16.1 percent and 13.2 percent of our total consolidated operating revenues were from operations in the Middle East compared to 1.0 percent and 1.1 percent during the three and nine months ended June 30, 2024 , respectively.

The majority of our operating revenues in the Middle East were from operations in Saudi Arabia and Oman.

During the three and six months ended March 31, 2025, a single customer in Saudi Arabia accounted for 9.3 percent and 5.8 percent of our total consolidated operating revenues , respectively.

During the three and nine months ended June 30, 2025 , a single customer in Saudi Arabia accounted for 10.0 percent and 7.4 percent of our total consolidated operating revenues , respectively.

This customer has the ability to suspend rigs and a portion of our rigs with this customer are currently suspended.

I t is important to note that results presented for the three and six months ended March 31, 2025 reflect a full 90 and 182 days of H&P operations, respectively, and 75 days of KCA Deutag operations, as the Acquisition was completed on January 16, 2025.

The future occurrence of one or more international events arising from the types of risks described above could have a material adverse impact on our business, financial condition and results of operations .

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Of the $ 0.9 billion, approximately $ 80.0 million was deposited into a customary escrow on the Closing Date pending the resolution of certain potential tax obligations of KCA Deutag.

This amount is presented within Noncurrent assets—Other assets with a corresponding liability within Noncurrent Liabilities—Other on our Unaudited Condensed Consolidated Balance Sheet as of March 31, 2025.

In May 2025, these escrowed funds were subsequently released to the shareholders following a determination that KCA Deutag would not be liable for the identified obligations.

As part of this release, H&P received approximately $ 5.2 million, primarily attributable to favorable movements in the euro foreign exchange rate since the Closing Date.

This amount is reported within Foreign currency exchange loss in our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2025.

To finance the purchase price and to pay related fees and expenses, we completed a private offering of $ 1.25 billion aggregate principal amount of senior notes, together with the proceeds of a term loan credit agreement, cash on hand, and monetization of our investment in ADNOC Drilling.

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Inventory includes materials, supplies and spare parts used as part of contract drilling operations and was valued at fair value using a replacement cost approach.

During the three months ended June 30, 2025, we recorded a measurement period adjustment that increased the estimated fair value of inventory by $ 2.0 million.

Property, Plant and Equipment

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The fair values were determined using a combination of the income and market approach.

During the three months ended June 30, 2025, we recorded a measurement period adjustment that increased the estimated fair value of intangible assets by $ 2.0 million.

These assets will be amortized over their respective periods of expected benefit.

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Estimated fair value of acquired intangible assets $ 470,663

As of June 30, 2025, the acquired customer relationships had a weighted average remaining term of 2.7 years until their next contract renewal or extension.

Operating Lease Right-of-Use Assets

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We have elected to apply the short-term lease measurement and recognition exemption to leases that have a remaining lease term of 12 months or less at the Acquisition Date.

The weighted average remaining lease term for the acquired leases is approximately 10.5 years.

The weighted average remaining lease term for the acquired leases is approximately 10.8 years as of June 30, 2025 .

The amount of goodwill recognized in the Acquisition represents the excess of the gross consideration transferred and the amount of any non-controlling interest over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed.

1 unchanged sentence

Goodwill arising from the Acquisition is not expected to be deductible for tax reporting purposes.

During the three months ended June 30, 2025, certain measurement period adjustments were made to the fair value of inventory and intangible assets (as discussed above) resulting in a $ 4.0 million decrease in goodwill.

Separately, during the same period, we recognized an impairment of a portion of the goodwill arising from the Acquisition.

Refer to Note 6—Goodwill and Intangible Assets for additional details.

2 unchanged sentences

As of the Closing Date, we assumed an aggregate $ 84.9 million in secured term loan borrowings comprised of two separate agreements as summarized in Note 7—Debt — 2024 KCA Deutag Oman Facility and —2023 KCA Deutag Oman Facility .

Q3 FY25 FORM 10-Q | 16

End-of-Service Benefit Plans

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This liability is presented within Accrued liabilities on our Unaudited Condensed Consolidated Balance Sheets.

Q2 FY25 FORM 10-Q | 15

Defined Benefit Pension Plans

In connection with the Acquisition, we now maintain pension plans in Germany and the UK.

As a result of the Acquisition, we now maintain pension plans in Germany and the United Kingdom "UK".

Refer to Note 13—Employee Benefit Plans for additional details.

Non-controlling Interest

The non-controlling interests acquired represents the portion of certain consolidated subsidiaries that are owned by third-parties and is recorded at estimated fair market value.

The non-controlling interests acquired represents the portion of certain consolidated subsidiaries that are owned by third-parties and are recorded at estimated fair market value.

The non-controlling interests are presented as a separate component of equity in our Unaudited Condensed Consolidated Balance Sheets and the consolidated net income attributable to non-controlling interests is disclosed separately in the Unaudited Condensed Consolidated Statements of Operations.

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KCA Deutag's manufacturing and engineering operations results are included in "Other".

The results of operations attributable to the Acquisition have been included in our Unaudited Condensed Consolidated Financial Statements since the date of the acquisition, on January 16, 2025, through March 31, 2025.

Revenue and net loss attributable to the net assets acquired for the period January 16, 2025 through March 31, 2025, were $ 320.6 million and $ 32.3 million, respectively.

During the three and six months ended March 31, 2025, we recognized approximately $ 29.9 million and $ 40.4 million, respectively, in acquisition transaction costs associated with the Acquisition, as compared to $ 0.9 million for the three and six months ended March 31, 2024.

These non-recurring costs are primarily related to third-party legal and advisory services and are included in Acquisition transaction costs on the Unaudited Condensed Consolidated Statements of Operations.

Revenue and net loss attributable to the net assets acquired for the period January 16, 2025 through June 30, 2025, were $ 669.2 million and $ 253.2 million, respectively.

During the three and nine months ended June 30, 2025, we recognized approximately $ 8.6 million and $ 49.0 million, respectively, in acquisition transaction costs associated with the Acquisition, as compared to $ 6.7 million and $ 7.5 million for the three and nine months ended June 30, 2024, respectively.

These non-recurring costs are primarily related to third-party legal, advisory and valuation services and are included in Acquisition transaction costs on the Unaudited Condensed Consolidated Statements of Operations.

Pro Forma Financial Information

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The tax impact of these adjustments was determined using statutory tax rates.

The following unaudited pro forma combined financial information presents results for the three and six months ended March 31, 2025 and 2024, as if we had completed the Acquisition on October 1, 2023:

Three Months Ended March 31, Six Months Ended March 31,

The following unaudited pro forma combined financial information presents results for the three and nine months ended June 30, 2025 and 2024, as if we had completed the Acquisition on October 1, 2023:

Three Months Ended June 30, Nine Months Ended June 30,

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

( 161,899 ) 59,989 ( 177,803 ) 216,324

Net income (loss) attributable to non-controlling interest

Net income attributable to non-controlling interest

859 13,319 6,138 10,355

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NOTE 4 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of March 31, 2025 and September 30, 2024 consisted of the following:

(in thousands) Estimated Useful Lives March 31, 2025 September 30, 2024

Property, plant and equipment as of June 30, 2025 and September 30, 2024 consisted of the following:

(in thousands) Estimated Useful Lives June 30, 2025 September 30, 2024

Drilling services equipment 2 - 15 years

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Real estate properties 10 - 45 years

49,046 48,617

Other 2 - 23 years

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Property, plant and equipment, net $ 4,408,156 $ 3,016,277

Assets held-for-sale $ 14,238 $ —

(1) Included in construction in progress are costs for projects in progress to upgrade or refurbish certain rigs in our existing fleet.

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Refer to Note 3—Business Combination for additional information regarding the property, plant and equipment acquired in connection with the Acquisition.

Depreciation expense during the three months ended March 31, 2025 and 2024 was $ 147.3 million and $ 102.9 million, including abandonments of $ 1.2 million and $ 2.6 million, respectively.

Depreciation expense during the six months ended March 31, 2025 and 2024 was $ 244.3 million and $ 195.3 million, including abandonments of $ 1.9 million and $ 3.1 million, respectively.

Depreciation expense during the three months ended June 30, 2025 and 2024 was $ 160.8 million and $ 96.2 million, including abandonments of $ 0.1 million during each respective period.

Depreciation expense during the nine months ended June 30, 2025 and 2024 was $ 405.1 million and $ 291.5 million, including abandonments of $ 2.0 million and $ 3.2 million, respectively.

These expenses are recorded within Depreciation and amortization on our Unaudited Condensed Consolidated Statements of Operations.

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At the time of the loss, the rig was fully insured under replacement cost insurance.

During the three months ended March 31, 2024, we recognized a gain on involuntary conversion of the rig of $ 5.5 million which represents the insurance proceeds received in excess of the carrying value of the rig and therefore was recognized as a gain within operating income during the three months ended March 31, 2024.

Asset Impairment Charges

During the three months ended March 31, 2025, we identified a domestic drilling rig that met the asset held-for-sale criteria.

The rig's net book value of $ 1.7 million was written down to its estimated scrap value of $ 0.2 million, resulting in a non-cash impairment charge of $ 1.5 million in our North America Solutions segment during the three and six months ended March 31, 2025.

During the nine months ended June 30, 2024, we recognized a gain on involuntary conversion of the rig of $ 5.5 million which represents the insurance proceeds received in excess of the carrying value of the rig and therefore was recognized as a gain within operating income during the nine months ended June 30, 2024.

Assets Held-for-Sale

During the three months ended June 30, 2025, we committed to a plan to sell a significant portion of our real estate portfolio, including a shopping center comprised of approximately 371,000 leasable square feet with a net book value of $ 11.0 million.

Separately, within the same period, we identified 16 land rigs within our International Solutions operating segment that met the asset held-for-sale criteria with an aggregate remaining net book value of $ 3.2 million.

As a result, a combined total of $ 14.2 million in real estate and land rig assets were reclassified from Property, plant and equipment to Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets during the period.

During the nine months ended June 30, 2025, we identified a domestic drilling rig that met the asset held-for-sale criteria.

Gain on Reimbursement of Drilling Equipment

We recognized gains of $ 10.0 million and $ 19.4 million during the three and six months ended March 31, 2025 as compared to $ 7.5 million and $ 15.0 million during the three and six months ended March 31, 2024, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe.

We recognized a gain of $ 6.8 million and $ 26.1 million during the three and nine months ended June 30, 2025 as compared to a gain of $ 9.7 million and $ 24.7 million during the three and nine months ended June 30, 2024, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe.

Gains related to these asset sales are recorded in Gains on reimbursement of drilling equipment within our Unaudited Condensed Consolidated Statements of Operations.

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NOTE 5 LEASES

Lease Position

(in thousands) June 30, 2025 September 30, 2024

Operating lease commitments, including probable extensions 1

$ 188,019 $ 104,535

Discounted using the lessee's incremental borrowing rate $ 144,947 $ 77,316

short-term leases recognized on a straight-line basis as expense ( 445 ) ( 404 )

other ( 1,543 ) ( 182 )

Lease liability recognized $ 142,959 $ 76,730

Current lease liabilities $ 34,132 $ 16,997

Non-current lease liabilities 108,827 59,733

(1) Our future minimum rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future.

Those probable extensions are included in the operating lease liability balance.

The recognized right-of-use assets relate to the following types of assets:

(in thousands) June 30, 2025 September 30, 2024

Real estate properties

$ 113,902 $ 66,842

Drilling equipment

Total right-of-use assets $ 120,213 $ 67,076

The following table presents certain information related to the lease costs for our operating leases:

Three Months Ended June 30, Nine Months Ended June 30,

(in thousands) 2025 2024 2025 2024

Operating lease cost $ 9,727 $ 3,077 $ 21,135 $ 9,069

Short-term lease cost 6,659 445 19,903 1,166

Total lease cost $ 16,386 $ 3,522 $ 41,038 $ 10,235

Lease Terms and Discount Rates

The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases:

June 30, 2025 September 30, 2024

Weighted average remaining lease term 10.9 11.6

Weighted average discount rate 5.3 % 5.1 %

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Lease Obligations

Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at June 30, 2025 (in thousands) are as follows:

Fiscal Year Amount

Remainder of 2025

Thereafter 77,129

(1) Our future minimum rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future.

Those probable extensions are included in the operating lease liability balance.

Of the $ 155.8 million of future minimum rental payments, $ 61.8 million is attributable to our recently acquired subsidiary, KCA Deutag.

During the fiscal year ended September 30, 2024, we amended the lease for our Tulsa industrial facility.

As part of the amendment, we extended the lease term, now continuing through June 30, 2035 with two five-year renewal options, resulting in an increase of $ 18.1 million to the right-of-use assets and lease liability on our Consolidated Balance Sheet.

We recognized one of the five-year renewal options as part of our right-of-use assets and lease liabilities.

This contract is accounted for as an operating lease.

The future minimum lease payments for the Tulsa industrial facility represent a material portion of the amounts shown in the table above.

During the fiscal year ended September 30, 2024, we amended the lease for our Tulsa corporate headquarters, resulting in a $ 5.9 million increase to right-of-use assets and lease liability on our Consolidated Balance Sheets.

The additional right of use asset will be amortized over the remaining 11 years of the original lease term.

The future minimum lease payments for our corporate headquarters office space represent a material portion of the amounts shown in the table above.

NOTE 6 GOODWILL AND INTANGIBLE ASSETS

Due to the Acquisition, we recognized increases to our goodwill and intangible assets balances as of March 31, 2025.

The goodwill and intangible assets recognized as a result of the Acquisition is considered preliminary.

Due to the Acquisition, we recognized increases to our goodwill and intangible assets balances as of June 30, 2025.

The goodwill and intangible assets recognized as a result of the Acquisition are considered preliminary.

The purchase price allocation may be subject to future adjustments due to the final valuation of acquired assets and assumed liabilities, working capital adjustments, and the valuation of deferred taxes, and any such future adjustments may be recognized in earnings immediately as an adjustment to the impairment charge discussed below.

The final valuation will be completed within the measurement period, no later than one year from the Acquisition Date, as allowed by ASC 805.

Management is also evaluating certain assumptions of assets acquired and liabilities assumed and may adjust the allocation and/or the weighted average useful lives in subsequent periods.

During the three months ended June 30, 2025, we recorded certain measurement period adjustments that increased the fair value of inventory and intangible assets each by $ 2.0 million and decreased goodwill by $ 4.0 million.

For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.

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Goodwill is not amortized but is tested for potential impairment at the reporting unit level, at a minimum on an annual basis in the fourth fiscal quarter, or when indications of potential impairment exist.

Our reporting units with goodwill are H&P Technologies, International Solutions, Offshore Solutions, and Kenera.

During the third fiscal quarter of 2025, due primarily to the sustained decline in our share price and market capitalization, we identified indicators of potential impairment of goodwill and performed an interim impairment test.

We estimated the fair value of each reporting unit using a market approach, incorporating significant unobservable, or Level 3, inputs, as defined by the fair value hierarchy.

We employed a combination of the guideline public company method and the guideline transactions method, leveraging company comparisons and analyst reports from the energy industry, which supported a range of fair values derived from annualized earnings before interest, income taxes, depreciation and amortization ("EBITDA") multiples between 2.5x and 5.5x for guideline public companies and between 3.4x and 7.6x for guideline transactions.

We then derived an estimated fair value of each reporting unit based on an EBITDA multiple at or below the peer-median trading multiple.

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Based on our interim goodwill impairment test as of June 30, 2025, we concluded that the International Solutions and Kenera reporting units' carrying value exceeded their respective estimated fair value.

As a result, we recorded a non-cash goodwill impairment charge of $ 128.4 million and $ 44.9 million, respectively, during the three months ended June 30, 2025, which represented a full impairment of the goodwill allocated to these reporting units.

The estimated fair values of our H&P Technologies and Offshore Solutions reporting units as of June 30, 2025 exceeded their respective carrying values by approximately 76 percent and 20 percent, respectively.

These estimates reflect management’s best judgments as of June 30, 2025;

however, changes in key assumptions or market conditions could yield materially different outcomes.

We will continue to monitor events and circumstances that may affect fair values.

The following table sets forth our goodwill balance by segment for the periods indicated:

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— 131,351 121,906 44,907 298,164

Goodwill balance at March 31, 2025

Measurement period adjustments

— ( 3,000 ) ( 1,000 ) — ( 4,000 )

Impairment charges

— ( 128,351 ) — ( 44,907 ) ( 173,258 )

Goodwill balance at June 30, 2025

$ 45,653 $ — $ 120,906 $ — $ 166,559

(1) The allocation of goodwill is preliminary and may be updated as we continue to evaluate the benefits of expected commercial synergies to our segments.

Intangible Assets

After initial recognition, in-process research and development ("IPR&D") assets should be considered indefinite-lived until the abandonment or completion of the associated research and development effort.

Acquired IPR&D is not amortized, but they are subject to an annual impairment assessment.

Finite-lived intangible assets are amortized using the straight-line method over the period in which these assets contribute to our cash flows and are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with our policies for valuation of long-lived assets.

After initial recognition, in-process research and development ("IPR&D") assets are considered indefinite-lived until the abandonment or completion of the associated research and development effort.

Acquired IPR&D is not amortized, but is subject to an annual impairment assessment.

Our intangible assets consist of the following:

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

(in thousands) Weighted Average Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net

Finite-lived intangible asset:

Finite-lived intangible assets:

Developed technology 14 years $ 110,516 $ 45,300 $ 65,216 $ 89,096 $ 40,047 $ 49,049

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Trade name 13 years 16,725 2,743 13,982 5,865 2,105 3,760

In-process research and development

Indefinite-lived intangible asset:

In-process research and development Indefinite

6,183 — 6,183 — — —

$ 567,624 $ 73,829 $ 493,795 $ 96,961 $ 42,814 $ 54,147

Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $ 9.9 million and $ 1.6 million for the three months ended March 31, 2025 and 2024, respectively and $ 11.5 million and $ 3.2 million for the six months ended March 31, 2025 and 2024, respectively.

Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $ 18.7 million and $ 1.6 million for the three months ended June 30, 2025 and 2024, respectively and $ 31.1 million and $ 4.8 million for the nine months ended June 30, 2025 and 2024, respectively.

Over the next five years, amortization expense is estimated to be as follows:

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As of March 31, 2025 and September 30, 2024, we have the following long-term debt outstanding with maturity shown in the following table:

March 31, 2025 September 30, 2024

As of June 30, 2025 and September 30, 2024, we have the following long-term debt outstanding with maturity shown in the following table:

June 30, 2025 September 30, 2024

(in thousands) Face Amount Unamortized Discount and Debt Issuance Cost Book Value Face Amount Unamortized Discount and Debt Issuance Cost Book Value

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( 6,859 ) — ( 6,859 ) — — —

Total long-term debt

Total long-term debt, net

$ 2,204,735 $ ( 19,899 ) $ 2,184,836 $ 1,800,000 $ ( 17,818 ) $ 1,782,182

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For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.

The net proceeds reduced the commitments under the Company’s Bridge Loan Facility (discussed herein) for purposes of financing the Acquisition.

In connection with the issuance of the Notes, the Company also entered into a registration rights agreement, dated as of September 17, 2024 (the "Registration Rights Agreement"), with the initial purchasers of the Notes named therein.

Under the Registration Rights Agreement, the Company agreed, among other things, to:

(i) file a registration statement (the “Exchange Offer Registration Statement”) with the SEC to register an offer to exchange each series of the Notes for freely tradable notes having terms identical in all material respects to each such series of Notes (the “Registered Exchange Offer”);

(ii) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act not later than the later of (x) the 30th day following the Company’s filing of a Current Report on Form 8-K or an amendment thereto including the financial statements of KCA Deutag and pro forma financial information related to the Company’s acquisition of KCA Deutag required by Items 9.01(a) and 9.01(b) of Form 8-K (the “KCA Deutag Financials Form 8-K”) and (y) June 16, 2025;

and (iii) use commercially reasonable efforts to cause the Registered Exchange Offer to be completed not later than the later of (x) the 60th day following the Company’s filing of the KCA Deutag Financials Form 8-K and (y) July 14, 2025 (the “Exchange Offer Closing Deadline”), subject to certain limitations.

If, among other events, the Registered Exchange Offer is not completed by the Exchange Offer Closing Deadline, then special additional interest will accrue in an amount equal to 0.25 percent per annum of the principal amount of the Notes, from and including the date on which such default shall occur to but excluding the date on which such default is cured.

Q2 FY25 FORM 10-Q | 19

Under the Registration Rights Agreement, the Company agreed, among other things, to use commercially reasonable efforts to file with the SEC, and cause to be declared effective, a registration statement with respect to an offer to exchange each series of the Notes for freely tradable notes (“Registered Notes”) having terms identical in all material respects to each such series of Notes (the “Registered Exchange Offer”).

Accordingly, on May 15, 2025, the Company filed a registration statement on Form S-4 with the SEC, which was declared effective on May 28, 2025.

On May 28, 2025, the Company launched the Registered Exchange Offer, which expired on July 10, 2025.

Substantially all of the Notes were tendered and exchanged for Registered Notes in the Exchange Offer.

The indenture governing the Notes contains certain covenants that, among other things, limit the ability of the Company and its subsidiaries to incur certain liens;

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The indenture governing the Notes also contains customary events of default with respect to the Notes.

Q3 FY25 FORM 10-Q | 22

Senior Notes Issued in Fiscal Year 2021

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Term Loan Credit Agreement

On August 14, 2024, the Company entered into an unsecured term loan credit agreement (the "Term Loan Credit Agreement"), dated as of August 14, 2024, among the Company, Morgan Stanley Senior Funding, Inc.

On August 14, 2024, the Company entered into an unsecured term loan credit agreement (the "Term Loan Credit Agreement"), among the Company, Morgan Stanley Senior Funding, Inc.

(“MSSF”) as administrative agent, and the other lenders party thereto.

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For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.

During the three months ended March 31, 2025, the Company repaid $ 25.0 million of the outstanding balance on the Term Loan Credit Agreement.

As such, the outstanding balance as of March 31, 2025, was $ 375.0 million .

During the three and nine months ended June 30, 2025, the Company repaid $ 48.0 million and $ 73.0 million , respectively, of the outstanding balance on the Term Loan Credit Agreement.

As such, the outstanding balance as of June 30, 2025, was $ 327.0 million .

In July 2025, we repaid $ 47.0 million, decreasing the outstanding balance on the Term Loan Credit Agreement to $ 280.0 million.

The benchmark rate is the Secured Overnight Financing Rate ("SOFR").

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Commitment fees for both rates range from 0.10 percent to 0.250 percent per annum.

Based on the unsecured debt rating of the Company on March 31, 2025, the spread over SOFR was 1.375 percent and commitment fees were 0.175 percent.

As of March 31, 2025 , the interest rate on the Term Loan was 5.660 percent per annum.

The weighted average variable interest rate on all amounts outstanding under the Term Loan was 5.659 percent for the three months ended March 31, 2025 .

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Based on the unsecured debt rating of the Company on June 30, 2025, the spread over SOFR was 1.375 percent and commitment fees were 0.175 percent.

As of June 30, 2025 , the interest rate on the Term Loan was 5.793 percent per annum.

The weighted average variable interest rate on all amounts outstanding under the Term Loan was 5.796 percent and 5.731 percent for the three and nine months ended June 30, 2025 .

Bridge Loan Facility

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On October 15, 2024, the remaining commitments under the Bridge Loan Facility were reduced such that there were no remaining commitments available, and the Bridge Loan Facility was automatically terminated in accordance with its terms.

Upon termination of the facility, we recognized the remaining $ 1.4 million of commitment fees within Interest expense on the Unaudited Condensed Consolidated Statement of Operations during the six months ended March 31, 2025.

Q3 FY25 FORM 10-Q | 23

2024 Oman Facility

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The 2024 Oman Facility provides for term loan borrowings of $ 45.5 million, which bear interest payable quarterly at a fixed rate of 7.00 percent per annum for the first two years and thereafter, at a rate that is the higher of (x) 5.50 percent and (y) the reference rate specified in the 2024 Oman Facility plus 2.60 percent.

During the three months ended March 31, 2025, the Company received the final draw down of $ 1.4 million and repaid $ 0.9 million of the outstanding balance on the facility.

Of the $ 44.8 million borrowings outstanding at March 31, 2025, a total of $ 3.4 million is payable within one year.

On February 9, 2025, we received the final draw down of $ 1.4 million.

During the three and nine months ended June 30, 2025, the Company repaid $ 0.8 million and $ 1.7 million of the outstanding balance on the facility, respectively.

Of the $ 43.9 million borrowings outstanding at June 30, 2025, a total of $ 3.4 million is payable within one year.

These secured bank loans are wholly denominated in Omani rial.

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The 2023 Oman Facility provides for term loan borrowings of $ 45.6 million, which bear interest payable quarterly at a fixed rate of 6.25 percent per annum for the first two years and thereafter, at a rate that is the higher of (x) 5.50 percent and (y) the reference rate specified in the 2023 Oman Facility plus 2.79 percent.

During the three months ended March 31, 2025, the Company repaid $ 0.9 million of the outstanding balance on the facility.

Of the $ 41.5 million borrowings outstanding at March 31, 2025, a total of $ 3.4 million is payable within one year.

During the three and nine months ended June 30, 2025, the Company repaid $ 0.8 million and $ 1.7 million of the outstanding balance on the facility, respectively.

Of the $ 40.6 million borrowings outstanding at June 30, 2025, a total of $ 3.4 million is payable within one year.

These secured bank loans are wholly denominated in Omani rial.

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Under the terms of the Amended Credit Facility, the Company may obtain unsecured revolving loans in an aggregate principal amount not to exceed $ 950.0 million outstanding at any time.

$ 775.0 million of the revolving commitments under the Amended Credit Facility expire on November 12, 2028 and $ 175.0 million of the revolving commitments mature on November 10, 2027 (the “Stated Maturity Date”), but the Company may request two one -year extensions of the Stated Maturity Date, subject to

Q2 FY25 FORM 10-Q | 21

satisfaction of certain conditions.

Commitments under the Amended Credit Facility may be increased by up to $ 100.0 million, subject to the agreement of the Company and new or existing Revolving Credit Agreement Lenders.

The proceeds of the loans made under the Amended Credit Facility may be used by the Company for (i) working capital and other general corporate purposes, (ii) for the payment of fees and expenses related to the entering into of the Amended Credit Facility and the other credit documents and (iii) for the refinancing of the extensions of credit under the Existing Credit Agreement.

Q3 FY25 FORM 10-Q | 24

The benchmark rate is the SOFR.

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Commitment fees for both rates range from 0.075 percent to 0.200 percent per annum.

Based on the unsecured debt rating of the Company on March 31, 2025, the spread over SOFR would have been 1.25 percent had borrowings been outstanding under the Amended Credit Facility and commitment fees would have been 0.15 percent.

Based on the unsecured debt rating of the Company on June 30, 2025, the spread over SOFR would have been 1.25 percent had borrowings been outstanding under the Amended Credit Facility and commitment fees would have been 0.15 percent.

There is a financial covenant in the Amended Credit Facility that requires us to maintain a total funded debt to total capitalization ratio of less than or equal to 55.0 percent.

The Amended Credit Facility contains additional terms, conditions, restrictions and covenants that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality, including a limitation that priority debt (as defined in the credit agreement) may not exceed 17.5 percent of the net worth of the Company.

As of March 31, 2025, there were no borrowings or letters of credit outstanding, leaving $ 950.0 million available to borrow under the Amended Credit Facility.

As of March 31, 2025, we had $ 375.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds.

Of the $ 375.0 million, $ 153.4 million was outstanding as of March 31, 2025.

As of June 30, 2025, there were no borrowings or letters of credit outstanding, leaving $ 950.0 million available to borrow under the Amended Credit Facility.

As of June 30, 2025, we had $ 400.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds.

Of the $ 400.0 million, $ 175.3 million was outstanding as of June 30, 2025.

Separately, we had $ 44.9 million in standby letters of credit and bank guarantees outstanding.

In total, we had $ 200.5 million outstanding as of March 31, 2025.

In total, we had $ 220.2 million outstanding as of June 30, 2025.

The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality.

At March 31, 2025, we were in compliance with all debt covenants.

At June 30, 2025, we were in compliance with all debt covenants.

NOTE 8 INCOME TAXES

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Adjustments to the effective tax rate and estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to the forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates.

Our income tax expense for the three months ended March 31, 2025 and 2024 was $ 41.5 million and $ 32.2 million, respectively, resulting in effective tax rates of 93.3 percent and 27.5 percent, respectively.

Our income tax expense for the six months ended March 31, 2025 and 2024 was $ 63.1 million and $ 62.3 million , respectively, resulting in effective tax rates of 52.2 percent and 25.7 percent , respectively.

Our income tax expense for the three months ended June 30, 2025 and 2024 was $ 29.0 million and $ 33.7 million, respectively, resulting in effective tax rates of ( 21.8 ) percent and 27.5 percent, respectively.

Our income tax expense for the nine months ended June 30, 2025 and 2024 was $ 92.1 million and $ 96.0 million, respectively, resulting in effective tax rates of ( 764.9 ) percent and 26.3 percent, respectively.

Effective tax rates differ from the U.S.

federal statutory rate of 21.0 percent for the three and six months ended March 31, 2025, primarily due to state and foreign income taxes, permanent non-deductible items, and foreign losses for which no tax benefit has been recognized.

Additionally, the effective tax rate for the six months ended March 31, 2025 differs from U.S.

federal statutory rate of 21.0 percent primarily due to a discrete tax expense of $ 0.7 million related to equity compensation.

federal statutory rate of 21.0 percent for the three and nine months ended June 30, 2025, primarily due to non-deductible items, state and foreign income taxes, and discrete tax adjustments.

The significant difference between the effective tax rate and the U.S.

federal statutory rate for the three and nine months ended June 30, 2025 was primarily driven by the non-deductible goodwill impairment recognized during the current quarter and foreign losses for which no tax benefit has been recognized.

Effective tax rates differ from the U.S.

federal statutory rate of 21.0 percent for the three and six months ended March 31, 2024 primarily due to state and foreign income taxes, and permanent non-deductible items.

Additionally, the effective tax rate for the six months ended March 31, 2024 differ from the U.S.

federal statutory rate of 21.0 percent primarily due to a discrete tax benefit of $ 0.9 million related to equity compensation.

federal statutory rate of 21.0 percent for the three and nine months ended June 30, 2024 primarily due to state and foreign income taxes, permanent non-deductible items, and discrete tax adjustments.

The discrete tax adjustments for the three and nine months ended June 30, 2024 primarily relate to equity compensation and return to provision adjustments.

As of June 30, 2025, we have recorded unrecognized tax benefits and related interest and penalties of approximately $ 24.5 million.

We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S.

and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months.

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA includes various provisions, such as 100% bonus depreciation for assets placed in service after January 19, 2025 and full expensing of domestic research and development expenditures.

ASC 740, “Income Taxes”, requires the effects of the changes in tax rates and laws on deferred tax and current tax balances to be recognized in the period in which the legislation is enacted.

The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on our Form 10-K for the fiscal year ending September 30, 2025.

Q3 FY25 FORM 10-Q | 25

NOTE 9 SHAREHOLDERS’ EQUITY

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The repurchases may be made using our cash and cash equivalents or other available sources and are held as treasury shares on our Unaudited Condensed Consolidated Balance Sheets.

We did not make any share repurchases during the three or six months ended March 31, 2025.

During the three and six months ended March 31, 2024, we repurchased 0.1 million and 1.4 million common shares at an aggregate cost of $ 4.0 million and $ 51.6 million, respectively, including excise tax of $ 0.3 million during the six months ended March 31, 2024.

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A cash dividend of $ 0.25 per share was declared on March 6, 2025 for shareholders of record on May 15, 2025, payable on May 30, 2025.

As a result, we recorded a Dividend payable of $ 25.2 million on our Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025.

We did not make any share repurchases during the three and nine months ended June 30, 2025.

We did not make any share repurchases during the three months ended June 30, 2024.

During the nine months ended June 30, 2024, we repurchased 1.4 million common shares at an aggregate cost of $ 51.6 million, including excise tax of $ 0.3 million.

A cash dividend of $ 0.25 per share was declared on June 3, 2025 for shareholders of record on August 15, 2025, payable on August 29, 2025.

As a result, we recorded a Dividend payable of $ 25.2 million on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025.

Accumulated Other Comprehensive Income (Loss)

Components of accumulated other comprehensive income (loss) were as follows:

March 31, September 30,

June 30, September 30,

(in thousands) 2025 2024

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Investments classified as available-for-sale debt securities are reported at fair value with unrealized gains and losses excluded from net income and reported in other comprehensive income.

The following is a summary of the changes in accumulated other comprehensive loss, net of tax, for the three and six months ended March 31, 2025:

Three Months Ended March 31, 2025

The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, for the three and nine months ended June 30, 2025:

Three Months Ended June 30, 2025

(in thousands) Unrealized Gain (Loss) on Available-for-Sale Securities

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Balance at beginning of period $ 388 $ ( 5,731 ) $ 6,407 $ 1,064

Other comprehensive income before reclassifications 591 — 6,407 6,998

Other comprehensive income (loss) before reclassifications

( 216 ) — 8,476 8,260

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive income

Net current-period other comprehensive income (loss)

( 92 ) 53 8,476 8,437

Balance at March 31 2025 $ 388 $ ( 5,731 ) $ 6,407 $ 1,064

Six Months Ended March 31, 2025

Balance at June 30, 2025

$ 296 $ ( 5,678 ) $ 14,883 $ 9,501

Q3 FY25 FORM 10-Q | 26

Nine Months Ended June 30, 2025

(in thousands) Unrealized Gain (Loss) on Available-for-Sale Securities

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income

124 160 — 284

Net current-period other comprehensive income 808 160 14,883 15,851

Balance at March 31 2025 $ 388 $ ( 5,731 ) $ 6,407 $ 1,064

Q2 FY25 FORM 10-Q | 23

Balance at June 30, 2025

$ 296 $ ( 5,678 ) $ 14,883 $ 9,501

NOTE 10 REVENUE FROM CONTRACTS WITH CUSTOMERS

7 unchanged sentences

The variable consideration that we expect to receive is estimated at the most likely amount, and constrained to an amount such that it is probable a significant reversal of revenue previously recognized will not occur based on the performance targets.

Total revenue recognized from performance contracts, including performance bonuses, was $ 325.8 million and $ 631.6 million, of which $ 17.0 million and $ 33.9 million was related to performance bonuses recognized due to the achievement of performance targets during the three and six months ended March 31, 2025 , respectively.

Total revenue recognized from performance contracts, including performance bonuses, was $ 287.8 million and $ 586.0 million, of which $ 10.4 million and $ 25.6 million was related to performance bonuses recognized due to the achievement of performance targets during the three and six months ended March 31, 2024 , respectively.

Total revenue recognized from performance contracts, including performance bonuses, was $ 309.8 million and $ 941.4 million, of which $ 14.1 million and $ 48.1 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2025 , respectively.

Total revenue recognized from performance contracts, including performance bonuses, was $ 294.4 million and $ 880.4 million, of which $ 11.8 million and $ 37.4 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2024 , respectively.

Contract Costs

As of March 31, 2025 and September 30, 2024, we had capitalized fulfillment costs of $ 34.7 million and $ 19.2 million, respectively.

As of June 30, 2025 and September 30, 2024, we had capitalized fulfillment costs of $ 33.2 million and $ 19.2 million, respectively.

Remaining Performance Obligations

The total aggregate transaction price allocated to the unsatisfied performance obligations, commonly referred to as backlog, as of March 31, 2025 was approximately $ 5.5 billion, of which approximately $ 1.0 billion is expected to be recognized during the remainder of fiscal year 2025, approximately $ 4.5 billion during fiscal year 2026 and thereafter.

The backlog figure includes $ 4.2 billion attributed to our recently acquired subsidiary, KCA Deutag International Limited.

These amounts do not include anticipated contract renewals or expected performance bonuses as part of its calculation.

The total aggregate transaction price allocated to the unsatisfied performance obligations, is commonly referred to as backlog.

As of June 30, 2025, our firm backlog was approximately $ 5.4 billion, of which approximately $ 0.6 billion is expected to be recognized during the remainder of fiscal year 2025, approximately $ 1.2 billion is expected to be recognized during fiscal year 2026, and approximately $ 3.6 billion is expected to be recognized during fiscal year 2027 and thereafter.

The firm backlog figure includes $ 4.0 billion attributed to our recently acquired subsidiary, KCA Deutag.

The firm backlog amounts do not include anticipated contract renewals or expected performance bonuses as part of its calculation.

Additionally, contracts that currently contain month-to-month terms are represented in our backlog as one month of unsatisfied performance obligations.

Our contracts are subject to cancellation or modification at the election of the customer.

however, due to the level of capital deployed by our customers on underlying projects, we have not been materially adversely affected by contract cancellations or modifications in the past.

The agreements within our recently acquired subsidiary, KCA Deutag International, contain provisions for optional early termination or suspension without any associated early termination fee and could cause the actual amount of revenue earned to significantly vary from the backlog reported.

Although we have not been materially adversely affected by contract cancellations or modifications in the past due to the level of capital deployed by our customers on underlying projects, the early termination of a contract or suspension of operations may result in a rig being idle for an extended period of time, could adversely affect our financial condition, results of operations and cash flows.

The agreements within our recently acquired subsidiary, KCA Deutag, contain provisions for optional early termination or suspension without any associated early termination fee and could cause the actual amount of revenue earned to significantly vary from the backlog reported.

Q3 FY25 FORM 10-Q | 27

Contract Assets and Liabilities

The following tables summarize the balances of our contract assets (net of allowance for estimated credit losses) and liabilities at the dates indicated:

(in thousands) March 31, 2025 September 30, 2024

(in thousands) June 30, 2025 September 30, 2024

Contract assets, net $ 10,134 $ 4,563

(in thousands) March 31, 2025

(in thousands) June 30, 2025

Contract liabilities balance at September 30, 2024

2 unchanged sentences

Revenue recognized during the period ( 58,859 )

Contract liabilities balance at March 31, 2025

Contract liabilities balance at June 30, 2025

(1) Contract liabilities acquired in the KCA Deutag Acquisition were measured at fair value at the Acquisition Date.

Refer to Note 3—Business Combination for additional information regarding the Acquisition.

Q2 FY25 FORM 10-Q | 24

NOTE 11 EARNINGS PER COMMON SHARE

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Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock grants that receive dividends, which are considered participating securities.

Q3 FY25 FORM 10-Q | 28

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in thousands, except per share amounts) 2025 2024 2025 2024

Net income attributable to common shareholders

Net income (loss) attributable to common shareholders

$ ( 162,758 ) $ 88,685 $ ( 106,332 ) $ 268,689

8 unchanged sentences

Denominator for diluted earnings per share - adjusted weighted-average shares 99,422 99,007 99,214 99,116

Basic earnings per common share:

Basic earnings (loss) per common share:

$ ( 1.64 ) $ 0.89 $ ( 1.08 ) $ 2.68

Diluted earnings per common share:

Diluted earnings (loss) per common share:

$ ( 1.64 ) $ 0.88 $ ( 1.08 ) $ 2.67

We had a net loss for three and nine months ended June 30, 2025.

Accordingly, our diluted loss per share calculation was equivalent to our basic loss per share calculation since diluted loss per share excluded any assumed exercise of equity awards.

These were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable period.

The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in thousands, except per share amounts) 2025 2024 2025 2024

1 unchanged sentence

Weighted-average price per share $ 48.32 $ 60.00 $ 52.02 $ 60.32

Q2 FY25 FORM 10-Q | 25

NOTE 12 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

8 unchanged sentences

This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Q3 FY25 FORM 10-Q | 29

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

1 unchanged sentence

The following tables summarize our financial assets and liabilities measured at fair value and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below:

March 31, 2025

June 30, 2025

(in thousands) Fair Value Level 1 Level 2 Level 3

1 unchanged sentence

Corporate and municipal debt securities $ 21,128 $ — $ 21,128 $ —

government and federal agency securities 2,493 2,493 — —

Total 21,128 — 21,128 —

11 unchanged sentences

Total $ 82,508 $ 41,286 $ — $ 41,222

As of March 31, 2025, our equity security investments in geothermal energy were $ 40.6 million, of which $ 35.1 million was measured at fair value as of March 31, 2025.

The remaining $ 5.5 million is measured at cost, less any impairments.

Our other equity security investments totaled $ 4.9 million and our debt security investments in held to maturity bonds totaled $ 0.2 million.

As of June 30, 2025, our short-term debt security investments in held to maturity bonds totaled $ 0.2 million.

These investments are measured at cost, less any impairments.

Q2 FY25 FORM 10-Q | 26

As of June 30, 2025, our equity security investments in geothermal energy and other equity security investments were $ 14.1 million and $ 5.8 million, respectively.

These investments were measured at cost, less any impairments.

September 30, 2024

19 unchanged sentences

These investments are measured at cost, less any impairments.

Q3 FY25 FORM 10-Q | 30

Recurring Fair Value Measurements

10 unchanged sentences

During September 2024, the three-year lockup period expired and the balance was reclassified to Short-term investments on our Consolidated Balance Sheets.

During the six months ended March 31, 2025, we sold our equity securities of 159.7 million shares in ADNOC Drilling and received net proceeds of approximately $ 193.3 million.

During the six months ended March 31, 2025, we recognized a loss of $ 12.4 million on our Unaudited Condensed Consolidated Statements of Operations, related to this investment, of which $ 8.4 million is associated with the change in fair value of the investment and $ 4.0 million relates to transaction fee associated with the sale of the securities.

During the three and six months ended March 31, 2024, we recognized a gain (loss) of $ 8.3 million and $( 2.1 ) million, respectively, as a result of the change in fair value of the investment.

During the nine months ended June 30, 2025, we sold our equity securities of 159.7 million shares in ADNOC Drilling and received net proceeds of approximately $ 193.3 million.

During the nine months ended June 30, 2025, we recognized a loss of $ 12.4 million on our Unaudited Condensed Consolidated Statements of Operations, related to this investment, of which $ 8.4 million is associated with the change in fair value of the investment and $ 4.0 million relates to transaction fee associated with the sale of the securities.

During the three and nine months ended June 30, 2024, we recognized a gain of $ 5.6 million and $ 3.5 million, respectively, as a result of the change in fair value of the investment.

This investment was classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange, and was measured at fair value with any gains or losses recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations.

2 unchanged sentences

Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs.

Q2 FY25 FORM 10-Q | 27

Equity Securities with Fair Value Option In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources.

11 unchanged sentences

As a result of this offering, the convertible note of $ 9.4 million was converted into 0.5 million common shares of Tamboran Corp.

Our investment is classified as a long-term equity investment within Investments on our Unaudited Condensed Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations.

Our shares received in this initial public offering are subject to a 180 -day lockup period.

We believe we have a significant influence, but not control or joint control over the investee, due to several factors, including our ownership percentage, operational involvement and role on the investee's board of directors.

As of March 31, 2025, our combined equity ownership was approximately 7.2 percent representing 1.0 million common shares in Tamboran Corp.

As of June 30, 2025, our combined equity ownership was approximately 6.1 percent representing 1.0 million common shares in Tamboran Corp.

We consider this investment to have a readily determinable fair value and have elected to account for this investment using the fair value option with any changes in fair value recognized through net income.

Under the guidance, Topic 820, Fair Value Measurement, this investment is classified as a Level 1 investment based on the quoted stock price which is publicly available.

During the three and six months ended March 31, 2025, we recognized gains of $ 3.2 million and $ 2.1 million, respectively, recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment compared to a gain (loss) of $( 4.5 ) million and $ 1.8 million during the three and six months ended March 31, 2024, respectively.

During the three and nine months ended June 30, 2025, we recognized gain (loss) of $( 0.8 ) million and $ 1.3 million, respectively, as a result of the change in fair value of the investment compared to a gain of $ 1.9 million and $ 3.7 million during the three and nine months ended June 30, 2024, respectively.

Q3 FY25 FORM 10-Q | 31

Debt Securities During April 2022, the Company made a $ 33.0 million cornerstone investment in Galileo Holdco 2 Limited Technologies ("Galileo Holdco 2"), part of the group of companies known as Galileo Technologies (“Galileo”) in the form of notes with an option to convert into common shares of the parent of Galileo Holdco 2.

3 unchanged sentences

As a result, we include accrued interest in our total investment balance.

During the six months ended March 31, 2025, our convertible note agreement was amended to extend the maturity date to the earlier of December 2027 or an exit event.

During the nine months ended June 30, 2025, our convertible note agreement was amended to extend the maturity date to the earlier of December 2027 or an exit event.

The convertible note will continue to bear interest through the extended maturity date.

We do not intend to sell this investment prior to its maturity date or an exit event.

During three months ended March 31, 2025, as a result of the change in fair value of the investment, we recorded a gain of $ 10.2 million within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations and $ 0.7 million within other comprehensive income, respectively.

During the nine months ended June 30, 2025, as a result of the change in fair value of the investment due to credit related factors, we reversed our previously recognized allowance for credit losses, which resulted in a unrealized gain of $ 10.2 million within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statement of Operations and a unrealized gain of $ 0.4 million within other comprehensive income (loss), respectively.

The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at the dates included below:

March 31, 2025

June 30, 2025

(in thousands)

9 unchanged sentences

Equity volatility 66.0 %

Q2 FY25 FORM 10-Q | 28

The above significant unobservable inputs are subject to change based on changes in economic and market conditions.

4 unchanged sentences

The following table reconciles changes in the fair value of our Level 3 assets for the periods presented below:

Three Months Ended

March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended June 30,

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

Accrued interest 473 450 1,383 1,316

Total gains (losses):

Included in earnings

— — 10,162 ( 5 )

Included in other comprehensive income

Included in other comprehensive income (loss)

( 280 ) — 383 —

Assets at end of period $ 41,222 $ 39,001 $ 41,222 $ 39,001

Q3 FY25 FORM 10-Q | 32

Nonrecurring Fair Value Measurements

9 unchanged sentences

The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been marked to fair value on a nonrecurring basis, for the periods presented below:

Three Months Ended

March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended June 30,

(in millions) 2025 2024 2025 2024

5 unchanged sentences

Assets at end of period $ 19,940 $ 31,257 $ 19,940 $ 31,257

(1) The gain recorded during the three months ended March 31, 2025 was attributable to the change in fair value of various geothermal equity investments as a result of observable price changes in identical or similar investments during the period.

(1) During the three months ended June 30, 2025, we liquidated one of our geothermal equity investments for $ 27.1 million.

(2) The gains recorded during the three and nine months ended June 30, 2025 were attributable to the change in fair value of various geothermal equity investments as a result of disposals or observable price changes in identical or similar investments during the periods.

Other Financial Instruments

2 unchanged sentences

Government and in federally insured deposit accounts.

The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at March 31, 2025 and September 30, 2024.

The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at June 30, 2025 and September 30, 2024.

The fair values of the long-term fixed-rate debt is based on broker quotes at June 30, 2025 and September 30, 2024.

The unsecured senior notes and unsecured term loan credit agreement are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.

Q3 FY25 FORM 10-Q | 33

The fair values of the long-term fixed-rate debt is based on broker quotes at March 31, 2025 and September 30, 2024.

The notes are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.

The following information presents the supplemental fair value information for our long-term fixed-rate debt at March 31, 2025 and September 30, 2024:

Carrying Value at March 31, 2025

Fair Value at March 31, 2025

The following information presents the supplemental fair value information for our long-term fixed-rate debt at June 30, 2025 and September 30, 2024:

Carrying Value at June 30, 2025

Fair Value at June 30, 2025

Using Inputs Considered as:

21 unchanged sentences

Using Inputs Considered as:

(in millions) Level 1

(in thousands) Level 1

Unsecured senior notes:

12 unchanged sentences

Plan”) to close the Pension Plan to new participants effective October 1, 2003, and reduce benefit accruals for current participants through September 30, 2006, at which time benefit accruals were discontinued and the Pension Plan was frozen.

In connection with the Acquisition, we now maintain pension plans in Germany and the UK (collectively, the "Non-U.S.

These plans have a net pension liability of $ 103.2 million ($ 136.4 million in obligations and $ 33.2 million in plan assets) as of the Acquisition Date.

As a result of the Acquisition, we now maintain pension plans in Germany and the UK (collectively, the "Non-U.S.

These plans had net pension liability of $ 103.2 million ($ 136.4 million in obligations and $ 33.2 million in plan assets) as of the Acquisition Date.

Of the $ 103.2 million, $ 4.2 million is presented in Accrued liabilities within Current liabilities and $ 99.0 million is presented in Retirement benefit obligations within Noncurrent liabilities, on the opening balance sheet presented in Note 3—Business Combination.

1 unchanged sentence

However, we may make contributions in fiscal year 2025 if needed as benefit payments come due.

The Company recognizes the underfunded status of its defined benefit pension plans, based on the projected benefit obligation, as retirement benefit obligations.

The Company recognizes the unfunded status of its Non-U.S.

Plans, based on the projected benefit obligation, as retirement benefit obligations.

Changes in the funded status are recognized in our Unaudited Condensed Consolidated Statements of Comprehensive Income in the period in which they occur.

Prior to March 31, 2025, Retirement benefit obligations were presented in Other within Noncurrent liabilities on our Unaudited Condensed Consolidated Balance Sheets.

To conform with the current fiscal quarter presentation, we reclassified amounts previously presented in Other within Noncurrent liabilities to the Retirement benefit obligations line, within Noncurrent liabilities, on our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024.

Prior to June 30, 2025, Retirement benefit obligations were presented in Other within Noncurrent liabilities on our Consolidated Balance Sheets.

To conform with the current period presentation, we reclassified amounts previously presented in Other within Noncurrent liabilities to the Retirement benefit obligations line, within Noncurrent liabilities, on our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024.

Q3 FY25 FORM 10-Q | 34

Components of the net periodic pension expense recognized in the Unaudited Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2025 and 2024, respectively, is comprised of the following:

Three Months Ended

March 31, Three Months Ended

Components of the net periodic pension expense recognized in the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2025 and 2024, respectively, is comprised of the following:

Three Months Ended June 30, Three Months Ended June 30,

(in thousands) 2025 2024 2025

4 unchanged sentences

Recognized net actuarial loss 69 174 —

Settlement expense 303 — —

Net pension expense $ 456 $ 446 $ 2,234

Six Months Ended

March 31, Six Months Ended

Nine Months Ended June 30, Nine Months Ended June 30,

(in thousands) 2025 2024 2025

4 unchanged sentences

Recognized net actuarial loss 207 522 —

Settlement expense 303 — —

Net pension expense $ 762 $ 1,338 $ 4,226

1 unchanged sentence

Plans prior to the Acquisition which occurred on January 16, 2025.

(2) The Company uses the fair value of plan assets in determining the expected return on plan assets.

Service cost is included within Selling, general and administrative while all other components are recorded within Other income (expense) on the Unaudited Condensed Consolidated Statements of Operations.

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Equipment, parts, and supplies are ordered in advance to promote efficient construction and capital improvement progress.

At March 31, 2025, we had outstanding purchase commitments for equipment, parts and supplies of approximately $ 213.7 million.

At June 30, 2025, we had outstanding purchase commitments for equipment, parts and supplies of approximately $ 165.6 million.

Guarantee Arrangements

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While there exists the possibility of realizing a recovery on HPIDC's expropriation claims, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.

In September 2019, H&P and a subsidiary brought a lawsuit against a general liability insurance carrier and an insurance broker alleging bad faith and breach of contract related to an improperly imposed endorsement included in our 2017-2018 and 2018-2019 umbrella liability policies.

During the three months ended June 30, 2025, the parties agreed to settle the matter for $ 27.5 million and, as a result, we recorded a gain within Other income (expense) during the third fiscal quarter on our Unaudited Condensed Consolidated Statements of Operations.

Q3 FY25 FORM 10-Q | 35

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• Allocated general and administrative expenses

but excludes gain on reimbursement of drilling equipment, other gain (loss) on sale of assets, corporate selling, general and administrative costs, corporate depreciation, and corporate acquisition transactions costs.

• Asset impairment charges

• Restructuring charges

but excludes gain on reimbursement of drilling equipment, other gain on sale of assets, corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transactions costs, corporate asset impairment charges, and corporate restructuring charges.

General and administrative costs are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods may be used which we believe to be a reasonable reflection of the utilization of services provided.

Summarized financial information of our reportable segments for the three and six months ended March 31, 2025 and 2024 is shown in the following tables:

Three Months Ended March 31, 2025

Q3 FY25 FORM 10-Q | 36

Summarized financial information of our reportable segments for the three and nine months ended June 30, 2025 and 2024 is shown in the following tables:

Three Months Ended June 30, 2025

(in thousands) North America Solutions International Solutions Offshore Solutions Other Eliminations Total

4 unchanged sentences

$ 157,649 $ ( 166,513 ) $ 8,769 $ ( 70,004 ) $ 6,114 $ ( 63,985 )

Q2 FY25 FORM 10-Q | 32

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in thousands) North America Solutions International Solutions Offshore Solutions Other Eliminations Total

4 unchanged sentences

$ 163,407 $ ( 2,748 ) $ 5,010 $ ( 4,791 ) $ ( 616 ) $ 160,262

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

(in thousands) North America Solutions International Solutions Offshore Solutions Other Eliminations Total

4 unchanged sentences

$ 461,803 $ ( 215,980 ) $ 29,649 $ ( 70,605 ) $ ( 2,247 ) $ 202,620

Six Months Ended March 31, 2024

Nine Months Ended June 30, 2024

(in thousands) North America Solutions International Solutions Offshore Solutions Other Eliminations Total

4 unchanged sentences

$ 455,030 $ 8,606 $ 8,140 $ ( 2,073 ) $ ( 1,054 ) $ 468,649

The following table reconciles segment operating income per the tables above to income before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:

Three Months Ended

March 31, Six Months Ended

Q3 FY25 FORM 10-Q | 37

The following table reconciles segment operating income (loss) per the tables above to income before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:

Three Months Ended June 30, 2025 Nine Months Ended June 30, 2025

(in thousands) 2025 2024 2025 2024

Segment operating income $ 124,497 $ 153,385 $ 266,605 $ 308,387

Segment operating income (loss)

$ ( 63,985 ) $ 160,262 $ 202,620 $ 468,649

Gain on reimbursement of drilling equipment 6,773 9,732 26,149 24,687

Other gain (loss) on sale of assets 884 ( 2,431 ) ( 789 ) 12

Corporate selling, general and administrative costs, corporate depreciation, and corporate acquisition transaction costs

Other loss on sale of assets

( 1,347 ) ( 2,730 ) ( 2,136 ) ( 2,718 )

Operating income 42,163 111,167 133,049 236,405

Corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction costs, corporate asset impairment charges, and corporate restructuring charges

( 69,710 ) ( 53,807 ) ( 221,853 ) ( 140,756 )

Operating income (loss)

( 128,269 ) 113,457 4,780 349,862

Other income (expense)

6 unchanged sentences

Total unallocated amounts ( 4,639 ) 8,931 ( 16,821 ) 14,804

Income before income taxes $ 44,448 $ 117,025 $ 120,867 $ 242,278

Q2 FY25 FORM 10-Q | 33

Income (loss) before income taxes

$ ( 132,908 ) $ 122,388 $ ( 12,041 ) $ 364,666

The following table reconciles segment total assets to total assets as reported on the Unaudited Condensed Consolidated Balance Sheets:

(in thousands) March 31, 2025 September 30, 2024

(in thousands) June 30, 2025 September 30, 2024

Total assets 1

8 unchanged sentences

The following table presents revenues from external customers by country based on the location of service provided:

Three Months Ended

March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended June 30,

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

Saudi Arabia 103,752 — 201,673 —

Argentina 44,952 34,024 79,611 69,900

Norway 82,854 — 161,159 —

Argentina 39,634 38,064 119,245 107,964

Oman 45,089 — 114,709 —

7 unchanged sentences

Refer to Note 10—Revenue from Contracts with Customers for additional information regarding the recognition of revenue.

Q3 FY25 FORM 10-Q | 38

The following table presents property, plant and equipment by country based on the location of service provided:

(in thousands) March 31, 2025 September 30, 2024

(in thousands) June 30, 2025 September 30, 2024

Property, plant and equipment, net

10 unchanged sentences

Total $ 4,408,156 $ 3,016,277

NOTE 16 RESTRUCTURING CHARGES

Beginning in the third quarter of fiscal year 2025, we initiated a workforce reduction plan to help improve operating margins by reducing direct and indirect support costs.

As a result, during the three months ended June 30, 2025, we incurred costs of approximately $ 4.7 million, primarily related to one-time severance payments to involuntarily terminated employees.

These expenses are recorded within Restructuring charges on our Unaudited Condensed Consolidated Statements of Operations .

Q3 FY25 FORM 10-Q | 39

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-Q

Item 1. Financial Statements