What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-21 compared with 2024-11-13 · 934 added, 454 removed, 1198 unchanged (54% of the section changed)

6 unchanged sentences

Consolidated Statements of Operations for the Years Ended September 30, 2025 , 2024 and 2023

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

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2025 , 2024 and 2023

Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2025 , 2024 and 2023

11 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

During 2025, we acquired KCA Deutag.

Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company's internal control over financial reporting as of the end of the period covered by this report excludes any evaluation of the internal control over financial reporting of KCA Deutag.

SEC guidance permits the exclusion of an evaluation of the effectiveness of the registrant's internal control over financial reporting for an acquired business during the first year following such acquisition.

The KCA Deutag business (excluding goodwill) constitutes approximately 38 percent of total assets and 27 percent of net revenue of the consolidated financial statement amounts as of and for the year ended September 30, 2025.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025.

In making this assessment, management used the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the criteria in Internal Control-Integrated Framework (2013) , management has concluded that the Company maintained effective internal control over financial reporting as of September 30, 2024.

Through its assessment, management identified a material weakness in our internal control over financial reporting related to the timely performance and lack of sufficient contemporaneous evidence of certain internal controls over the accounting for the KCA Deutag business combination, including the effectiveness of controls related to certain inputs used in the valuation of rigs and the recognition of deferred income taxes as of the acquisition date, assumptions used in the valuation of intangible assets, and the allocation of goodwill associated with the business combination to reporting units.

As a result of the material weakness, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2025.

Prior to the filing of this Form 10-K, we have performed additional procedures to evaluate the assumptions and inputs used and the conclusions reached with regard to the valuation of rigs and intangible assets, the recognition of deferred income taxes, and the allocation of goodwill to reporting units, and have not identified any material adjustments that should be recorded in the financial statements.

Accordingly, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our audited financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in accordance with GAAP.

Additionally, the material weakness identified did not result in any material misstatements in our consolidated financial statements for the periods presented and there were no changes to our previously released financial statements.

Furthermore, because we did not have another business combination prior to the end of our fiscal year, we were unable to remediate the resulting material weakness.

Ernst & Young LLP , the independent registered public accounting firm that also audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025, as stated in their report which appears herein.

2025 FORM 10-K | 61

Helmerich & Payne, Inc.

Lindsay /s/ J.

Director, President and Chief Executive Officer J.

Director and Chief Executive Officer

Senior Vice President and Chief Financial Officer

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Helmerich & Payne, Inc.

To the Shareholders and the Board of Directors of Helmerich & Payne, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Helmerich & Payne, Inc.’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Helmerich & Payne, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and our report dated November 13, 2024 expressed an unqualified opinion thereon.

We have audited Helmerich & Payne, Inc.’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Helmerich & Payne, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on the COSO criteria..

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of control criteria, Helmerich & Payne, Inc.

(the Company) has not maintained effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness related to the timely performance and lack of sufficient contemporaneous evidence of certain internal controls over the accounting for the KCA Deutag business combination including the effectiveness of controls related to certain inputs used in the valuation of rigs and the recognition of deferred income taxes as of the acquisition date, assumptions used in the valuation of intangible assets, and the allocation of goodwill associated with the business combination to reporting units.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of KCA Deutag, which is included in the 2025 consolidated financial statements of the Company and constituted 38% of total identifiable assets as of September 30, 2025 and 27% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of KCA Deutag.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the "consolidated financial statements").

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated November 21, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

7 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

2025 FORM 10-K | 63

Definition and Limitations of Internal Control Over Financial Reporting

10 unchanged sentences

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Helmerich & Payne, Inc.

To the Shareholders and the Board of Directors of Helmerich & Payne, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Helmerich & Payne, Inc.

(the Company) as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 13, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 21, 2025 expressed an adverse opinion thereon.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Self-Insurance Accruals

3 unchanged sentences

The actuarial analysis considers a variety of factors, including third-party adjusters’ estimates, historical experience, and statistical methods commonly used within the insurance industry.

Auditing the Company's liability for self-insured risks for worker’s compensation and other casualty claims is complex and required us to use our actuarial specialists due to the measurement uncertainty associated with the estimate, management’s application of significant judgment, and the use of various actuarial methods.

Auditing the Company’s liability for self-insured risks for workers’ compensation and other casualty claims is complex and required us to use our actuarial specialists due to the measurement uncertainty associated with the estimate, management’s application of significant judgment, and the use of various actuarial methods.

2025 FORM 10-K | 65

4 unchanged sentences

We compared the Company’s estimates to ranges of estimates independently developed by our actuarial specialists.

Business Combination - Land Rigs and customer contracts

Description of the Matter

During fiscal year 2025, the Company acquired KCA Deutag for consideration of $2.0 billion, as disclosed in Note 3 to the consolidated financial statements.

The transaction was accounted for as a business combination.

Auditing the Company’s accounting for its acquisition of KCA Deutag was complex due to the number of markets and business lines represented in the transaction, the significant estimation required to determine the fair value of land rigs and the estimation uncertainty in the determination of the fair value of identified intangible assets, which principally consisted of customer contracts in Saudi Arabia and Azerbaijan.

The fair value estimates for the acquired land rigs were sensitive to significant assumptions including replacement cost as adjusted for current age and current physical condition of the rigs.

The Company utilized the multi-period excess earnings method to value the customer contract intangibles.

The significant assumptions included weighted average cost of capital and certain assumptions that form the basis of forecasted results (primarily revenue and revenue growth rates).

The significant assumptions used in the valuation of intangible assets are forward-looking and could be affected by future economic and market conditions.

Additionally, auditing the Company's accounting for the acquisition was impacted by a material weakness in internal controls over the accounting for the business combination.

How We Addressed the Matter in Our Audit

After giving consideration of the material weakness, our audit procedures to test the estimated fair value of the land rigs and customer contract intangibles included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the significant assumptions used by the Company and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

We involved valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates.

Specifically for the valuation of land rigs, our valuation specialists also assisted by comparing key assumptions to current industry and market data, and developing an expected range of values based on significant inputs and assumptions to assess reasonableness of the Company’s estimates.

Specifically for the valuation of the intangibles, we also performed sensitivity analysis and compared significant assumptions to historical results of the acquired business and to other guideline companies within the same industry.

2025 FORM 10-K | 66

Impairment of Goodwill

Description of the Matter

As more fully described in Note 6 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level or more frequently when indications of potential impairment exist.

During the third fiscal quarter, due primarily to the sustained decline in the Company’s share price and market capitalization, the Company identified indicators of potential impairment of goodwill and performed an interim impairment test, which resulted in an impairment charge of $173.3 million.

The Company utilized a market approach to estimate the fair value of its reporting units based on earnings before interest, income taxes, depreciation and amortization (“EBITDA”) multiples of guideline public companies and transactions for each reporting unit.

Auditing the goodwill impairment involved a high degree of subjectivity as the determination of EBITDA multiples utilized for each reporting unit involved significant judgment.

The fair values of the reporting units were sensitive to the EBITDA multiples assumed within the range of selected guideline public companies and transactions for each reporting unit.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment process.

For example, we tested controls over management's review of the valuation method utilized and significant inputs and assumptions used in determining the reporting units’ fair value.

To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, evaluating the valuation methodologies and testing the significant assumptions used by the Company.

We involved valuation specialists to assist with our evaluation of the methodologies used by the Company and the evaluation of selected EBITDA multiples and guideline companies and transactions for each reporting unit.

We performed sensitivity analyses on significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

We also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

/s/ Ernst & Young LLP

33 unchanged sentences

Accrued liabilities 564,855 286,841

Current portion of long-term debt, net 6,859 —

Total current liabilities 814,836 446,949

2 unchanged sentences

Deferred income taxes 624,000 495,481

Retirement benefit obligation

109,864 6,524

Other 270,616 133,610

7 unchanged sentences

Retained earnings 2,619,090 2,883,590

Accumulated other comprehensive loss ( 6,350 ) ( 7,981 )

Accumulated other comprehensive income (loss)

44,964 ( 6,350 )

Treasury stock, at cost, 12,776,288 shares and 13,467,453 shares as of September 30, 2025 and 2024, respectively

( 463,536 ) ( 489,393 )

Non-controlling interest 104,548 —

Total shareholders’ equity 2,829,338 2,917,152

16 unchanged sentences

Selling, general and administrative 287,052 244,883 206,687

Acquisition transaction costs

54,702 14,982 —

Asset impairment charges 194,030 — 12,097

Restructuring charges 12,131 — —

Acquisition transaction costs

Gain on reimbursement of drilling equipment ( 33,398 ) ( 33,309 ) ( 48,173 )

Other (gain) loss on sale of assets 5,139 8,016 ( 5,432 )

Other loss on sale of assets

1,541 5,139 8,016

3,742,695 2,299,158 2,304,113

OPERATING INCOME

3 unchanged sentences

Interest expense ( 107,808 ) ( 29,093 ) ( 17,283 )

Gain on investment securities 13,953 11,299 57,937

Loss on extinguishment of debt — — ( 60,083 )

Gain (loss) on investment securities

( 22,377 ) 13,953 11,299

Foreign currency exchange loss ( 9,682 ) ( 5,550 ) ( 6,419 )

Other 27,229 3,093 9,081

( 77,431 ) 23,571 25,071

Income before income taxes

Income (loss) before income taxes

( 74,113 ) 481,020 593,379

1 unchanged sentence

85,835 136,855 159,279

$ 344,165 $ 434,100 $ 6,953

Basic earnings per common share

$ 3.43 $ 4.18 $ 0.05

Diluted earnings per common share

NET INCOME (LOSS) ( 159,948 ) 344,165 434,100

Net income attributable to non-controlling interest 3,747 — —

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

$ ( 163,695 ) $ 344,165 $ 434,100

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

Basic $ ( 1.66 ) $ 3.43 $ 4.18

Diluted $ ( 1.66 ) $ 3.43 $ 4.16

Weighted average shares outstanding:

4 unchanged sentences

HELMERICH & PAYNE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year ended September 30,

(in thousands) 2025 2024 2023

Net income (loss)

$ ( 159,948 ) $ 344,165 $ 434,100

Other comprehensive income, net of income taxes:

Net change related to employee benefit plans, net of income taxes of $ 0.6 million, $ 1.2 million, and $ 2.3 million at September 30, 2024, 2023, and 2022, respectively.

Net change related to employee benefit plans 10,308 2,143 4,091

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

808 ( 512 ) —

Unrealized loss on available-for-sale debt security, net of income taxes of $ 0.2 million at September 30, 2024

Currency translation adjustment 40,198 — —

Other comprehensive income

Comprehensive income

51,314 1,631 4,091

Comprehensive income (loss) ( 108,634 ) 345,796 438,191

Comprehensive income attributable to non-controlling interest 3,747 — —

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

$ ( 112,381 ) $ 345,796 $ 438,191

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

5 unchanged sentences

Comprehensive

Income (Loss) Treasury Stock

Income (Loss) Treasury Stock Non-controlling Interest

(in thousands, except per share amounts) Shares Amount Shares Amount Total

4 unchanged sentences

Other comprehensive income — — — — 4,091 — — — 4,091

Dividends declared ($ 1.00 per share)

Dividends declared ($ 1.00 per share, $ 0.94 supplemental per share)

— — — ( 199,957 ) — — — — ( 199,957 )

16 unchanged sentences

112,222 $ 11,222 $ 518,083 $ 2,883,590 $ ( 6,350 ) 13,467 $ ( 489,393 ) $ — $ 2,917,152

Comprehensive income:

Net income — — — 344,165 — — — 344,165

Comprehensive income (loss):

— — — ( 163,695 ) — — — 3,747 ( 159,948 )

Other comprehensive income — — — — 51,314 — — — 51,314

Dividends declared ($ 1.00 base per share, $ 0.68 supplemental per share)

Non-controlling interest in connection with business acquisition (Note 3—Business Combination)

— — — — — — — 116,061 116,061

Dividends declared ($ 1.00 per share)

— — — ( 100,805 ) — — — — ( 100,805 )

Dividends declared and distributions to non-controlling interest

— — — — — — — ( 15,484 ) ( 15,484 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 36,690 ) — — ( 691 ) 25,857 — ( 10,833 )

Stock-based compensation — — 31,594 — — — — — 31,594

Share repurchases — — — — — 1,400 ( 51,631 ) ( 51,631 )

Other — — 63 — — — — 224 287

8 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$ ( 159,948 ) $ 344,165 $ 434,100

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

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

Depreciation and amortization 625,085 397,344 382,314

1 unchanged sentence

Amortization of debt discount and debt issuance costs 6,069 10,560 1,079

Loss on extinguishment of debt — — 60,083

Stock-based compensation 31,594 31,198 32,456

Gain on investment securities ( 13,953 ) ( 11,299 ) ( 57,937 )

(Gain) loss on investment securities

22,377 ( 13,953 ) ( 11,299 )

Gain on reimbursement of drilling equipment ( 33,398 ) ( 33,309 ) ( 48,173 )

Other (gain) loss on sale of assets 5,139 8,016 ( 5,432 )

Other loss on sale of assets

1,541 5,139 8,016

Deferred income tax benefit ( 78,661 ) ( 23,191 ) ( 20,400 )

11 unchanged sentences

Capital expenditures ( 426,373 ) ( 495,072 ) ( 395,460 )

Other capital expenditures related to assets held-for-sale — — ( 21,645 )

Purchase of short-term investments ( 117,057 ) ( 200,653 ) ( 180,993 )

Purchase of long-term investments ( 3,296 ) ( 9,120 ) ( 20,748 )

Payment for acquisition of business, net of cash acquired ( 1,836,072 ) — —

Proceeds from sale of short-term investments 378,353 204,152 195,311

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

Proceeds from asset sales 46,412 70,085 62,304

Insurance proceeds from involuntary conversion 2,366 5,533 9,221

Proceeds from asset sales 45,776 46,412 70,085

Other ( 1,029 ) ( 10,000 ) —

2 unchanged sentences

Dividends paid ( 100,735 ) ( 168,459 ) ( 201,456 )

Distributions to non-controlling interests ( 15,380 ) — —

Proceeds from debt issuance 400,000 1,247,629 —

2 unchanged sentences

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

Payments for early extinguishment of long-term debt — — ( 487,148 )

Make-whole premium payment — — ( 56,421 )

Payments on unsecured long-term debt ( 200,000 ) — —

Share repurchases — ( 51,302 ) ( 247,213 )

1 unchanged sentence

Net cash provided by (used in) financing activities 66,661 986,507 ( 463,869 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 12,971 — —

Net increase (decrease) in cash and cash equivalents and restricted cash ( 1,302,760 ) 1,212,422 47,229

21 unchanged sentences

NOTE 1 NATURE OF OPERATIONS

H&P through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.

Our drilling services operations are organized into the following reportable operating business segments:

North America Solutions, International Solutions and Offshore Gulf of Mexico.

Our real estate operations and our wholly-owned captive insurance companies are included in "Other." Refer to Note 17—Business Segments and Geographic Information for further details on our reportable segments.

Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand.

Such states include:

Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, West Virginia, and Wyoming.

Our International Solutions operations have rigs and/or services primarily located in five international locations:

Argentina, Australia, Bahrain, Colombia and the U.A.E.

Additionally, we commenced operations in Saudi Arabia in the first quarter of fiscal 2025.

Our Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S.

federal waters in the Gulf of Mexico.

We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma.

Our real estate investments include a shopping center and undeveloped real estate.

Pending KCA Deutag Acquisition

On July 25, 2024, H&P and certain of its wholly owned subsidiaries entered into the Purchase Agreement to acquire KCA Deutag for total cash consideration of approximately $ 2.0 billion, which consists of the $ 0.9 billion unadjusted share purchase price and $ 1.1 billion to contemporaneously repay or redeem certain of KCA Deutag's existing debt upon consummation of the Acquisition.

Total consideration is subject to adjustment as set forth in the Purchase Agreement.

The transaction is expected to close prior to calendar 2024 year end, subject to customary closing conditions and regulatory approvals.

Helmerich & Payne, Inc.

(“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.

KCA Deutag Acquisition

On January 16, 2025 (the “Closing Date” or "Acquisition Date"), H&P completed its acquisition of the entire issued share capital (the "Acquisition") of KCA Deutag International Limited ("KCA Deutag") pursuant to the Sale and Purchase Agreement (the "Purchase Agreement").

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.

The Company's results presented for the fiscal year ended September 30, 2025 reflect a full 365 days of legacy H&P operations and 258 days of KCA Deutag operations, as the Acquisition was completed on January 16, 2025.

KCA Deutag is a diverse global drilling company.

The company has a significant land drilling presence in the Middle East, which represents approximately two-thirds of the company’s calendar year 2023 Operating EBITDA, with additional operations in South America, Europe and Africa.

In addition to its land operations, KCA Deutag has asset-light offshore management contract operations in the North Sea, Angola, Azerbaijan and Canada, with super major customers and long-term earnings visibility through a robust backlog.

KCA Deutag’s Kenera segment comprises manufacturing and engineering businesses, including Bentec, with three facilities serving the energy industry, representing a longer-term growth opportunity.

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 Northern 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 BENTEC™ (formally Kenera) business unit comprises manufacturing and engineering operations with four facilities serving the energy industry.

Subsequent to September 30, 2025, we announced the rebranding of KCA Deutag’s Kenera business unit to BENTEC™.

The BENTEC™ name, already recognized in the market, will now represent all products and services previously associated with Kenera and its sub-brands.

Accordingly, throughout this document and in future references, Kenera will be referred to as BENTEC™.

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

During the second quarter of fiscal year 2025, the naming convention for one of our reportable segments changed from Offshore Gulf of Mexico to Offshore Solutions.

Beginning on the Closing Date, Offshore Solutions now includes the results from the acquired KCA Deutag offshore management contract operations.

Similarly, our International Solutions segment now includes the results from the acquired KCA Deutag land operations.

Operating results related to KCA Deutag's BENTEC™ business unit are included in "Other" along with results from our real estate operations and our wholly-owned captive insurance companies.

Our North America Solutions operating segment remains unchanged.

Refer to Note 17—Business Segments and Geographic Information for further details on our reportable segments.

Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand.

Our International Solutions operations are conducted in major international oil and gas markets, primarily in the Middle East and Latin America.

Our Offshore Solutions operations consist of asset-light offshore management contracts and contracted rig platforms located in U.S.

federal waters, the North Sea and Norwegian Sea off the coast of Norway, Caspian Sea and other international waters.

Our "Other" operations is comprised of our BENTEC™ manufacturing and engineering activities, our real estate operations, and our wholly-owned captive insurance companies.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RELATED RISKS AND UNCERTAINTIES

1 unchanged sentence

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

2025 FORM 10-K | 74

Principles of Consolidation

1 unchanged sentence

Consolidation of a subsidiary begins when the Company gains control over the subsidiary and ceases when the Company loses control of the subsidiary.

Specifically, income, expenses and other comprehensive income or loss of a subsidiary acquired or disposed of during the fiscal year are included in the Consolidated Statements of Operations and Comprehensive Income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Specifically, income, expenses and other comprehensive income or loss of a subsidiary acquired or disposed of during the fiscal year are included in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) from the date the Company gains control until the date when the Company ceases to control the subsidiary.

The equity attributable to non-controlling interests in subsidiaries is shown separately in the accompanying Consolidated Balance Sheets.

All intercompany accounts and transactions have been eliminated upon consolidation.

Foreign Currencies

Our functional currency, together with all our foreign subsidiaries, is the U.S.

Monetary assets and liabilities denominated in currencies other than the U.S.

dollar are translated at exchange rates in effect at the end of the period, and the resulting gains and losses are recorded on our Consolidated Statements of Operations.

Aggregate foreign currency losses of $ 5.5 million, $ 6.4 million and $ 5.9 million in fiscal years 2024, 2023 and 2022, respectively, are included in Drilling services operating expenses.

2024 FORM 10-K | 73

Use of Estimates

The preparation of our financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Cash, Cash Equivalents, and Restricted Cash

1 unchanged sentence

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.

We had restricted cash of $ 1.3 billion and $ 59.1 million at September 30, 2024 and 2023, respectively.

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 for the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness, and $ 68.9 million represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies.

Of the total at September 30, 2023, $ 58.4 million, represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies.

The restricted amounts are primarily invested in short-term money market

As of September 30, 2024, $ 1.2 billion of restricted cash was classified as long-term.

As noted above, this balance primarily represents net proceeds from senior notes issued in fiscal year 2024 to finance the purchase price for the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness.

We have applied the guidance in ASC 210-10, concluding that cash restricted for expenditure in the acquisition of noncurrent assets or the liquidation of long-term debts are to be classified as long-term.

As of September 30, 2025 and 2024, restricted cash was $ 29.1 million and $ 1.3 billion, respectively.

Of the total at September 30, 2025 and 2024, $ 27.4 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 fiscal year ended September 30, 2025 to fund the Acquisition.

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

The restricted amounts are primarily invested in short-term money market securities.

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

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(in thousands) 2025 2024 2023

Current Assets:

Cash and cash equivalents $ 196,848 $ 217,341 $ 257,174

Restricted cash 27,412 68,902 59,064

Restricted cash - long-term:

Other Noncurrent Assets:

Restricted cash 1,640 1,242,417 —

Other assets, net — — 632

Total cash, cash equivalents, and restricted cash $ 225,900 $ 1,528,660 $ 316,238

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We perform credit evaluations of customers and do not typically require collateral in support for trade receivables.

We provide an allowance for credit losses, when necessary, to cover estimated credit losses.

We provide an allowance for credit losses to cover estimated credit losses.

Outstanding customer receivables are reviewed regularly for possible nonpayment indicators.

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The allowance for excess and obsolete inventory was $ 93.5 million and $ 19.5 million for fiscal years 2025 and 2024, respectively.

Of the $ 93.5 million of allowance for excess and obsolete inventory, $ 74.7 million is attributable to our recently acquired subsidiary, KCA Deutag.

2025 FORM 10-K | 75

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Debt securities classified as available-for-sale are reported at fair value and subject to impairment testing.

Impairment losses on available-for-sale debt securities due to credit related factors are recognized through net income and recorded within Gain on investment securities on our Consolidated Statements of Operations.

During the year ended September 30, 2024, we recorded an allowance for credit loss of $ 10.2 million, as a result of the change in fair value of our investment in Galileo due to credit related factors.

Refer to Note 13—Fair Value Measurement of Financial Instruments for additional information related to Galileo investment.

Other than credit related impairment losses, unrealized gains/losses on available-for-sale debt securities are recognized, net of the related tax effect, in other comprehensive income.

Other than impairment losses, unrealized gains/losses are recognized, net of the related tax effect, in other comprehensive income.

Upon sale, realized gains/losses are reported in net income.

Related Party Transactions

In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited ("Tamboran Resources").

In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources.

In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp.

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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 in Tamboran Corp.

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

Refer to Note 13—Fair Value Measurement of Financial Instruments for additional information related to our investment.

During the fiscal year ended September 30, 2025, our representation on the investee’s board of directors ceased.

As a result, we determined that we no longer have the ability to exert significant influence over the investee.

Accordingly, Tamboran Resources will no longer be classified as a related party in future reporting periods.

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

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

As of September 30, 2023, we recorded $ 2.8 million in receivables, $ 8.0 million in other assets, and $ 6.6 million as a contract liability on our Consolidated Balance Sheets.

We recorded $ 14.1 million and $ 3.4 million in revenue on our Consolidated Statement of Operations during the fiscal years ending September 30, 2024 and 2023, respectively, related to the drilling services agreement with Tamboran Resources, which commenced drilling services during the fourth fiscal quarter of 2023.

We expect to earn $ 30.0 million in revenue over the term of the contract, and, as such, this amount is included within our contract backlog as of September 30, 2024.

As of September 30, 2025 and 2024, we recorded $ 0.7 million and $ 5.0 million in receivables, respectively, and $ 3.9 million in contract liabilities in both periods on our Consolidated Balance Sheets.

We recognized $ 16.1 million and $ 14.1 million in revenue on our Consolidated Statement of Operations the fiscal years ended September 30, 2025 and 2024, respectively, related to the drilling services agreement with Tamboran Resources, which commenced drilling services during the fourth fiscal quarter of 2023.

We expect to earn $ 26.3 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of September 30, 2025.

Property, Plant, and Equipment

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The estimated fair value is determined based upon either an income approach using estimated discounted future cash flows, a market approach considering factors such as recent market sales of rigs of other companies and our own sales of rigs, appraisals and other factors, a cost approach utilizing reproduction costs new as adjusted for the asset age and condition, and/or a combination of multiple approaches.

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Cash flows are estimated by management considering factors such as prospective market demand, margins, recent changes in rig technology and its effect on each rig’s marketability, any investment required to make a rig operational, suitability of rig size and make up to existing platforms, and competitive dynamics including industry utilization.

Long-lived assets that are held for sale are recorded at the lower of carrying value or the fair value less costs to sell.

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Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combinat ion, at the date of acquisition.

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination, at the date of acquisition.

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 of each fiscal year or when it is more likely than not that the carrying value may exceed fair value.

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Our key assumptions in the method include the price and the expected volatility of our stock and our self-determined peer group of companies’ (the "Peer Group") stock, risk free rate of return, dividend yields and cross-correlations between the Company and our Peer Group.

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Stock-based compensation is recognized on a straight-line basis over the requisite service periods of the stock awards, which is generally the vesting period.

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See Note 11—Stock-based Compensation for additional discussion on stock-based compensation.

2025 FORM 10-K | 77

Treasury Stock

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Other comprehensive income or loss refers to revenues, expenses, gains, and losses that are included in comprehensive income or loss but excluded from net income or loss.

We report the components of other comprehensive income or loss, net of tax, by their nature and disclose the tax effect allocated to each component in the Consolidated Statements of Comprehensive Income.

We lease various offices, warehouses, equipment and vehicles.

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2025 FORM 10-K | 78

Use of Estimates

The preparation of our financial statements in conformity with U.S.

Actual results could differ from those estimates.

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

As a result of this review and based on events occurring during the fiscal year ended September 30, 2025, we 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 fiscal year ended September 30, 2025, was an increase in amortization expense of $ 15.6 million, an increase in net loss of $ 12.4 million, and an increase to basic and diluted loss per share of $ 0.12 .

Recently Issued Accounting Updates

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ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company.

2025 FORM 10-K | 79

The following table provides a brief description of recently adopted accounting pronouncements and our analysis of the effects on our financial statements:

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Statements or Other Significant Matters

Standards that are not yet adopted as of September 30, 2024

Recently Adopted Accounting Pronouncements

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.

Early adoption of the amendments is permitted.

Upon adoption, the amendments shall be applied retrospectively to all prior periods presented in the financial statements.

October 1, 2024 We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our 2025 fiscal year Form 10-K.

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

September 30, 2025 We adopted this ASU during the fourth quarter of fiscal year 2025, as required.

The adoption did not affect our Consolidated Financial Statements and did not materially affect our disclosures.

The required additional disclosures are included in Note 17—Business Segments and Geographic Information.

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

2023-09, Income Taxes (Topic 740):

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Retrospective application is permitted.

October 1, 2025 We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our 2026 fiscal year Form 10-K.

September 30, 2026 We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our fiscal year 2026 Form 10-K.

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

2024-03, Income Statement -- Reporting Comprehensive Income -- Expense Disaggregation Disclosure (Subtopic 220-40) This ASU enhances disclosure requirements for certain costs and expenses.

The amendments in this update enhance annual and interim disclosure requirements, certain liability-related expenses, expense reimbursements related to a cost-sharing or cost-reimbursement arrangement with another entity, and the disaggregation of relevant expense captions.

This update gives entities the ability to use estimates or other methods that produce a reasonable approximation of the amounts required to be disclosed.

This update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

Upon adoption, the amendments shall be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements.

September 30, 2028 We plan to adopt this ASU, as required, during fiscal year 2028 with the first disclosure enhancements reflected in our fiscal year 2028 Form 10-K.

We are currently evaluating the impact the new guidance may have on our Consolidated Financial Statements and disclosures.

Self-Insurance

We self-insure a significant portion of expected losses relating to workers’ compensation, general liability and automobile liability.

Generally, self-insured retentions ("SIRs") or deductibles range from $ 1 million to $ 10 million per occurrence depending on the coverage and whether a claim occurs outside or inside of the United States.

Insurance is purchased over SIRs or deductibles to reduce our exposure to catastrophic events.

Estimates are recorded for incurred outstanding liabilities for workers’ compensation, general, and automobile liability, including claims that are incurred but not reported.

Estimates are based on adjusters’ estimates, historical experience and statistical methods commonly used within the insurance industry that we believe are reliable.

Insurance recoveries related to such liabilities are recorded when considered probable.

We have also engaged a third-party actuary to perform a review of our casualty losses as well as losses in our captive insurance companies.

Nonetheless, insurance estimates include certain assumptions and management judgments regarding the frequency and severity of claims, claim development and settlement practices.

Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these programs.

The Company also self-insures employee health plan exposures in excess of employee deductibles.

This program is also reviewed at the end of each policy year by a third-party actuary.

2025 FORM 10-K | 80

We continue to use our Captive insurance companies to fund the SIRs and deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, medical stop-loss program, and certain international casualty and property programs.

Our operating subsidiaries are paying premiums to the Captives, typically on a monthly basis, for the estimated losses based on an external actuarial analysis.

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 consisted primarily of adjustments to accruals for estimated losses of $ 39.9 million, $ 11.4 million, and $ 12.5 million and rig and casualty insurance premiums of $ 42.7 million, $ 37.6 million, and $ 39.7 million during the fiscal years ended September 30, 2025, 2024, and 2023, respectively.

These operating costs were recorded within drilling services operating expenses in our Consolidated Statement of Operations.

Intercompany premium revenues recorded by the Captives during the fiscal years ended September 30, 2025, 2024, and 2023 amounted to $ 69.2 million, $ 61.2 million, and $ 67.4 million, 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 fiscal year ended September 30, 2025, 2024, and 2023 were $ 20.7 million, $ 15.5 million, and $ 10.6 million, 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 (the functional currency).

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

Dollars, and, instead, is the local currency.

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

Dollar functional entities are translated at exchange rates in effect at the balance sheet date.

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 Consolidated Statements of Comprehensive Income (Loss).

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 loss on the Consolidated Statements of Operations.

Prior to the current fiscal year, 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 fiscal years ended September 30, 2024 and 2023.

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

Concentration of Credit Risk

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However, we believe that the credit risk posed by this industry concentration is offset by the creditworthiness of our customer base.

Revenue from drilling services performed for our largest drilling customer totaled approximately 11.0 percent ($ 302.6 million) of our total consolidated revenues during fiscal year 2024.

In fiscal years 2023 and 2022, no individual customers constituted 10 percent or more of our total consolidated revenues.

Revenue from drilling services performed for our largest drilling customer, which is reported in our North America Solutions segment, totaled approximately 12.0 percent ($ 451.3 million) and 11.0 percent ($ 302.6 million) of our total consolidated revenues during fiscal years 2025 and 2024, respectively.

In fiscal year 2023, no individual customers constituted 10 percent or more of our total consolidated revenues.

We place cash in excess of our immediate needs in the United States with established financial institutions and primarily invest in a diversified portfolio of highly rated, short-term instruments.

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Most of our international sales, however, are to large international, majority state-owned, or government-owned national oil companies.

2024 FORM 10-K | 78

Volatility of Market

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As a result, demand for drilling services is not always purely a function of the movement of commodity prices.

2025 FORM 10-K | 81

In addition, customers may finance their exploration activities through cash flow from operations, the incurrence of debt or the issuance of equity.

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This reduction in spending could have a material adverse effect on our operations.

Self-Insurance

We self-insure a significant portion of expected losses relating to workers’ compensation, general liability and automobile liability.

Generally, deductibles range from $ 1 million to $ 10 million per occurrence depending on the coverage and whether a claim occurs outside or inside of the United States.

Insurance is purchased over deductibles to reduce our exposure to catastrophic events.