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Item 9A. Controls and Procedures

2025-11-21 compared with 2024-11-13 · 44 added, 48 removed, 126 unchanged (42% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report have been designed and are effective at the reasonable assurance level so that the information required to be disclosed by us in our SEC filings, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations, and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, and as a result of the material weakness in internal control over financial reporting described below, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective.

We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

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 our annual or interim financial statements will not be prevented or detected on a timely basis.

We have excluded the KCA Deutag business combination from our evaluation of the internal control over financial reporting internal controls in the current year.

The excluded business constitutes approximately 38 percent of total identifiable assets and 27 percent of net revenue of the consolidated financial statement amounts as of and for the year ended September 30, 2025.

In connection with the preparation of our consolidated financial statements for the fiscal year ended September 30, 2025 and management’s assessment of the Company’s internal control over financial reporting as of September 30, 2025, we 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.

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.

Upon completion of another material acquisition, we believe we will be able to perform the controls timely and ensure sufficient contemporaneous evidence of management’s review is maintained.

Management expects these remediation efforts will be effective in eliminating the material weakness;

however, the material weakness will not be considered fully remediated until the applicable controls operate for a sufficient period of time following another material acquisition, and management has concluded, through sufficient testing, that the controls are operating effectively.

In connection with any future material acquisitions, management will monitor the effectiveness of these and other processes, procedures and controls, and make any further changes management deems appropriate.

b) Management’s Report on Internal Control over Financial Reporting.

3 unchanged sentences

d) Changes in Internal Control Over Financial Reporting.

2025 FORM 10-K | 119

There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

1 unchanged sentence

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

We have adopted a Code of Ethics for our Principal Executive Officer and Senior Financial Officers.

The text of this code is located on our website under “http://ir.helmerichpayne.com/websites/helmerichandpayne/English/4500.html.” Our Internet address is www.helmerichpayne.com.

The text of this code is located on our website under “https://ir.hpinc.com/investors/corporate-governance/corporate-governance-information”.

Our Internet address is www.hpinc.com.

We intend to disclose any amendments to or waivers from this code on our website.

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

The other information required by this item will be included in the sections entitled “Directors,” “Executive Officers,” “Board Committees,” “Trading, Hedging and Pledging Policies” in the Company's definitive proxy statement to be filed with the SEC no later than 120 days after September 30, 2025, in connection with the solicitation of proxies for the Company's 2026 annual meeting of stockholders (the "2026 Proxy Statement"), and is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by this item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The information required by this item will be included in the sections entitled “Compensation Discussion & Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards in Fiscal 2025,” “Outstanding Equity Awards at Fiscal 2025 Year-End,” “Stock Vested in 2025,” “Pension Benefits For Fiscal 2025,” “Nonqualified Deferred Compensation For Fiscal 2025,” “Potential Payments Upon Change-In-Control,” “Director Compensation Table, ” “Pay Ratio Disclosure,” “Pay Versus Performance” and “Equity Grant Practices” in the 2026 Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The information required by this item will be included in the sections entitled “Summary of All Existing Equity Compensation Plans,” “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” in the 2026 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The information required by this item will be included in the sections entitled “Transactions with Related Persons, Promoters, and Certain Control Persons” and “Director Independence” in the 2026 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.

The information required by this item will be included in the section entitled “Proposal 2 - Ratification of Appointment of Independent Auditors” in the 2026 Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Our consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated November 21, 2025, are listed below and included in Item 8— “Financial Statements and Supplementary Data” of this Form 10‑K.

2025 FORM 10-K | 121

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 000 42 )

5 unchanged sentences

Notes to Consolidated Financial Statements

2024 FORM 10-K | 108

Financial Statement Schedules:

20 unchanged sentences

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

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

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

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

1 unchanged sentence

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

Helmerich & Payne, Inc.

2010 Long-Term Incentive Plan (incorporated herein by reference to Appendix “A” of the Company’s Proxy Statement on Schedule 14A filed on January 26, 2011, SEC File No.