What changed in this filing

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Item 1. Financial Statements

2026-02-05 compared with 2025-08-11 · 288 added, 689 removed, 689 unchanged (59% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, September 30,

December 31, September 30,

(in thousands except share data) 2025 2025

35 unchanged sentences

Shareholders' Equity:

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

Common stock, $ 0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of December 31, 2025 and September 30, 2025, and 99,849,488 and 99,446,577 shares outstanding as of December 31, 2025 and September 30, 2025, respectively

11,222 11,222

2 unchanged sentences

Retained earnings 2,496,928 2,619,090

Accumulated other comprehensive income (loss)

9,501 ( 6,350 )

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

Accumulated other comprehensive income 42,680 44,964

Treasury stock, at cost, 12,373,377 shares and 12,776,288 shares as of December 31, 2025 and September 30, 2025, respectively

( 447,763 ) ( 463,536 )

6 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended December 31,

(in thousands, except per share amounts) 2025 2024

15 unchanged sentences

1,076,937 586,414

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

OPERATING INCOME (LOSS)

4 unchanged sentences

Gain (loss) on investment securities 929 ( 13,367 )

Foreign currency exchange loss

( 9,216 ) ( 2,144 ) ( 16,137 ) ( 4,509 )

Foreign currency exchange gain (loss)

Other ( 1,926 ) 360

6 unchanged sentences

Net income attributable to non-controlling interest

859 — 2,191 —

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

10 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended December 31,

(in thousands) 2025 2024

3 unchanged sentences

Net change related to employee benefit plans

53 134 160 402

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

( 92 ) ( 920 ) 808 ( 920 )

Currency translation adjustment

8,476 — 14,883 —

Unrealized gain on available-for-sale debt security

Reclassification of gain on available-for-sale debt security

Foreign currency translation adjustment

Other comprehensive income (loss)

3 unchanged sentences

Comprehensive income attributable to non-controlling interest

859 — 2,191 —

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

4 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Three and Nine Months Ended June 30, 2025

Three Months Ended December 31, 2025

Common Stock Additional

2 unchanged sentences

Income (Loss) Treasury Stock Non-controlling Interest

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

(in thousands, except per share amounts)

Shares Amount Shares Amount Total

Balance at September 30, 2025

112,222 $ 11,222 $ 513,050 $ 2,619,090 $ 44,964 12,776 $ ( 463,536 ) $ 104,548 $ 2,829,338

Comprehensive income:

Net income — — — 54,772 — — — — 54,772

Other comprehensive income — — — — 363 — — — 363

Dividends declared

— — — ( 25,151 ) — — — — ( 25,151 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 23,125 ) — — ( 431 ) 16,212 — ( 6,913 )

Stock-based compensation — — 6,851 — — — — — 6,851

Other — — ( 293 ) — — — — — ( 293 )

Balance at December 31, 2024 112,222 $ 11,222 $ 501,516 $ 2,913,211 $ ( 5,987 ) 13,036 $ ( 473,181 ) $ — $ 2,946,781

Comprehensive income:

Net income — — — 1,654 — — — 1,332 2,986

Other comprehensive income — — — — 7,051 — — — 7,051

Estimated preliminary fair value of non-controlling interests acquired

— — — — — — — 116,061 116,061

Dividends declared

— — — ( 25,257 ) — — — ( 104 ) ( 25,361 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 11,974 ) — — ( 228 ) 8,280 — ( 3,694 )

Stock-based compensation — — 8,098 — — — — — 8,098

Other — — 341 — — — — — 341

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):

Comprehensive loss:

Net income (loss)

— — — ( 96,706 ) — — — 1,775 ( 94,931 )

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

Dividends declared

Other comprehensive loss

— — — — ( 2,284 ) — — — ( 2,284 )

Distributions to non-controlling interests

Dividends declared ($ 0.25 per share)

— — — ( 25,456 ) — — — — ( 25,456 )

Dividends declared and distributions to non-controlling interest — — — — — — — ( 7,000 ) ( 7,000 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 21,608 ) — — ( 403 ) 15,773 — ( 5,835 )

1 unchanged sentence

Other — — ( 786 ) — — — — ( 57 ) ( 843 )

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 Nine Months Ended June 30, 2024

Balance at December 31, 2025 112,222 $ 11,222 $ 499,943 $ 2,496,928 $ 42,680 12,373 $ ( 447,763 ) $ 99,266 $ 2,702,276

Three Months Ended December 31, 2024

Common Stock Additional

2 unchanged sentences

Income (Loss) Treasury Stock

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

(in thousands, except per share amounts)

Shares Amount Shares Amount Total

Balance at September 30, 2024

3 unchanged sentences

Other comprehensive income — — — — 363 — — 363

Dividends declared ($ 0.25 base per share, $ 0.34 supplemental per share)

Dividends declared ($ 0.25 per share)

— — — ( 25,151 ) — — — ( 25,151 )

1 unchanged sentence

Stock-based compensation — — 6,851 — — — — 6,851

Share repurchases — — — — — 1,298 ( 47,654 ) ( 47,654 )

Other — — ( 293 ) — — — — ( 293 )

Balance at December 31, 2024 112,222 $ 11,222 $ 501,516 $ 2,913,211 $ ( 5,987 ) 13,036 $ ( 473,181 ) $ 2,946,781

Comprehensive income:

Net income — — — 84,831 — — — 84,831

Other comprehensive income — — — — 134 — — 134

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

— — — ( 42,130 ) — — — ( 42,130 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 12,012 ) — — ( 230 ) 8,656 ( 3,356 )

Stock-based compensation — — 8,429 — — — — 8,429

Share repurchases — — — — — 102 ( 3,977 ) ( 3,977 )

Other — — ( 503 ) — — — — ( 503 )

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.

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended June 30,

Three Months Ended December 31,

(in thousands) 2025 2024

1 unchanged sentence

Net income (loss) $ ( 94,931 ) $ 54,772

$ ( 104,141 ) $ 268,689

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

3 unchanged sentences

Stock-based compensation 9,287 6,851

Gain on investment securities

(Gain) loss on investment securities

( 929 ) 13,367

1 unchanged sentence

Other loss on sale of assets 1,926 1,673

Deferred income tax benefit

Deferred income tax

7,182 ( 9,923 )

13 unchanged sentences

Purchase of long-term investments — ( 646 )

Payment for acquisition of business, net of cash acquired ( 1,838,852 ) —

Proceeds from sale of short-term investments 16,645 242,920

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

Insurance proceeds from involuntary conversion — 698

Proceeds from asset sales 11,020 12,120

Net cash used in investing activities ( 1,872,510 ) ( 353,998 )

Other ( 374 ) —

Net cash provided by (used in) investing activities

( 58,293 ) 52,651

CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid ( 25,238 ) ( 25,021 )

( 75,534 ) ( 126,417 )

Distributions to non-controlling interests ( 7,000 ) —

Proceeds from debt issuance 400,000 —

Debt issuance costs — ( 1,216 )

Payments for employee taxes on net settlement of equity awards ( 5,835 ) ( 6,913 )

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

Payments on unsecured long-term debt ( 30,000 ) —

Share repurchases — ( 51,302 )

Other ( 1,715 ) —

Net cash provided by (used in) financing activities 220,654 ( 196,145 )

Net cash used in financing activities

( 69,788 ) ( 33,150 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 740 ) —

Net decrease in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

53,608 177,859

Cash, cash equivalents and restricted cash, beginning of period 225,900 1,528,660

1,528,660 316,238

Cash, cash equivalents and restricted cash, end of period $ 279,508 $ 1,706,519

$ 227,126 $ 282,002

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

13 unchanged sentences

(“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 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 Nothern 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.

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

Segments of the Business

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 Kenera 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 15—Business Segments and Geographic Information for further details on our reportable segments.

During the three months ended December 31, 2025, we announced the rebranding of our 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.

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 is comprised of asset-light offshore management contracts and contracted rig platforms located in U.S.

federal waters, the North Sea, Norwegian Sea, Caspian Sea and other international waters.

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, the 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.

Refer to Note 12—Business Segments and Geographic Information for further details on our reportable segments.

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

6 unchanged sentences

The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year.

Q3 FY25 FORM 10-Q | 9

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 Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of 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 Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed 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 Unaudited Condensed Consolidated Balance Sheets.

All intercompany accounts and transactions have been eliminated upon consolidation.

Q1 FY26 FORM 10-Q | 8

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.

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.

As of December 31, 2025 and September 30, 2025, restricted cash was $ 32.3 million and $ 29.1 million, respectively.

Of the total at December 31, 2025 and September 30, 2025, $ 30.9 million and $ 27.4 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 entire issued share capital (the "Acquisition") of KCA Deutag International Limited ("KCA Deutag") and to repay certain of KCA Deutag's outstanding indebtedness.

These proceeds were subsequently used during the fiscal year ended September 30, 2025 to fund the Acquisition.

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

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

June 30, September 30,

December 31, September 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 279,508 $ 1,706,519 $ 225,900 $ 1,528,660

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

in exchange for depository interests in Tamboran Corp.

Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp.

common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp.

is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.

On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp.

This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction.

The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp.

under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange.

On June 26, 2024, Tamboran Corp.

completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN".

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 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.

Q1 FY26 FORM 10-Q | 9

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

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 $ 3.1 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

7 unchanged sentences

Statements or Other Significant Matters

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

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 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.

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

2023-09, Income Taxes (Topic 740):

16 unchanged sentences

We are currently evaluating the impact the new guidance may have on our consolidated financial statements and disclosures.

Q3 FY25 FORM 10-Q | 12

Self-Insurance

We continue to use our captive insurance companies to insure the deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, and medical stop-loss program and to insure the deductibles from the Company's international casualty and property programs.

We continue to use our captive insurance companies to fund the self-insured retentions ("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 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.

Direct operating costs consisted primarily of adjustments to accruals for estimated losses of $ 3.5 million and $ 3.9 million and rig and casualty insurance premiums of $ 11.5 million and $ 10.5 million during the three months ended December 31, 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 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 .

Intercompany premium revenues recorded by the Captives during the three months ended December 31, 2025 and 2024 amounted to $ 18.4 million and $ 16.6 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 three months ended December 31, 2025 and 2024 were $ 2.6 million and $ 5.2 million, respectively.

Q1 FY26 FORM 10-Q | 10

Foreign Currencies

2 unchanged sentences

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

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

Dollars, and, instead, is the local currency.

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

4 unchanged sentences

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 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.

Gains and losses resulting from remeasurement are included within Foreign currency exchange gain (loss) on the Unaudited Condensed 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 gain (loss) line on our Unaudited Condensed Consolidated Statements of Operations for the three months ended December 31, 2024.

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

International Drilling Risks

International Operations Risks

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

6 unchanged sentences

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

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.

Approximately 41.2 percent and 7.2 percent of our operating revenues were generated from international locations during the three months ended December 31, 2025 and 2024, respectively.

Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, approximately 16.3 percent and 1.2 percent of our total consolidated operating revenues were from operations in the Middle East during the three months ended December 31, 2025 and 2024, respectively.

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

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.

During the three months ended December 31, 2025, a single customer in Saudi Arabia accounted for 6.5 percent of our total consolidated operating revenues.

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

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.

NOTE 3 BUSINESS COMBINATION

On January 16, 2025 (the “Closing Date” or "Acquisition Date"), H&P and certain of its wholly owned subsidiaries completed the previously announced agreement to acquire KCA Deutag.

Upon closing, 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.

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.

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.

Refer to Note 7—Debt for further details on the senior notes and term loan credit agreement.

The Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations , which requires the assets acquired and liabilities assumed to be recorded at their Acquisition Date fair values.

Determining the fair value of acquired assets and liabilities assumed requires the use of independent valuation specialists and the use of significant estimates and assumptions with respect to future rig counts, estimated economic useful lives, operating and capital cost estimates, and a weighted average discount rate reflecting the cost of capital for market participants of 11.0 percent.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, deferred income, contingent liabilities, and provisions and other payables approximate their fair values due to their nature.

The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs.

The purchase price allocation presented below is preliminary, as certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the final valuation of assets acquired and liabilities assumed, working capital adjustments, and valuation of deferred taxes.

Management is also evaluating certain assumptions of assets acquired and liabilities assumed and may adjust the allocation in subsequent periods.

The final valuation will be completed no later than one year from the Acquisition Date.

Q1 FY26 FORM 10-Q | 11

The following table summarizes the preliminary purchase price and the fair values of assets acquired and liabilities assumed at the Acquisition Date:

(in thousands)

Total cash consideration $ 2,035,523

Allocation of purchase price

Current assets acquired:

Cash and cash equivalents 196,667

Short-term investments 33

Accounts receivable, net 1

Inventories of materials and supplies, net 195,599

Noncurrent assets acquired:

Investments, net 1,146

Property, plant and equipment, net 1,460,732

Intangible assets, net 470,663

Operating lease right-of-use assets 47,277

Total assets acquired 2,739,285

Current liabilities assumed:

Accounts payable and accrued liabilities

Current portion of long-term debt, net 6,755

Noncurrent liabilities assumed:

Long-term debt, net 78,188

Deferred income taxes 184,849

Retirement benefit obligations 99,043

Total liabilities assumed 881,865

Estimated preliminary fair value of net assets $ 1,857,420

Estimated preliminary fair value of non-controlling interests acquired 116,061

Goodwill $ 294,164

(1) The preliminary estimated fair value of accounts receivable is $ 367.2 million, with the gross contractual amount being $ 381.3 million.

The Company estimates $ 14.1 million to be uncollectible.

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

Property, plant and equipment consists primarily of drilling rigs and equipment and will be depreciated on a straight-line basis over the estimated useful lives of the assets.

These assets were valued using a combination of replacement cost and a market approach.

Q3 FY25 FORM 10-Q | 15

Intangible Assets

Intangible assets included in the Acquisition consist of developed technology, customer relationships, a trade name, and in-process research and development.

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.

Refer to Note 6—Goodwill and Intangible Assets for estimated amortization expense over the next five years.

The preliminary values assigned to each intangible asset and the corresponding preliminary useful lives, as of the Acquisition Date, are as follows:

(in thousands) Amount

Weighted Average Useful life

Customer relationships $ 432,200 9 years

Trade name 10,860 10 years

Developed technology 21,420 11 years

In-process research and development 6,183 Indefinite

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

In connection with the Acquisition, we acquired operating lease right-of-use assets and a corresponding current and noncurrent liability as summarized below:

(in thousands) Amount

Real estate properties

Drilling equipment

Total Operating lease right-of-use asset

Current portion of lease liabilities within Accounts payable and Accrued liabilities

Noncurrent portion of operating lease liabilities within Other noncurrent liabilities

We measured the lease liability at the present value of the remaining lease payments, applying a weighted average discount rate of 5.6 percent, as if the acquired lease was a new lease of H&P at the Acquisition Date.

The right-of-use asset was measured at the same amount as the lease liability and adjusted by $ 9.8 million to reflect unfavorable terms of the leases when compared to market terms.

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 10.8 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.

Goodwill is attributed to the assembled workforce, anticipated operational synergies, and the allocation of proceeds in excess of the fair value of net identifiable assets acquired.

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.

Long-Term Debt

As discussed above, we paid $ 1.1 billion to contemporaneously repay or redeem certain of KCA Deutag's existing debt upon consummation of the acquisition.

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

As a result of the Acquisition, we assumed a liability of $ 39.6 million related to end-of-service benefit plans.

This liability arises from KCA Deutag's compliance with local legislation in various Middle Eastern and South American countries, where end-of-service benefit plans are mandated.

These plans require payments to employees upon the conclusion of their service, calculated based on their most recent salary and years of service.

These plans are not pre-funded.

A significant portion of this liability stems from operations in the Middle East for which we relied on independent actuaries to assess the value of these obligations.

The primary costs associated with these plans include the present value of benefits accrued for an additional year of service and the interest on the obligation related to employee service in previous years.

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

Defined Benefit Pension Plans

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 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.

Results of Operations

KCA Deutag's results of operations for its land operations and offshore management contract operations are reported within our International Solutions and Offshore Solutions operating segments, respectively.

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 June 30, 2025.

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

The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the Acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, and is not indicative of future results of operations.

The summarized unaudited pro forma financial information reflects several adjustments to reflect preliminary purchase price accounting and differences in accounting policies between International Financial Reporting Standards ("IFRS") and U.S.

These adjustments account for incremental depreciation and amortization expenses based on the fair value of KCA Deutag’s assets, the elimination of interest expenses from KCA Deutag’s historical borrowings, and the addition of H&P debt to fund the acquisition.

The pro forma adjustments are based upon currently available information and certain assumptions that H&P believes are reasonable under the circumstances.

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 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

Revenue $ 1,040,924 $ 1,139,718 $ 3,220,357 $ 3,366,714

Net income (loss)

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

Net income attributable to non-controlling interest

859 13,319 6,138 10,355

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

$ ( 162,758 ) $ 46,670 $ ( 183,941 ) $ 205,969

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NOTE 3 PROPERTY, PLANT AND EQUIPMENT

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

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

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

Drilling services equipment 2 - 15 years

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As these various projects are completed, the costs are then classified to their appropriate useful life category.

KCA Deutag Acquisition

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 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.

Depreciation expense during the three months ended December 31, 2025 and 2024 was $ 162.5 million and $ 97.0 million, including abandonments of $ 0.1 million and $ 0.7 million during each respective period.

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

I n November 2022, a fire at a wellsite caused substantial damage to one of our super-spec rigs within our North America Solutions segment.

The major components were destroyed beyond repair and considered a total loss, and, as a result, these assets were written off and the rig was removed from our available rig count.

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

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.

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 nine months ended June 30, 2025.

Gain on Reimbursement of Drilling Equipment

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.

Q3 FY25 FORM 10-Q | 18

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 %

The following is a summary of the changes in the balance (in thousands) of our assets held-for-sale for the period indicated below:

Balance at September 30, 2025

Balance at December 31, 2025

Fiscal Year 2025 Activity

During the fiscal year ended September 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 $ 12.0 million.

During the fiscal year ended September 30, 2025, we identified 16 land rigs within our International Solutions operating segment that met the asset held-for-sale criteria with an aggregate net book value of $ 3.2 million.

Q1 FY26 FORM 10-Q | 12

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.

Fiscal Year 2026 Activity

During the three months ended December 31, 2025, we committed to a plan to scrap 30 rigs and auxiliary equipment within our North America Solutions segment and three rigs within our Offshore Solutions segment as part of our strategy to right size our fleet and reduce expenses.

Of the 30 North America Solutions rigs, 10 were previously decommissioned.

The book values of those assets in our North America Solutions and Offshore Solutions segments were written down to the fair value less estimated cost to sell, and were reclassified as held-for-sale during the three months ended December 31, 2025.

As a result, we recognized a non-cash impairment charge of $ 97.9 million and $ 2.1 million in the North America Solutions and Offshore Solutions segments respectively, during the three months ended December 31, 2025, in the Unaudited Condensed Consolidated Statement of Operations.

As of December 31, 2025, the aggregate net book value of North America Solutions and Offshore Solutions assets classified as held-for-sale was $ 4.4 million and $ 0.6 million, respectively.

During the three months ended December 31, 2025, we identified six land rigs, inventory, and auxiliary assets within our International Solutions operating segment that met the asset held-for-sale criteria with an aggregate net book value of $ 6.4 million.

The carrying amounts of these assets were determined to be equal to their estimated fair values;

therefore, no impairment charge was recognized.

During the three months ended December 31, 2025, we completed the disposal of a portion of the International Solution assets that had been classified as held-for-sale as of September 30, 2025.

The assets had a net book value of $ 1.3 million, resulting in a $ 0.3 million gain during three months ended December 31, 2025.

Gains related to the disposal of these assets are recorded in Other loss on sale of assets within our Unaudited Condensed Consolidated Statements of Operations.

The aggregate net book of International Solutions assets classified as held-for-sale was $ 8.3 million as of December 31, 2025.

During the three months ended December 31, 2025, we identified an additional $ 0.5 million of other assets to be sold that were reclassified to held-for-sale.

Gain on Reimbursement of Drilling Equipment

We recognized a gain of $ 6.1 million during the three months ended December 31, 2025 as compared to a gain of $ 9.4 million during the three months ended December 31, 2024, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe.

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

NOTE 4 GOODWILL AND INTANGIBLE ASSETS

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.

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.

Goodwill represents the excess of the purchase price over the fair values of the 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, 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.

Q3 FY25 FORM 10-Q | 20

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.

Our reporting units with goodwill are H&P Technologies (within our North America Solutions segment) and Offshore Solutions.

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

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

(in thousands) North America Solutions Offshore Solutions Total

Goodwill balance at September 30, 2025

$ 45,653 $ 137,201 $ 182,854

Acquisition of KCA Deutag 1

— 131,351 121,906 44,907 298,164

Measurement period adjustments

— ( 3,000 ) ( 1,000 ) — ( 4,000 )

Impairment charges

Foreign currency translation adjustment

— ( 278 ) ( 278 )

Goodwill balance at June 30, 2025

Goodwill balance at December 31, 2025

$ 45,653 $ 136,923 $ 182,576

(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

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.

Indefinite-lived Intangible

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.

Included in Intangible assets, net, on our Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025 was $ 1.6 million and $ 3.2 million, of IPR&D, respectively.

During the three months ended December 31, 2025, we recorded a non-cash impairment charge of $ 3.0 million associated with previously capitalized in-process research and development expenses that were determined to have no alternative future use.

This amount is included in Asset impairment charges on our Unaudited Condensed Consolidated Statements of Operations.

Q1 FY26 FORM 10-Q | 13

Finite-lived Intangibles

Our intangible assets consist of the following:

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

December 31, 2025

(in thousands) Weighted Average Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Adjustment

Finite-lived intangible assets:

Developed technology 14 years $ 110,516 $ ( 49,256 ) $ 588 $ 61,848

Customer relationships

9 years 432,200 25,005 407,195 — — —

Customer relationships 9 years 432,200 ( 59,149 ) 11,864 384,915

Intellectual property 13 years 2,000 ( 860 ) — 1,140

Trade name 13 years 16,725 ( 3,433 ) 298 13,590

Indefinite-lived intangible asset:

In-process research and development Indefinite

$ 561,441 $ ( 112,698 ) $ 12,750 $ 461,493

September 30, 2025

(in thousands) Weighted Average Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Adjustment Net

Finite-lived intangible assets:

Developed technology 14 years $ 110,516 $ ( 47,278 ) $ 649 $ 63,887

Customer relationships 9 years 432,200 ( 42,077 ) 13,093 403,216

Intellectual property 13 years 2,000 ( 821 ) — 1,179

Trade name 13 years 16,725 ( 3,088 ) 329 13,966

$ 561,441 $ ( 93,264 ) $ 14,071 $ 482,248

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.

Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $ 19.4 million and $ 1.6 million for the three months ended December 31, 2025 and 2024, respectively.

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

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Q1 FY26 FORM 10-Q | 14

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

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

December 31, 2025 September 30, 2025

(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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Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2025.

On January 16, 2025, H&P completed the Acquisition, and the Company used the net proceeds of the Notes, together with the proceeds of its term loan credit agreement (discussed below) and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag’s outstanding indebtedness, and to pay related fees and expenses.

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

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.

7 unchanged sentences

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

2 unchanged sentences

Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.

Q1 FY26 FORM 10-Q | 15

In June 2022, we settled a registered exchange offer (the “2022 Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes.

10 unchanged sentences

On January 16, 2025, H&P completed the Acquisition, and the Company used the proceeds from the Term Loan Credit Agreement, together with the net proceeds from the Notes, and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag's outstanding indebtedness, and to pay related fees and expenses.

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

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.

During the three months ended December 31, 2025, the Company repaid $ 30.0 million of the outstanding balance on the Term Loan Credit Agreement.

As such, the outstanding balance as of December 31, 2025, was $ 170.0 million.

In January 2026, we repaid $ 30.0 million, decreasing the outstanding balance on the Term Loan Credit Agreement to $ 140.0 million.

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

6 unchanged sentences

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 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

In connection with, and concurrently with the entry into, the Purchase Agreement, the Company entered into a debt commitment letter dated July 25, 2024 with MSSF, pursuant to which MSSF committed, subject to satisfaction of standard conditions, to provide the Company with an unsecured 364 -day bridge loan facility in an aggregate principal amount of approximately $ 2.0 billion (the “Bridge Loan Facility”) the proceeds of which would, if drawn, be used to fund the Acquisition.

In connection with the Bridge Loan Facility, the Company incurred approximately $ 10.6 million in commitment fees during the fiscal year ended September 30, 2024.

Due to the execution of the other financing arrangements discussed above, the commitments under the Bridge Loan Facility were reduced to $ 335.3 million as of September 30, 2024.

As a result, we recognized approximately $ 9.2 million of commitment fees recorded within Interest expense on the Consolidated Statement of Operations during fiscal year 2024.

As of September 30, 2024, approximately $ 1.4 million in commitment fees were deferred and included in Prepaid assets and other, net within the Consolidated Balance Sheet.

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 nine months ended June 30, 2025.

Q3 FY25 FORM 10-Q | 23

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

As of December 31, 2025, the interest rate on the Term Loan Credit Agreement was 5.205 percent per annum.

The weighted average variable interest rate on all amounts outstanding under the Term Loan Credit Agreement was 5.494 percent for the three months ended December 31, 2025.

2024 Oman Facility

In connection with the completion of the Acquisition, KCA Deutag Energy LLC (“KCAD Energy”) became a wholly-owned subsidiary of the Company.

On April 25, 2024, KCAD Energy entered into the 2024 Oman Facility, which is fully drawn.

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.

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.

The 2024 Oman Facility provides for term loan borrowings of $ 45.5 million, which was originally fully drawn, but subsequently reduced by quarterly debt repayments.

During the fiscal year ended September 30, 2025, our 2024 Oman Facility was amended to bear interest payable quarterly at a fixed rate of 6.00 percent per annum for two years and thereafter, at a rate that is the higher of (x) 5.00 percent and (y) the reference rate specified in the 2024 Oman Facility plus 1.75 percent.

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

Of the $ 42.2 million borrowings outstanding at December 31, 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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2023 Oman Facility

In connection with the completion of the Acquisition, KCAD Energy became a wholly-owned subsidiary of the Company.

On June 19, 2023, KCAD Energy entered into the 2023 Oman Facility, which is fully drawn.

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 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.

The 2023 Oman Facility provides for term loan borrowings of $ 45.6 million, which was originally fully drawn, but subsequently reduced by quarterly debt repayments.

During the fiscal year ended September 30, 2025, our 2023 Oman Facility was amended to bear interest payable quarterly at a fixed rate of 6.00 percent per annum for two years and thereafter, at a rate that is the higher of (x) 5.00 percent and (y) the reference rate specified in the 2023 Oman Facility plus 1.75 percent.

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

Of the $ 38.9 million borrowings outstanding at December 31, 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 commitments under the 2023 Oman Facility mature December 31, 2033.

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There is an annual financial covenant in the 2023 Oman Facility that requires KCAD Energy to maintain a debt service coverage ratio of at least 1.20 :1.00.

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Amended Credit Facility

On August 14, 2024, the Company entered into an Amended and Restated Credit Agreement (the "Amended Credit Facility") with the lenders party thereto (the "Revolving Credit Agreement Lenders"), the issuing lenders party thereto and Wells Fargo, National Association ("Wells Fargo") as administrative agent, swing line lender and issuing lender, which amended and restated the Credit Agreement, dated as of November 13, 2018 (as amended through Amendment No.

2 to the Credit Agreement dated as of March 8, 2022, the “Existing Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo, as administrative agent, swing line lender and issuing lender.

On August 14, 2024, the Company entered into an Amended and Restated Credit Agreement (the "Amended Credit Facility") with the lenders party thereto (the "Revolving Credit Agreement Lenders"), the issuing lenders party thereto and Wells Fargo ("Wells Fargo") as administrative agent, swingline lender and issuing lender, which amended and restated the Credit Agreement, dated as of November 13, 2018 (as amended through Amendment No.

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.

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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.

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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 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.

Based on the unsecured debt rating of the Company on December 31, 2025, the spread over SOFR would have been 1.250 percent had borrowings been outstanding under the Amended Credit Facility and commitment fees would have been 0.150 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 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 $ 220.2 million outstanding as of June 30, 2025.

As of December 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 December 31, 2025, we had $ 420.0 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 $ 420.0 million, $ 227.8 million was outstanding as of December 31, 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 June 30, 2025, we were in compliance with all debt covenants.

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

NOTE 6 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 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.

Our income tax expense for the three months ended December 31, 2025 and 2024 was $ 11.2 million and $ 21.6 million, respectively, resulting in effective tax rates of ( 13.4 ) percent and 28.3 percent, respectively.

Effective tax rates differ from the U.S.

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.

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

The discrete adjustments are primarily due to tax expense of $ 4.3 million related to equity compensation and unrecognized tax benefits.

Q1 FY26 FORM 10-Q | 17

Effective tax rates differ from the U.S.

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.

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

The discrete adjustments are primarily due to tax expense of $ 0.7 million related to equity compensation.

As of December 31, 2025, we have recorded unrecognized tax benefits and related interest and penalties of approximately $ 18.8 million.

The balance has decreased by approximately $ 5.1 million since September 30, 2025, due to payments totaling approximately $ 6.4 million and accruals of approximately $ 1.3 million recorded during the quarter.

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 7 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 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:

June 30, September 30,

We did not make any share repurchases during the three months ended December 31, 2025 and 2024.

A cash dividend of $ 0.25 per share was declared on December 9, 2025 for shareholders of record on February 13, 2026, payable on February 27, 2026.

As a result, we recorded a Dividend payable of $ 25.4 million on our Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025.

Accumulated Other Comprehensive Income

Components of accumulated other comprehensive income were as follows:

December 31, September 30,

(in thousands) 2025 2025

Pre-tax amounts:

Unrealized pension actuarial loss on U.S.

Unrealized pension actuarial gain on defined benefit pension plans

$ 4,853 $ 3,336

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

Unrealized gain on foreign currency translation adjustment

Unrealized gain on available-for-sale debt security

Foreign currency translation adjustment

36,980 45,682

$ 41,833 $ 49,401

After-tax amounts:

Unrealized pension actuarial loss on U.S.

Unrealized pension actuarial gain on defined benefit pension plans

$ 5,711 $ 4,470

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

Unrealized gain on foreign currency translation adjustment

Unrealized gain on available-for-sale debt security

Foreign currency translation adjustment

36,969 40,198

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 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

Defined Benefit Pension Plan Foreign Currency

$ 42,680 $ 44,964

The following is a summary of the changes in accumulated other comprehensive income, net of tax, for the three months ended December 31, 2025:

(in thousands) Defined Benefit Pension Plan Unrealized Gain on Available-for-Sale Security

Foreign Currency

Translation Adjustment

Balance at beginning of period $ 4,470 $ 296 $ 40,198 $ 44,964

Other comprehensive income (loss) before reclassifications

Activity during the period

Other comprehensive loss before reclassifications

— — ( 3,229 ) ( 3,229 )

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Net current-period other comprehensive income (loss) 1,241 ( 296 ) ( 3,229 ) ( 2,284 )

( 92 ) 53 8,476 8,437

Balance at June 30, 2025

Balance at December 31, 2025

$ 5,711 $ — $ 36,969 $ 42,680

Q1 FY26 FORM 10-Q | 18

Nine Months Ended June 30, 2025

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

Defined Benefit Pension Plan Foreign Currency

Translation Adjustment Total

Balance at beginning of period $ ( 512 ) $ ( 5,838 ) $ — $ ( 6,350 )

Other comprehensive income before reclassifications 684 — 14,883 15,567

Amounts reclassified from accumulated other comprehensive income

124 160 — 284

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

Balance at June 30, 2025

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

NOTE 8 REVENUE FROM CONTRACTS WITH CUSTOMERS

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Performance-based contracts are contracts pursuant to which we are compensated partly based upon our performance against a mutually agreed upon set of predetermined targets.

These types of contracts are relatively new to the industry and typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers.

These types of contracts typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers.

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 $ 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.

Total revenue recognized from performance contracts, including performance bonuses, was $ 280.6 million and $ 305.8 million, of which $ 13.8 million and $ 16.9 million was related to performance bonuses recognized due to the achievement of performance targets during the three months ended December 31, 2025 and 2024 , respectively.

Contract Costs

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

As of December 31, 2025 and September 30, 2025, we had capitalized fulfillment costs of $ 30.2 million and $ 34.8 million, respectively.

Remaining Performance Obligations

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 total aggregate transaction price allocated to the unsatisfied performance obligations related to firm contracts, commonly referred to as backlog, as of December 31, 2025 was approximately $ 4.8 billion, of which $ 1.1 billion is expected to be recognized during the remainder of fiscal year 2026, $ 0.8 billion in fiscal year 2027, and $ 2.9 billion in fiscal year 2028 and thereafter.

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

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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

Some of our revenue agreements 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.

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) June 30, 2025 September 30, 2024

(in thousands) December 31, 2025 September 30, 2025

Contract assets, net $ 9,796 $ 10,971

(in thousands) June 30, 2025

(in thousands) December 31, 2025

Contract liabilities balance at September 30, 2025

Acquisition of KCA Deutag 1

Payment received/accrued and deferred

Revenue recognized during the period ( 19,673 )

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.

NOTE 11 EARNINGS PER COMMON SHARE

Contract liabilities balance at December 31, 2025

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NOTE 9 EARNINGS (LOSS) PER COMMON SHARE

ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings per 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

June 30, Nine Months Ended

(in thousands, except per share amounts) 2025 2024

1 unchanged sentence

$ ( 96,706 ) $ 54,772

Adjustment for basic earnings per share

Adjustment for basic earnings (loss) per share

Earnings allocated to unvested shareholders ( 454 ) ( 760 )

Numerator for basic earnings per share ( 163,103 ) 87,474 ( 107,436 ) 264,989

Adjustment for diluted earnings per share

Numerator for basic earnings (loss) per share ( 97,160 ) 54,012

Adjustment for diluted earnings (loss) per share

Effect of reallocating undistributed earnings of unvested shareholders — 1

Numerator for diluted earnings per share $ ( 163,103 ) $ 87,475 $ ( 107,436 ) $ 264,993

Numerator for diluted earnings (loss) per share $ ( 97,160 ) $ 54,013

Denominator for basic earnings per share - weighted-average shares

99,544 98,867

Effect of dilutive shares from restricted stock and performance share units — 292

Denominator for diluted earnings per share - adjusted weighted-average shares

99,544 99,159

Basic earnings (loss) per common share:

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$ ( 0.98 ) $ 0.54

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

We had a net loss for three months ended December 31, 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.

2 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

(in thousands, except per share amounts) 2025 2024

1 unchanged sentence

Weighted-average price per share $ 52.43 $ 54.91

Q1 FY26 FORM 10-Q | 20

NOTE 10 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

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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.

Fair Value Measurements

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:

June 30, 2025

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

December 31, 2025

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

Short-term investments:

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

Corporate debt securities

$ 21,595 $ — $ 21,595 $ —

Total 21,595 — 21,595 —

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Debt securities:

Investment in Galileo, net 38,972 — — 38,972

Geothermal debt securities, net 2,000 — — 2,000

1 unchanged sentence

Total $ 49,497 $ 47,247 $ — $ 2,250

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

As of December 31, 2025, our short-term security investments in held to maturity bonds totaled $ 0.2 million, These investments are measured at cost, less any impairments.

As of December 31, 2025, our equity security investments in geothermal energy were $ 14.1 million.

These investments are measured at cost, less any impairments.

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.

Our other equity security investments totaled $ 6.9 million, of which $ 3.8 million was measured at fair value as of December 31, 2025.

The remaining $ 3.1 million were measured at cost, less any impairments.

Q1 FY26 FORM 10-Q | 21

September 30, 2025

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Corporate debt securities $ 21,302 $ — $ 21,302 $ —

government and federal agency securities 53,490 53,490 — —

Investment in ADNOC Drilling 205,616 205,616 — —

Total 21,302 — 21,302 —

4 unchanged sentences

Investment in Tamboran 25,976 25,976 — —

Other equity securities 1,449 1,449 — —

Debt securities:

3 unchanged sentences

Total $ 47,337 $ 45,087 $ — $ 2,250

As of September 30, 2024, our equity security investments in geothermal energy were $ 25.8 million, of which $ 0.1 million was measured at fair value as of September 30, 2024.

The remaining $ 25.7 million is measured at cost, less any impairments.

Our other equity security investments totaled $ 4.3 million and our debt security investments in held to maturity bonds totaled $ 0.3 million.

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

These investments are measured at cost, less any impairments.

Q3 FY25 FORM 10-Q | 30

As of September 30, 2025, our equity security investments in geothermal energy and other equity security investments were $ 14.1 million and $ 6.7 million, respectively.

These investments are measured at cost, less any impairments.

Recurring Fair Value Measurements

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Level 1 inputs include U.S.

agency issued debt securities with active markets and money market funds.

agency issued debt securities with active markets.

For these items, quoted current market prices are readily available.

Level 2 inputs include corporate and municipal bonds measured using broker quotations that utilize observable market inputs.

Level 2 inputs include corporate bonds measured using broker quotations that utilize observable market inputs.

During September 2021, the Company made a $ 100.0 million cornerstone investment in ADNOC Drilling in advance of its announced initial public offering, representing 159.7 million shares of ADNOC Drilling, equivalent to a one percent ownership stake and subject to a three-year lockup period.

ADNOC Drilling’s initial public offering was completed on October 3, 2021, and its shares are listed and traded on the Abu Dhabi Securities Exchange.

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 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.

During the three months ended December 31, 2024, we sold our equity securities of 159.7 million shares in ADNOC Drilling and received net proceeds of approximately $ 193.3 million.

During the three months ended December 31, 2024, 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 was associated with the change in fair value of the investment and $ 4.0 million related to transaction fees associated with the sale of the securities.

Long-term Investments

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is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.

Q1 FY26 FORM 10-Q | 22

On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp.

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completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN".

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

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 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.

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

Our shares received in this initial public offering were subject to a 180-day lockup period, which expired during the first fiscal quarter of 2025.

As of December 31, 2025, our combined equity ownership was approximately 5.0 percent representing 1.0 million common shares in Tamboran Corp.

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.

We consider this investment to have a readily determinable fair value and in accordance with ASC 321, we continue to account for this investment using the fair value option with any changes in fair value recognized through net income (loss).

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.

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.

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

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 (loss) and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations.

During the three months ended December 31, 2025, we recognized a gain of $ 1.5 million as a result of the change in fair value of the investment compared to a loss of $ 1.1 million during the three months ended December 31, 2024.

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.

Galileo specializes in liquification, natural gas compression and re-gasification modular systems and technologies to make the production, transportation, and consumption of natural gas, biomethane, and hydrogen more economically viable.

The convertible note bears interest at 5.0 percent per annum with a maturity date to the earlier of April 2027 or an exit event (as defined in the agreement as either an initial public offering or a sale of Galileo).

During the fiscal year ended September 30, 2023, our convertible note agreement was amended to include any interest which has accrued but not yet compounded or issued as a note.

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

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 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:

June 30, 2025

(in thousands)

Valuation Technique Unobservable Inputs

$ 38,972 Black-Scholes-Merton model Discount rate 17.5 %

Risk-free rate 4.0 %

Equity volatility 95.0 %

September 30, 2024

(in thousands)

Valuation Technique Unobservable Inputs

$ 27,044 Black-Scholes-Merton model Discount rate 18.7 %

Risk-free rate 3.5 %

Equity volatility 66.0 %

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

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date.

Significant increases or decreases in the discount rate, risk-free rate, and equity volatility in isolation would result in a significantly lower or higher fair value measurement.

It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.

A majority of our long-term debt securities, including our investment in Galileo, are classified as available-for-sale and are measured using Level 3 unobservable inputs based on the absence of market activity.

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

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

(in thousands) 2025 2024 2025 2024

Assets at beginning of period $ 41,029 $ 38,551 $ 29,294 $ 37,440

Purchases — — — 250

Accrued interest 473 450 1,383 1,316

Total gains (losses):

Included in earnings

— — 10,162 ( 5 )

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

During the fiscal year ended September 30, 2025, we recorded a $ 29.6 million loss on our investment in Galileo, due to an allowance for credit loss on the convertible note, driven by heightened liquidity constraints and changes in governance, which led management to conclude that the fair value of the investment was not recoverable.

As a result, the investment was fully reserved as of September 30, 2025.

The loss was recognized through net income (loss) and recorded within Gain (loss) on investment securities on our Consolidated Statements of Operations.

During the three months ended December 31, 2025, we released Galileo from this legal obligation, resulting in the full write-off of the investment.

Nonrecurring Fair Value Measurements

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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 June 30, Nine Months Ended June 30,

Three Months Ended December 31,

(in millions) 2025 2024

1 unchanged sentence

Purchases — 646

( 27,117 ) — ( 27,117 ) ( 616 )

Included in earnings

624 — 15,119 —

Assets at end of period $ 21,040 $ 30,845

(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.

Q1 FY26 FORM 10-Q | 23

Other Financial Instruments

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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 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 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

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

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

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

The secured term agreements are classified as nonpublic debt, meaning their value was directly negotiated between the involved parties and is not observable in the market.

As a result, they are categorized as Level 3.

Since this debt is nonpublic, the carrying value and the fair value of the loans are identical.

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

Carrying Value at December 31, 2025

Fair Value at December 31, 2025

Using Inputs Considered as:

13 unchanged sentences

37,930 — — 37,930

Total long-term debt

Total long-term debt, net of current portion

$ 2,026,314 $ — $ 1,924,197 $ 72,563

(1) The secured term credit agreements are classified as nonpublic debt, meaning their value was directly negotiated between the involved parties and is not observable in the market.

As a result, they are categorized as Level 3.

Since this debt is nonpublic, the carrying value and the fair value of the loans are identical.

Carrying Value at September 30, 2025

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543,197 — 538,417 —

Total long-term debt

Unsecured term loan credit agreement:

2027 Term Loan 199,020 — 201,292 —

Secured term loan credit agreements:

2023 Oman Facility

35,465 — — 35,465

NOTE 13 EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

We maintain a domestic noncontributory defined benefit pension plan covering certain U.S.

employees who meet certain age and service requirements.

In July 2003, we revised the Helmerich & Payne, Inc.

Employee Retirement Plan (“U.S.

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.

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.

In fiscal year 2025, we do not expect minimum contributions required by law to be needed.

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

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 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 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

Service cost $ — $ — $ 1,157

Interest cost 657 754 1,663

Expected return on plan assets 1

2024 Oman Facility

38,789 — — 38,789

Recognized net actuarial loss 69 174 —

Settlement expense 303 — —

Net pension expense $ 456 $ 446 $ 2,234

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

(in thousands) 2025 2024 2025

Service cost $ — $ — $ 2,121

Interest cost 1,971 2,262 3,245

Expected return on plan assets

Total long-term debt, net of current portion

$ 2,057,084 $ — $ 1,927,001 $ 74,254

Recognized net actuarial loss 207 522 —

Settlement expense 303 — —

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

(1) The Company did not have Non-U.S.

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

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.

NOTE 11 COMMITMENTS AND CONTINGENCIES

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

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

At December 31, 2025, we had outstanding purchase commitments for equipment, parts and supplies of approximately $ 160.2 million.

Q1 FY26 FORM 10-Q | 24

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

The Company and its subsidiaries are parties to various other pending legal actions arising in the ordinary course of our business.

We maintain insurance against certain business risks subject to certain deductibles.

We maintain insurance against certain business risks subject to certain SIRs and deductibles.

Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact on our financial condition, cash flows, or results of operations.

4 unchanged sentences

Description of the Business

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 Kenera 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.

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

We are a performance-driven drilling solutions and technologies company based in Tulsa, Oklahoma with operations in all major U.S.

8 unchanged sentences

Segment Performance

We evaluate segment performance based on segment operating income (loss) before income taxes which includes:

Our chief operating decision maker ("CODM") is John Lindsay, Director and Chief Executive Officer.

Our CODM evaluates segment performance and allocates resources based on segment operating income (loss) before income taxes.

Components within segment operating income (loss), such as operating revenues and direct operating expenses, are used to monitor actual performance against forecasted results for each segment.

Segment operating income (loss) before income taxes includes:

• Revenues from external and internal customers

3 unchanged sentences

• Allocated general and administrative expenses

▪ Acquisition transaction 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.

Q1 FY26 FORM 10-Q | 25

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

External sales $ 591,976 $ 265,099 $ 161,777 $ 22,072 $ 1,040,924

Intersegment 238 704 — 20,826 ( 21,768 ) —

Total sales 592,214 265,803 161,777 42,898 ( 21,768 ) 1,040,924

Segment operating income (loss)

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

Three Months Ended June 30, 2024

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

External sales $ 620,040 $ 47,882 $ 27,218 $ 2,584 $ — $ 697,724

Intersegment — — — 14,677 ( 14,677 ) —

Total sales 620,040 47,882 27,218 17,261 ( 14,677 ) 697,724

Segment operating income (loss)

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

Nine Months Ended June 30, 2025

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

External sales $ 1,789,350 $ 560,319 $ 340,067 $ 44,529 $ — $ 2,734,265

Intersegment 703 873 — 63,175 ( 64,751 ) —

Total sales 1,790,053 561,192 340,067 107,704 ( 64,751 ) 2,734,265

Segment operating income (loss)

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

Nine Months Ended June 30, 2024

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

External sales $ 1,827,661 $ 148,512 $ 78,662 $ 7,979 $ — $ 2,062,814

Intersegment — — — 45,649 ( 45,649 ) —

Total sales 1,827,661 148,512 78,662 53,628 ( 45,649 ) 2,062,814

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

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

Three Months Ended December 31, 2025

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

Revenues from external customers $ 563,565 $ 229,286 $ 188,282 $ 981,133

Intersegment revenues 373 5,002 — 5,375

Total revenues 563,938 234,288 188,282 986,508

Reconciliation of revenues:

All other revenues 57,906

Elimination of intersegment revenues ( 27,388 )

Total consolidated revenues 1,017,026

Direct operating expenses 325,133 205,573 157,280 687,986

Depreciation & amortization 84,244 78,121 10,820 173,185

Research and development 6,408 — — 6,408

Selling, general and administrative costs 14,022 4,145 1,044 19,211

Acquisition transaction costs — 436 573 1,009

Asset impairment charge 97,922 — 2,128 100,050

Restructuring charges — 1,318 — 1,318

Segment operating income (loss) 36,209 ( 55,305 ) 16,437 ( 2,659 )

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

Reconciliation of segment operating income (loss):

All other operating loss ( 1,223 )

Elimination of intersegment loss ( 795 )

Segment operating loss

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

Q1 FY26 FORM 10-Q | 26

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

Three Months Ended December 31, 2024

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

Revenues from external customers $ 597,923 $ 47,480 $ 29,210 $ 674,613

Intersegment revenues 222 — — 222

Total revenues 598,145 47,480 29,210 674,835

Reconciliation of revenues:

All other revenues 19,282

Elimination of intersegment revenues ( 16,815 )

Total consolidated revenues 677,302

Direct operating expenses 332,347 54,428 22,661 409,436

Depreciation & amortization 88,336 4,828 1,980 95,144

Research and development 9,440 — — 9,440

Selling, general and administrative costs 15,809 2,708 1,064 19,581

Segment operating income (loss) 152,213 ( 14,484 ) 3,505 141,234

Reconciliation of segment operating income (loss):

All other operating income 774

Elimination of intersegment income

Segment operating income 142,110

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

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

Three Months Ended December 31,

(in thousands) 2025 2024

12 unchanged sentences

Gain (loss) on investment securities 929 ( 13,367 )

Foreign currency exchange loss

( 9,216 ) ( 2,144 ) ( 16,137 ) ( 4,509 )

Foreign currency exchange gain (loss)

Other ( 1,926 ) 360

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

Total other income (expense) ( 23,819 ) ( 14,469 )

Income (loss) before income taxes $ ( 83,730 ) $ 76,419

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

Q1 FY26 FORM 10-Q | 27

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

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

(in thousands) December 31, 2025 September 30, 2025

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 June 30, Nine Months Ended June 30,

Three Months Ended December 31,

(in thousands) 2025 2024

1 unchanged sentence

United States $ 598,387 $ 628,680

Saudi Arabia 103,752 — 201,673 —

Norway 88,686 —

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

Oman 67,663 —

Saudi Arabia 66,300 3,231

Azerbaijan 51,881 —

Argentina 35,593 34,660

Germany 25,711 —

Bahrain 8,304 4,602 21,576 13,634

Columbia 9,742 31 20,688 8,976

Kuwait 10,508 — 19,680 —

Other foreign 82,805 10,731

Total $ 1,017,026 $ 677,302

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) June 30, 2025 September 30, 2024

(in thousands) December 31, 2025 September 30, 2025

Property, plant and equipment, net

2 unchanged sentences

Oman 430,468 445,706

Germany 81,417 —

Argentina 71,414 62,533

Kuwait 41,947 —

Colombia 38,520 19,243

Norway 24,629 —

Bahrain 23,221 19,807

Other Foreign 379,620 392,883

Total $ 4,100,077 $ 4,313,074

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 .

Q1 FY26 FORM 10-Q | 28

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