What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 208 added, 208 removed, 880 unchanged (32% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, September 30,

June 30, September 30,

(in thousands except share data) 2026 2025

24 unchanged sentences

Current portion of long-term debt, net

146,257 6,859

Total current liabilities 800,490 814,836

8 unchanged sentences

Shareholders' Equity:

Common stock, $ 0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of March 31, 2026 and September 30, 2025, and 99,917,504 and 99,446,577 shares outstanding as of March 31, 2026 and September 30, 2025, respectively

Common stock, $ 0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of June 30, 2026 and September 30, 2025, and 99,935,617 and 99,446,577 shares outstanding as of June 30, 2026 and September 30, 2025, respectively

11,222 11,222

3 unchanged sentences

Accumulated other comprehensive income 30,233 44,964

Treasury stock, at cost, 12,305,361 shares and 12,776,288 shares as of March 31, 2026 and September 30, 2025, respectively

Treasury stock, at cost, 12,287,248 shares and 12,776,288 shares as of June 30, 2026 and September 30, 2025, respectively

( 444,588 ) ( 463,536 )

6 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended

(in thousands, except per share amounts) 2026 2025 2026 2025

13 unchanged sentences

Restructuring charges 1,362 4,681 5,835 4,681

Gain on involuntary conversion ( 13,581 ) — ( 13,581 ) —

Gain on reimbursement of drilling equipment ( 6,036 ) ( 6,773 ) ( 18,099 ) ( 26,149 )

7 unchanged sentences

Interest expense ( 24,439 ) ( 29,200 ) ( 75,860 ) ( 79,836 )

Gain on investment securities

14,391 27,788 15,320 14,421

Gain (loss) on investment securities ( 16,007 ) ( 337 ) ( 687 ) 14,084

Foreign currency exchange gain (loss)

21 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

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

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

Net change related to employee benefit plans

( 307 ) 53 934 107

Unrealized gain on available-for-sale debt security — 591 — 900

Unrealized gain (loss) on available-for-sale debt security — ( 92 ) — 808

Reclassification of gain on available-for-sale debt security — — ( 296 ) —

— — ( 296 ) —

Foreign currency translation adjustment

9 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Six Months Ended March 31, 2026

Nine Months Ended June 30, 2026

Common Stock Additional

6 unchanged sentences

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

Comprehensive loss:

Comprehensive income (loss):

Net income (loss)

9 unchanged sentences

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

Comprehensive income:

Comprehensive income (loss):

Net income (loss)

10 unchanged sentences

112,222 $ 11,222 $ 506,523 $ 2,412,788 $ 43,496 12,305 $ ( 445,250 ) $ 101,078 $ 2,629,857

Comprehensive income (loss):

Net income — — — 75,682 — — — 2,475 78,157

Other comprehensive loss — — — — ( 13,263 ) — — — ( 13,263 )

Dividends declared ($ 0.25 per share)

— — — ( 25,413 ) — — — — ( 25,413 )

Dividends declared and distributions to non-controlling interest — — — — — — — ( 7,158 ) ( 7,158 )

Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 909 ) — — ( 18 ) 662 — ( 247 )

Stock-based compensation — — 8,339 — — — — — 8,339

Other — — 214 — — — — ( 77 ) 137

Balance at June 30, 2026 112,222 $ 11,222 $ 514,167 $ 2,463,057 $ 30,233 12,287 $ ( 444,588 ) $ 96,318 $ 2,670,409

Q3 FY26 FORM 10-Q | 6

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Common Stock Additional

27 unchanged sentences

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

Comprehensive income (loss):

Net income (loss) — — — ( 162,758 ) — — — 859 ( 161,899 )

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

Dividends declared ($ 0.25 per share)

— — — ( 25,201 ) — — — — ( 25,201 )

Distributions to non-controlling interests — — — — — — — ( 15,381 ) ( 15,381 )

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

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

Other — — 770 — — — — — 770

Balance at June 30, 2025 112,222 $ 11,222 $ 505,657 $ 2,701,649 $ 9,501 12,789 $ ( 464,069 ) $ 102,767 $ 2,866,727

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

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,

Nine Months Ended June 30,

(in thousands) 2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ ( 150,792 ) $ 57,758

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

Net loss $ ( 72,635 ) $ ( 104,141 )

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

Depreciation and amortization 543,613 436,228

2 unchanged sentences

Stock-based compensation 28,013 22,837

Gain on investment securities

( 15,320 ) ( 14,421 )

(Gain) loss on investment securities 687 ( 14,084 )

Gain on involuntary conversion ( 13,581 ) —

Gain on reimbursement of drilling equipment ( 18,099 ) ( 26,149 )

Other loss on sale of assets 621 789

Other (gain) loss on sale of assets ( 119,423 ) 2,136

Deferred income tax ( 28,980 ) ( 64,649 )

15 unchanged sentences

Proceeds from sale of short-term investments 42,542 373,028

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

Insurance proceeds from involuntary conversion 2,500 2,366

Proceeds from asset sales 35,797 34,923

Proceeds from real estate asset sales 127,667 —

Other ( 686 ) —

Net cash used in investing activities ( 44,257 ) ( 1,872,510 )

( 112,322 ) ( 1,815,523 )

CASH FLOWS FROM FINANCING ACTIVITIES:

7 unchanged sentences

Net cash provided by (used in) financing activities ( 302,620 ) 220,654

( 128,082 ) 311,107

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 12,393 ) 14,322

Net decrease in cash, cash equivalents and restricted cash

( 21,867 ) ( 1,283,606 )

Net increase (decrease) in cash, cash equivalents and restricted cash 13,408 ( 1,301,534 )

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

Cash, cash equivalents and restricted cash, end of period $ 239,308 $ 227,126

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

Q3 FY26 FORM 10-Q | 8

HELMERICH & PAYNE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended June 30,

(in thousands) 2026 2025

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

6 unchanged sentences

Change in accounts payable and accrued liabilities related to purchases of property, plant and equipment ( 765 ) 11,943

Changes in accounts receivable related to the involuntary conversion 22,500 —

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

5 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.

During the six months ended March 31, 2026, we announced the rebranding of our Kenera business unit to BENTEC™.

During the nine months ended June 30, 2026, 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.

22 unchanged sentences

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

As of March 31, 2026 and September 30, 2025, restricted cash was $ 26.8 million and $ 29.1 million, respectively.

Of the total at March 31, 2026 and September 30, 2025, $ 25.5 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.

As of June 30, 2026 and September 30, 2025, restricted cash was $ 34.9 million and $ 29.1 million, respectively.

Of the total at June 30, 2026 and September 30, 2025, $ 33.6 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.

3 unchanged sentences

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

March 31, September 30,

June 30, September 30,

(in thousands) 2026 2025 2025 2024

4 unchanged sentences

Restricted cash 1,329 1,640 1,640 1,242,417

1,316 1,619 1,640 1,242,417

Total cash, cash equivalents, and restricted cash $ 239,308 $ 227,126 $ 225,900 $ 1,528,660

8 unchanged sentences

Statements or Other Significant Matters

Standards that are not yet adopted as of March 31, 2026

Standards that are not yet adopted as of June 30, 2026

2023-09, Income Taxes (Topic 740):

18 unchanged sentences

Self-Insurance

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.

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 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 primarily 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.

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." Intercompany premium revenues recorded by the Captives during the three months ended March 31, 2026 and 2025 amounted to $ 19.5 million and $ 17.9 million, respectively, and $ 37.9 million and $ 34.5 million during the six months ended March 31, 2026 and 2025, respectively, which were eliminated upon consolidation.

Direct operating costs consisted primarily of adjustments to accruals for estimated losses of $ 3.7 million and $ 10.3 million during the three months ended March 31, 2026 and 2025, respectively, and $ 2.1 million and $ 14.2 million during the six months ended March 31, 2026 and 2025, respectively, and rig and casualty insurance premiums of $ 11.8 million and $ 11.2 million during the three months ended March 31, 2026 and 2025, respectively, and $ 23.3 million and $ 21.7 million during the six months ended March 31, 2026 and 2025, respectively.

Our medical stop loss operating expenses for the three months ended March 31, 2026 and 2025 were $ 4.1 million and $ 5.2 million, respectively, and $ 6.7 million and $ 10.4 million for the six months ended March 31, 2026 and 2025, respectively.

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

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." Intercompany premium revenues recorded by the Captives during the three months ended June 30, 2026 and 2025 amounted to $ 17.3 million and $ 16.3 million, respectively, and $ 55.2 million and $ 50.8 million during the nine months ended June 30, 2026 and 2025, respectively, which were eliminated upon consolidation.

Direct operating costs consisted primarily of adjustments to accruals for estimated losses of $( 3.7 ) million and $ 29.3 million during the three months ended June 30, 2026 and 2025, respectively, and $( 1.6 ) million and $ 43.5 million during the nine months ended June 30, 2026 and 2025, respectively, and rig and casualty insurance premiums of $ 12.6 million and $ 10.1 million during the three months ended June 30, 2026 and 2025, respectively, and $ 35.9 million and $ 31.8 million during the nine months ended June 30, 2026 and 2025, respectively.

Our medical stop loss operating expenses for the three months ended June 30, 2026 and 2025 were $ 4.8 million and $ 4.4 million, respectively, and $ 11.5 million and $ 14.8 million for the nine months ended June 30, 2026 and 2025, respectively.

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

Foreign Currencies

20 unchanged sentences

Q3 FY26 FORM 10-Q | 12

Approximately 41.2 percent of our operating revenues were generated from international locations during the three and six months ended March 31, 2026 compared to 42.1 percent and 28.1 percent during the three and six months ended March 31, 2025, respectively.

Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, approximately 16.7 percent and 16.5 percent of our total consolidated operating revenues were from operations in the Middle East during the three and six months ended March 31, 2026 compared to 18.2 percent and 11.4 percent during the three and six months ended March 31, 2025, respectively.

Approximately 42.7 percent and 41.7 percent of our operating revenues were generated from international locations during the three and nine months ended June 30, 2026 compared to 36.7 percent and 31.4 percent during the three and nine months ended June 30, 2025, respectively.

Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, approximately 15.7 percent and 16.2 percent of our total consolidated operating revenues were from operations in the Middle East during the three and nine months ended June 30, 2026 compared to 16.1 percent and 13.2 percent during the three and nine months ended June 30, 2025, respectively.

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

During the three and six months ended March 31, 2026, a single customer in Saudi Arabia accounted for 7.0 percent and 6.8 percent of our total consolidated operating revenues, respectively.

During the three and nine months ended June 30, 2026, a single customer in Saudi Arabia accounted for 7.2 percent and 6.9 percent of our total consolidated operating revenues, compared to 10.0 percent and 7.4 percent during the three and nine months ended June 30, 2025.

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

1 unchanged sentence

NOTE 3 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of March 31, 2026 and September 30, 2025 consisted of the following:

(in thousands) Estimated Useful Lives March 31, 2026 September 30, 2025

Property, plant and equipment as of June 30, 2026 and September 30, 2025 consisted of the following:

(in thousands) Estimated Useful Lives June 30, 2026 September 30, 2025

Drilling services equipment 2 - 15 years

14 unchanged sentences

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

Depreciation expense during the three months ended March 31, 2026 and 2025 was $ 162.3 million and $ 147.3 million, including abandonments of $ 1.3 million and $ 1.2 million during each respective period.

Depreciation expense during the six months ended March 31, 2026 and 2025 was $ 324.8 million and $ 244.3 million, including abandonments of $ 1.4 million and $ 1.9 million during each respective period.

Depreciation and Abandonments

Depreciation expense, including abandonments, was $ 162.8 million and $ 160.8 million for the three months ended June 30, 2026 and 2025, respectively.

Depreciation expense, including abandonments, was $ 487.6 million and $ 405.1 million for the nine months ended June 30, 2026 and 2025, respectively.

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

In April 2026, an incident involving a rig operating in Texas resulted in a fire that caused significant damage to the asset.

Based on information available as of the date of this filing, management has concluded that the rig is a total loss.

The rig had a net book value of approximately $ 11.4 million as of March 31, 2026.

The Company maintains insurance coverage for this asset and has initiated a claim with its insurance carrier.

Although the insurer's assessment of the claim has not yet been finalized, the Company reached an agreement with the insurer during the three months ended June 30, 2026 for a partial settlement of $ 25.0 million.

The loss of $ 11.4 million was recognized as abandonment expense within Depreciation and amortization in the Company's Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2026.

Consistent with applicable accounting guidance, the related insurance recovery was recognized in the same financial statement line item and was limited to the amount of the recognized loss.

Accordingly, an insurance recovery of $ 11.4 million offset the abandonment expense during the period.

The remaining insurance proceeds of approximately $ 13.6 million, representing the portion of the partial settlement in excess of the related loss, were recognized in Gain from involuntary conversion in the Company's Unaudited Condensed Consolidated Statements of Operations during the three months ended June 30, 2026.

As of June 30, 2026, we received $ 2.5 million of the related insurance proceeds.

The remaining $ 22.5 million of insurance proceeds was collected in July 2026.

Q3 FY26 FORM 10-Q | 13

Assets Held-for-Sale

4 unchanged sentences

Impairment expense

Balance at March 31, 2026

Balance at June 30, 2026

Fiscal Year 2025 Activity

1 unchanged sentence

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.

Q2 FY26 FORM 10-Q | 12

Fiscal Year 2026 Activity

1 unchanged sentence

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 six months ended March 31, 2026.

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 six months ended March 31, 2026, in the Unaudited Condensed Consolidated Statement of Operations.

During the three months ended March 31, 2026, we completed the disposal of a portion of the North America Solutions assets that had been classified as held-for-sale as of December 31, 2025.

The assets had a net book value of $ 1.5 million, resulting in a $ 1.7 million gain during the three months ended March 31, 2026.

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

During the three months ended March 31, 2026, we identified an additional $ 2.2 million of Offshore Solutions assets to be sold that were reclassified to held-for-sale.

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 nine months ended June 30, 2026, in the Unaudited Condensed Consolidated Statements of Operations.

In March 2026, we identified an additional $ 2.2 million of Offshore Solutions assets to be sold that were reclassified to held-for-sale.

The estimated fair value of the Offshore Solutions assets exceeded the carrying value and therefore no impairment was recognized.

2 unchanged sentences

therefore, no impairment charge was recognized.

During the six months ended March 31, 2026, we completed the disposal of a portion of the International Solutions assets that were 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 six months ended March 31, 2026.

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

Additionally, in March 2026, we identified an international drilling rig that met the asset held-for-sale criteria.

The rig's net book value of $ 23.5 million was written down to its estimated scrap value of $ 0.2 million, which represents fair value, resulting in a non-cash impairment charge of $ 23.3 million in our International Solutions segment during the three months ended March 31, 2026.

During the three months ended March 31, 2026, we recognized a non-cash impairment charge of $ 2.8 million to write down assets previously classified as held‑for‑sale to their estimated fair value less costs to sell.

In March 2026, we identified an international drilling rig that met the asset held-for-sale criteria.

During the nine months ended June 30, 2026, we recognized a non-cash impairment charge of $ 2.8 million to write down assets previously classified as held‑for‑sale to their estimated fair value less costs to sell.

In June 2026, we identified two additional international drilling rigs that met the held-for-sale criteria.

The book values of those assets were written down to the fair value less estimated cost to sell.

As a result, we recognized a non-cash impairment charge of $ 1.2 million in our International Solutions segment during the three and nine months ended June 30, 2026.

During the three months ended June 30, 2026, we completed the sale of Utica Square, a shopping center comprising approximately 371,000 leasable square feet located in Tulsa, Oklahoma, and included within our "Other" operations, receiving net proceeds of approximately $ 127.7 million.

After considering the property's net book value and selling costs, the transaction resulted in a $ 114.8 million gain during the three and nine months ended June 30, 2026.

The gain on sale is recorded in Other (gain) loss on sale of assets within our Unaudited Condensed Consolidated Statements of Operations.

Gain on Reimbursement of Drilling Equipment

We recognized a gain of $ 5.9 million and $ 12.1 million during the three and six months ended March 31, 2026 as compared to a gain of $ 10.0 million and $ 19.4 million during the three and six months ended March 31, 2025, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe.

We recognized a gain of $ 6.0 million and $ 18.1 million during the three and nine months ended June 30, 2026 as compared to a gain of $ 6.8 million and $ 26.1 million during the three and nine months ended June 30, 2025, 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.

Q3 FY26 FORM 10-Q | 14

NOTE 4 GOODWILL AND INTANGIBLE ASSETS

7 unchanged sentences

Foreign currency translation adjustment

Goodwill balance at March 31, 2026

— ( 429 ) ( 429 )

Goodwill balance at June 30, 2026

$ 45,653 $ 136,772 $ 182,425

Indefinite-lived Intangible

1 unchanged sentence

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 March 31, 2026 and September 30, 2025 was $ 1.4 million and $ 3.2 million, of IPR&D, respectively.

During the six months ended March 31, 2026, we recorded a non-cash impairment charge of $ 3.0 million, associated with previously capitalized IPR&D that were determined to have no alternative future use.

Included in Intangible assets, net, on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and September 30, 2025 was $ 1.4 million and $ 3.2 million, of IPR&D, respectively.

During the nine months ended June 30, 2026, we recorded a non-cash impairment charge of $ 3.0 million, associated with previously capitalized IPR&D 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.

Additionally, during the three months ended March 31, 2026, $ 0.2 million in IPR&D projects were completed and reclassified to a finite-lived intangible asset.

Q2 FY26 FORM 10-Q | 13

Additionally, during the nine months ended June 30, 2026, $ 0.2 million in IPR&D projects were completed and reclassified to a finite-lived intangible asset.

Finite-lived Intangibles

1 unchanged sentence

Our finite-lived intangible assets consist of the following:

March 31, 2026

June 30, 2026

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

13 unchanged sentences

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

Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $ 18.4 million and $ 9.9 million for the three months ended March 31, 2026 and 2025, respectively and $ 37.8 million and $ 11.5 million for the six months ended March 31, 2026 and 2025, respectively.

Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $ 18.2 million and $ 18.7 million for the three months ended June 30, 2026 and 2025, respectively and $ 56.0 million and $ 31.1 million for the nine months ended June 30, 2026 and 2025, respectively.

Q3 FY26 FORM 10-Q | 15

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

1 unchanged sentence

Remainder of 2026 $ 18,183

Q2 FY26 FORM 10-Q | 14

As of March 31, 2026 and September 30, 2025, we have the following debt outstanding with maturities shown in the following table:

March 31, 2026 September 30, 2025

As of June 30, 2026 and September 30, 2025, we have the following debt outstanding with maturities shown in the following table:

June 30, 2026 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

24 unchanged sentences

$ 1,870,876 $ ( 15,619 ) $ 1,855,257 $ 2,076,021 $ ( 18,937 ) $ 2,057,084

The principal amount and maturities of our long-term debt as of March 31, 2026 are summarized in the table below:

The principal amount and maturities of our long-term debt as of June 30, 2026 are summarized in the table below:

(in thousands)

1 unchanged sentence

Thereafter 1,142,863

Q3 FY26 FORM 10-Q | 16

Senior Notes Issued in Fiscal Year 2024

2 unchanged sentences

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

Q2 FY26 FORM 10-Q | 15

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.

23 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.

During the three and six months ended March 31, 2026, the Company repaid $ 30.0 million and $ 60.0 million of the outstanding balance on the Term Loan Credit Agreement, respectively.

As the debt was scheduled to mature in January 2027, the outstanding balance as of March 31, 2026, in the amount of $ 140.0 million, was reclassified to Current portion of long-term debt, net on the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2026.

In April 2026, we repaid the remaining $ 140.0 million balance outstanding on the Term Loan Credit Agreement.

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

We can elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin.

The adjusted SOFR rate is the forward-looking term rate based on SOFR for the applicable tenor of one, three, or six months, plus 0.10 percent per annum.

The adjusted base rate is a fluctuating rate per annum equal to the highest of (i) the administrative agent's prime rate, (ii) the federal funds effective rate plus 0.50 percent, or (iii) the one-month adjusted SOFR rate plus 1.0 percent.

We also pay a commitment fee on the unused balance of the facility.

Borrowing spreads as well as commitment fees are determined based on the debt rating for senior unsecured debt of the Company, as determined by Moody’s and Standard & Poor’s.

The applicable margin for SOFR borrowings and adjusted base rate borrowings ranges from 1.0 percent to 1.625 percent per annum and zero to 0.625 percent per annum, respectively.

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

Based on the unsecured debt rating of the Company on March 31, 2026, the spread over SOFR was 1.375 percent and commitment fees were 0.175 percent.

As of March 31, 2026, the interest rate on the Term Loan Credit Agreement was 5.143 percent per annum.

The weighted average variable interest rate on all amounts outstanding under the Term Loan Credit Agreement was 5.166 percent and 5.339 percent for the three and six months ended March 31, 2026, respectively.

During the three and nine months ended June 30, 2026, the Company repaid $ 140.0 million and $ 200.0 million of the outstanding balance on the Term Loan Credit Agreement, respectively.

As a result of the repayments, no amounts remain outstanding under the Term Loan Credit Agreement.

Q3 FY26 FORM 10-Q | 17

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

We could elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin.

The adjusted SOFR rate was the forward-looking term rate based on SOFR for the applicable tenor of one, three, or six months, plus 0.10 percent per annum.

The adjusted base rate was a fluctuating rate per annum equal to the highest of (i) the administrative agent's prime rate, (ii) the federal funds effective rate plus 0.50 percent, or (iii) the one-month adjusted SOFR rate plus 1.0 percent.

We also paid a commitment fee on the unused balance of the facility.

Borrowing spreads as well as commitment fees were determined based on the debt rating for senior unsecured debt of the Company, as determined by Moody’s and Standard & Poor’s.

The applicable margin for SOFR borrowings and adjusted base rate borrowings ranged from 1.0 percent to 1.625 percent per annum and zero to 0.625 percent per annum, respectively.

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

The weighted average variable interest rate on all amounts outstanding under the Term Loan Credit Agreement was 5.143 percent and 5.329 percent for the three and nine months ended June 30, 2026, respectively.

2024 Oman Facility

1 unchanged sentence

These secured bank loans are wholly denominated in Omani rial.

The value of these borrowings in Omani rial is OMR 17.6 million.

The original principal value of these borrowings in Omani rial was OMR 17.6 million.

The commitments under the 2024 Oman Facility mature December 31, 2034.

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 and six months ended March 31, 2026, the Company repaid $ 0.8 million and $ 1.7 million of the outstanding balance on the facility, respectively.

Of the $ 41.4 million borrowings outstanding at March 31, 2026, a total of $ 3.4 million is payable within one year.

During the three and nine months ended June 30, 2026, the Company repaid $ 0.9 million and $ 2.6 million of the outstanding balance on the facility, respectively.

Of the $ 40.5 million borrowings outstanding at June 30, 2026, a total of $ 3.4 million is payable within one year.

There is an annual financial covenant in the 2024 Oman Facility that requires KCAD Energy to maintain a debt service coverage ratio of at least 1.20 :1.00.

3 unchanged sentences

These secured bank loans are wholly denominated in Omani rial.

The value of these borrowings in Omani rial is OMR 17.6 million.

The original principal value of these borrowings in Omani rial was OMR 17.6 million.

The commitments under the 2023 Oman Facility mature December 31, 2033.

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 and six months ended March 31, 2026, the Company repaid $ 0.8 million and $ 1.7 million of the outstanding balance on the facility, respectively.

Of the $ 38.1 million borrowings outstanding at March 31, 2026, a total of $ 3.4 million is payable within one year.

During the three and nine months ended June 30, 2026, the Company repaid $ 0.9 million and $ 2.6 million of the outstanding balance on the facility, respectively.

Of the $ 37.2 million borrowings outstanding at June 30, 2026, a total of $ 3.4 million is payable within one year.

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.

6 unchanged sentences

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

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

Q3 FY26 FORM 10-Q | 18

The benchmark rate is the SOFR.

6 unchanged sentences

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

Based on the unsecured debt rating of the Company on March 31, 2026, 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.

Based on the unsecured debt rating of the Company on June 30, 2026, 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 March 31, 2026, there were no borrowings or letters of credit outstanding, leaving $ 950.0 million available to borrow under the Amended Credit Facility.

As of March 31, 2026, 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, $ 234.4 million was outstanding as of March 31, 2026.

As of June 30, 2026, 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, 2026, 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, $ 264.7 million was outstanding as of June 30, 2026.

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

At March 31, 2026, we were in compliance with all debt covenants.

At June 30, 2026, we were in compliance with all debt covenants.

NOTE 6 INCOME TAXES

2 unchanged sentences

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

Our income tax expense for the three months ended March 31, 2026 and 2025 was $ 9.3 million and $ 41.5 million, respectively, resulting in effective tax rates of ( 20.0 ) percent and 93.3 percent, respectively.

Our income tax expense for the six months ended March 31, 2026 and 2025 was $ 20.5 million and $ 63.1 million, respectively, resulting in effective tax rates of ( 15.7 ) percent and 52.2 percent, respectively.

Our income tax expense for the three months ended June 30, 2026 and 2025 was $ 72.4 million and $ 29.0 million, respectively, resulting in effective tax rates of 48.1 percent and ( 21.8 ) percent, respectively.

Our income tax expense for the nine months ended June 30, 2026 and 2025 was $ 92.9 million and $ 92.1 million, respectively, resulting in effective tax rates of 459.1 percent and ( 764.9 ) percent, respectively.

Effective tax rates differ from the U.S.

federal statutory rate of 21.0 percent for the three and six months ended March 31, 2026 and 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 equity compensation and unrecognized tax benefits.

As of March 31, 2026, we have recorded unrecognized tax benefits and related interest and penalties of approximately $ 18.9 million.

federal statutory rate of 21.0 percent for the three and nine months ended June 30, 2026 and 2025, primarily due to non-deductible goodwill impairment for fiscal year 2025, 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 equity compensation, return to provision adjustments, and unrecognized tax benefits.

As of June 30, 2026, we have recorded unrecognized tax benefits and related interest and penalties of approximately $ 19.3 million.

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

3 unchanged sentences

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 six months ended March 31, 2026 and 2025.

A cash dividend of $ 0.25 per share was declared on March 4, 2026 for shareholders of record on May 18, 2026, payable on June 1, 2026.

As a result, we recorded a Dividend payable of $ 25.4 million on our Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026.

We did not make any share repurchases during the three and nine months ended June 30, 2026 and 2025.

A cash dividend of $ 0.25 per share was declared on June 3, 2026 for shareholders of record on August 18, 2026, payable on September 1, 2026.

As a result, we recorded a Dividend payable of $ 25.4 million on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026.

Q3 FY26 FORM 10-Q | 19

1 unchanged sentence

Components of accumulated other comprehensive income were as follows:

March 31, September 30,

June 30, September 30,

(in thousands) 2026 2025

13 unchanged sentences

$ 30,233 $ 44,964

The following is a summary of the changes in accumulated other comprehensive income, net of tax, for the three and six months ended March 31, 2026:

Three Months Ended March 31, 2026

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, 2026:

Three Months Ended June 30, 2026

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

2 unchanged sentences

Activity during the period

Other comprehensive income before reclassifications

— — 1,123 1,123

Amounts reclassified from accumulated other comprehensive income ( 307 ) — — ( 307 )

Net current-period other comprehensive income (loss) ( 307 ) — 1,123 816

Balance at March 31, 2026

Other comprehensive loss before reclassifications — — ( 13,263 ) ( 13,263 )

Net current-period other comprehensive loss — — ( 13,263 ) ( 13,263 )

Balance at June 30, 2026

$ 5,404 $ — $ 24,829 $ 30,233

Six Months Ended March 31, 2026

Nine Months Ended June 30, 2026

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

4 unchanged sentences

— — ( 15,369 ) ( 15,369 )

Amounts reclassified from accumulated other comprehensive income 934 ( 296 ) — 638

Amounts reclassified from accumulated other comprehensive income (loss) 934 ( 296 ) — 638

Net current-period other comprehensive income (loss) 934 ( 296 ) ( 15,369 ) ( 14,731 )

Balance at March 31, 2026

Balance at June 30, 2026

$ 5,404 $ — $ 24,829 $ 30,233

9 unchanged sentences

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

Total revenue recognized from performance contracts, including performance bonuses, was $ 292.7 million and $ 573.3 million, of which $ 14.0 million and $ 27.8 million related to performance bonuses recognized upon achievement of performance targets during the three and six months ended March 31, 2026 , respectively.

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

Total revenue recognized from performance contracts, including performance bonuses, was $ 311.5 million and $ 884.8 million, of which $ 14.7 million and $ 42.5 million related to performance bonuses recognized upon achievement of performance targets during the three and nine months ended June 30, 2026 , respectively.

Similarly, 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 related to performance bonuses recognized upon achievement of performance targets during the three and nine months ended June 30, 2025 , respectively.

Contract Costs

As of March 31, 2026 and September 30, 2025, we had capitalized fulfillment costs of $ 25.2 million and $ 34.8 million, respectively.

As of June 30, 2026 and September 30, 2025, we had capitalized fulfillment costs of $ 31.2 million and $ 34.8 million, respectively.

Remaining Performance Obligations

The total aggregate transaction price allocated to the unsatisfied performance obligations related to firm contracts, commonly referred to as backlog, as of March 31, 2026 was approximately $ 5.4 billion, of which $ 1.1 billion is expected to be recognized during the remainder of fiscal year 2026, $ 1.3 billion in fiscal year 2027, and $ 3.0 billion in fiscal year 2028 and thereafter.

The total aggregate transaction price allocated to the unsatisfied performance obligations related to firm contracts, commonly referred to as backlog, as of June 30, 2026 was approximately $ 6.1 billion, of which $ 0.7 billion is expected to be recognized during the remainder of fiscal year 2026, $ 1.8 billion in fiscal year 2027, and $ 3.6 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.

1 unchanged sentence

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

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.

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, which could adversely affect our financial condition, results of operations and cash flows.

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.

1 unchanged sentence

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

(in thousands) March 31, 2026 September 30, 2025

(in thousands) June 30, 2026 September 30, 2025

Contract assets, net $ 10,102 $ 10,971

(in thousands) March 31, 2026

(in thousands) June 30, 2026

Contract liabilities balance at September 30, 2025

1 unchanged sentence

Revenue recognized during the period ( 67,494 )

Contract liabilities balance at March 31, 2026

Contract liabilities balance at June 30, 2026

NOTE 9 EARNINGS (LOSS) PER COMMON SHARE

10 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

(in thousands, except per share amounts) 2026 2025 2026 2025

16 unchanged sentences

$ 0.74 $ ( 1.64 ) $ ( 0.81 ) $ ( 1.08 )

We had a net loss for three and six months ended March 31, 2026.

We reported a net loss for the three months ended June 30, 2025 and the nine months ended June 30, 2026 and 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

March 31, Six Months Ended

June 30, Nine Months Ended

(in thousands, except per share amounts) 2026 2025 2026 2025

15 unchanged sentences

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:

March 31, 2026

June 30, 2026

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

Short-term investments:

Money market mutual funds $ 5,040 $ 5,040 $ — $ —

Corporate debt securities 21,920 — 21,920 —

$ 21,756 $ — $ 21,756 $ —

Total 26,960 5,040 21,920 —

4 unchanged sentences

Investment in Tamboran 32,663 32,663 — —

Other equity securities

1,691 1,691 — —

Debt securities:

2 unchanged sentences

Total $ 54,109 $ 51,859 $ — $ 2,250

As of March 31, 2026, 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 March 31, 2026, our equity security investments in geothermal energy were $ 9.1 million.

These investments are measured at cost, less any impairments.

Our other equity security investments totaled $ 8.4 million, of which $ 4.2 million was measured at fair value as of March 31, 2026.

The remaining $ 4.2 million were measured at cost, less any impairments.

As of June 30, 2026, our equity security investments in geothermal energy and other equity security investments were $ 9.1 million and $ 9.6 million, respectively.

These investments are subject to nonrecurring fair value measurement considerations and are carried at cost, less any impairment.

Refer to "Nonrecurring Fair Value Measurements" for additional information regarding fair value measurements associated with these investments.

September 30, 2025

10 unchanged sentences

Debt securities:

Investment in Galileo, net — — — —

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

4 unchanged sentences

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.

These investments are subject to nonrecurring fair value measurement considerations and are carried at cost, less any impairment.

Refer to "Nonrecurring Fair Value Measurements" for additional information regarding the fair value measurements associated with these investments.

Q3 FY26 FORM 10-Q | 23

4 unchanged sentences

These securities are recorded at fair value.

Level 1 inputs include U.S.

agency issued debt securities with active markets.

Level 1 inputs include money market mutual funds.

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

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

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

During the six months ended March 31, 2025, we recognized a loss of approximately $ 12.4 million on our Unaudited Condensed Consolidated Statements of Operations, related to this investment.

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

During the nine months ended June 30, 2025, we recognized a loss of approximately $ 12.4 million on our Unaudited Condensed Consolidated Statements of Operations, related to this investment.

Long-term Investments

1 unchanged sentence

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

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

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 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 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 March 31, 2026, our combined equity ownership was approximately 4.5 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).

As of June 30, 2026, we owned approximately 1.0 million shares in Tamboran Corp.

whose securities are traded on the NYSE and Australian Stock Exchange under the ticker symbol "TBN", representing an ownership interest of approximately 3.6 %.

We account for this investment under ASC 321 and measure it at fair value, with changes in fair value recognized in earnings.

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

During the three and six months ended March 31, 2026, we recognized gains of $ 19.5 million and $ 21.0 million as a result of the change in fair value of the investment compared to gains of $ 3.2 million and $ 2.1 million during the three and six months ended March 31, 2025.

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 and nine months ended June 30, 2026, we recognized gain (loss) of $( 14.3 ) million and $ 6.7 million, respectively, compared to a gain (loss) of $( 0.8 ) million and $ 1.3 million for the corresponding periods in 2025.

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.

2 unchanged sentences

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

During the six months ended March 31, 2026, we released Galileo from this legal obligation, resulting in the full write-off of the investment.

Q2 FY26 FORM 10-Q | 23

During the nine months ended June 30, 2026, we released Galileo from this legal obligation, resulting in the full write-off of the investment.

Nonrecurring Fair Value Measurements

8 unchanged sentences

All of our long-term equity securities are measured using Level 3 unobservable inputs based on the absence of market activity.

Q3 FY26 FORM 10-Q | 24

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

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

(in millions) 2026 2025 2026 2025

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

(in thousands) 2026 2025 2026 2025

Assets at beginning of period $ 17,547 $ 45,519 $ 20,861 $ 30,090

Purchases 1,201 594 2,239 1,528

Disposals — ( 27,117 ) — ( 27,117 )

— — ( 124 ) —

Transfer in — 320 — 320

Total gain (loss):

1 unchanged sentence

Assets at end of period $ 18,748 $ 19,940 $ 18,748 $ 19,940

The aggregate gains and (losses) included in earnings during the three and six months ended March 31, 2026 and 2025 were attributable to the changes in fair value of various geothermal equity investments.

These gains (losses) are included in Gain on investment securities on our Unaudited Condensed Consolidated Statements of Operations.

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

The aggregate gains and (losses) included in earnings during the nine months ended June 30, 2026, and the three and nine months ended June 30, 2025 were attributable to the changes in fair value of various geothermal equity investments.

These gains (losses) are included in Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations.

Other Financial Instruments

2 unchanged sentences

Government and in federally insured deposit accounts.

The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at March 31, 2026 and September 30, 2025.

The fair values of the long-term fixed-rate debt are based on broker quotes at March 31, 2026 and September 30, 2025.

The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at June 30, 2026 and September 30, 2025.

The fair values of the long-term fixed-rate debt are based on broker quotes at June 30, 2026 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.

2 unchanged sentences

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

Q2 FY26 FORM 10-Q | 24

The following information presents the supplemental fair value information for our long-term fixed-rate debt, net at March 31, 2026 and September 30, 2025:

Carrying Value at March 31, 2026

Fair Value at March 31, 2026

The following information presents the supplemental fair value information for our long-term fixed-rate debt, net at June 30, 2026 and September 30, 2025:

Carrying Value at June 30, 2026

Fair Value at June 30, 2026

Using Inputs Considered as:

12 unchanged sentences

$ 1,855,257 $ — $ 1,733,696 $ 69,237

Q3 FY26 FORM 10-Q | 25

Carrying Value at September 30, 2025

16 unchanged sentences

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

At March 31, 2026, we had outstanding purchase commitments for equipment, parts and supplies of approximately $ 147.2 million.

At June 30, 2026, we had outstanding purchase commitments for equipment, parts and supplies of approximately $ 180.4 million.

Guarantee Arrangements

10 unchanged sentences

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.

Q2 FY26 FORM 10-Q | 25

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

4 unchanged sentences

We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed.

Q3 FY26 FORM 10-Q | 26

NOTE 12 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION

22 unchanged sentences

• Restructuring charges

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

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

Q3 FY26 FORM 10-Q | 27

Summarized financial information of our reportable segments for the three and six months ended March 31, 2026 and 2025 is shown in the following tables:

Three Months Ended March 31, 2026

Summarized financial information of our reportable segments for the three and nine months ended June 30, 2026 and 2025 is shown in the following tables:

Three Months Ended June 30, 2026

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

11 unchanged sentences

Acquisition transaction and integration costs

— 1,198 352 1,550

Asset impairment charge — 1,153 — 1,153

2 unchanged sentences

Reconciliation of segment operating income (loss):

All other operating loss ( 7,397 )

Elimination of intersegment loss ( 2,507 )

All other operating income 1,344

Elimination of intersegment income 1,528

Segment operating income 105,556

2 unchanged sentences

Q3 FY26 FORM 10-Q | 28

Six Months Ended March 31, 2026

Nine Months Ended June 30, 2026

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

21 unchanged sentences

Intersegment expenses are included within the amounts shown.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

11 unchanged sentences

Acquisition transaction and integration costs

34 210 60 304

Asset impairment charge — 128,352 — 128,352

Restructuring charges 1,849 380 29 2,258

Segment operating income (loss) 157,649 ( 166,513 ) 8,769 ( 95 )

1 unchanged sentence

All other operating loss

Elimination of intersegment loss

Segment operating income 124,497

Elimination of intersegment income 6,114

Segment operating loss ( 63,985 )

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

1 unchanged sentence

Q3 FY26 FORM 10-Q | 29

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

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

13 unchanged sentences

Asset impairment charge 1,507 128,352 — 129,859

Restructuring charges 1,849 380 29 2,258

Segment operating income (loss) 461,803 ( 215,980 ) 29,649 275,472

6 unchanged sentences

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 March 31, Six Months Ended March 31,

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

(in thousands) 2026 2025 2026 2025

Segment operating income

$ 15,833 $ 124,497 $ 11,156 $ 266,605

Segment operating income (loss) $ 105,556 $ ( 63,985 ) $ 116,712 $ 202,620

Gain on involuntary conversion 13,581 — 13,581 —

Gain on reimbursement of drilling equipment 6,036 6,773 18,099 26,149

Other gain (loss) on sale of assets 120,044 ( 1,347 ) 119,423 ( 2,136 )

1,305 884 ( 621 ) ( 789 )

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

4 unchanged sentences

Interest expense ( 24,439 ) ( 29,200 ) ( 75,860 ) ( 79,836 )

Gain on investment securities

14,391 27,788 15,320 14,421

Gain (loss) on investment securities ( 16,007 ) ( 337 ) ( 687 ) 14,084

Foreign currency exchange gain (loss) 1,885 ( 9,216 ) 4,864 ( 16,137 )

4 unchanged sentences

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

(in thousands) March 31, 2026 September 30, 2025

(in thousands) June 30, 2026 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 March 31, Six months ended March 31,

Three Months Ended June 30, Nine months ended June 30,

(in thousands) 2026 2025 2026 2025

9 unchanged sentences

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

(in thousands) March 31, 2026 September 30, 2025

(in thousands) June 30, 2026 September 30, 2025

Property, plant and equipment, net

4 unchanged sentences

Total $ 3,865,332 $ 4,313,074

NOTE 13 SUBSEQUENT EVENTS

Subsequent to March 31, 2026, we completed the sale of Utica Square, a shopping center comprising approximately 371,000 leasable square feet located in Tulsa, Oklahoma, and included within our "Other" operations, receiving net proceeds of approximately $ 129.0 million, after deducting $ 4.9 million in selling fees.

The property was classified as held-for-sale as of March 31, 2026, with a net book value of $ 12.9 million.

Subsequent to March 31, 2026, the Company fully repaid the remaining balance of $ 140.0 million outstanding under the Term Loan Credit Agreement.

As a result of this repayment, no amounts remain outstanding under the Term Loan Credit Agreement.

Subsequent to March 31, 2026, an incident occurred involving a rig operating in Texas, which resulted in a fire and significant damage to the rig.

Based on information available as of the date of this filing, management believes the rig is a total loss.

The net book value of this rig was approximately $ 11.7 million at March 31, 2026.

The Company maintains insurance coverage related to this asset and has initiated a claim with its insurance carrier.

While the insurance carrier has not yet completed its assessment, management currently estimates that insurance proceeds could be in excess of the net book value if it is deemed to be a total loss.

The timing and amount of recovery remain uncertain.

Q3 FY26 FORM 10-Q | 31

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