What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 210 added, 190 removed, 443 unchanged (47% of the section changed)

35 unchanged sentences

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

As of March 31, 2026, our drilling rig fleet included a total of 337 drilling rigs.

Our reportable operating business segments consist of the North America Solutions segment with 203 rigs, the International Solutions segment with 130 rigs, and the Offshore Solutions segment with four offshore platform rigs as of March 31, 2026.

As of June 30, 2026, our drilling rig fleet included a total of 333 drilling rigs.

Our reportable operating business segments consist of the North America Solutions segment with 202 rigs, the International Solutions segment with 127 rigs, and the Offshore Solutions segment with four offshore platform rigs as of June 30, 2026.

Although the Offshore Solutions segment has a fleet of platform rigs, the majority of its revenues are derived from asset-light management contracts.

At the close of the second quarter of fiscal year 2026, we had 204 active contracted rigs, of which 138 were under a fixed-term contract and 66 were working well-to-well, compared to 208 contracted rigs at September 30, 2025.

At the close of the third quarter of fiscal year 2026, we had 216 active contracted rigs compared to 208 contracted rigs at September 30, 2025.

Our long-term strategy remains focused on innovation, technology, safety, operational excellence, and reliability.

13 unchanged sentences

however, other variables have a heavy influence on those activity levels, including disparate country budgets and the need to fund other commitments in certain areas.

During the six months ended March 31, 2026, we received notifications to resume operations on seven rigs in Saudi Arabia scheduled for the first half of calendar year 2026.

Of these, six rigs are expected to be operational within that timeframe, while the reactivation date for the seventh rig is yet to be determined.

As a result of these resumptions, the total number of operating rigs in the country is projected to reach 23 by the middle of calendar year 2026.

During the nine months ended June 30, 2026, we received notifications to resume operations on multiple rigs in Saudi Arabia, with reactivations initially scheduled for the first half of calendar year 2026.

As of June 30, we've reactivated four additional rigs and drilling commenced on a fifth rig in early July.

These reactivations increased our operated rig count in Saudi Arabia to 22 active rigs, and we currently expect ot maintain that level of activity for the remainder of fiscal year 2026.

Recent Developments

2 unchanged sentences

As a result, these assets were reclassified as held-for-sale and, where applicable, written down to fair value less cost to sell.

This resulted in non-cash impairment charges 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.

This resulted in non-cash impairment charges 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.

Additionally, in March 2026, we identified an international drilling rig within our International Solutions segment that met the asset held-for-sale criteria and was therefore written down to fair value less cost to sell.

This resulted in a non-cash impairment charge of $23.3 million during the six months ended March 31, 2026.

During the six months ended March 31, 2026, we also recognized a non-cash impairment charge of $2.8 million related to assets previously classified as held-for-sale within our International Solutions segment.

This resulted in a non-cash impairment charge of $23.3 million during the nine months ended June 30, 2026.

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 international drilling rigs that met the held-for-sale criteria, one of which was written down to fair value less cost to sell, resulting in a non-cash impairment charge of $1.2 million in our International Solutions segment during the three and nine months ended June 30, 2026.

Sale of Utica Square Property

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.

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.

Repayment of Term Loan

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.

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.

Contract Backlog

As of March 31, 2026 and September 30, 2025, our total contract drilling backlog, being the expected future dayrate revenue from executed contracts, was $8.3 billion and $7.0 billion, respectively.

The increase was primarily due to an extension of an offshore operations and maintenance contract with a five-year term and additional extension options.

Approximately 13.3 percent of the March 31, 2026 total backlog is reasonably expected to be fulfilled throughout the remainder of fiscal year 2026, as a majority of our contracts are long term.

As of June 30, 2026 and September 30, 2025, our total contract drilling backlog, being the expected future dayrate revenue from executed contracts, was $9.1 billion and $7.0 billion, respectively.

The increase was primarily due to an extension of two offshore operations and maintenance contracts, consisting of (i) a five-year contract extension with multiple renewal options and (ii) a separate four-year contract extension with multiple renewal options.

Approximately 28.2 percent of the June 30, 2026 total backlog is reasonably expected to be fulfilled through fiscal year 2027, as a majority of our contracts are long term.

Q3 FY26 FORM 10-Q | 34

The following table sets forth the total backlog by reportable segment as of March 31, 2026 and September 30, 2025:

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

The following table sets forth the total backlog by reportable segment as of June 30, 2026 and September 30, 2025:

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

Firm contracts 1 :

7 unchanged sentences

(1) These amounts do not include anticipated contract renewals or expected performance bonuses.

(2) Included in the International Solutions reportable segment's backlog balance at March 31, 2026 is $0.5 billion of expected revenue from certain contracts in Saudi Arabia that have been temporarily suspended and are expected to gradually resume operations.

(2) Included in the International Solutions reportable segment's backlog balance at June 30, 2026 is $0.6 billion of expected revenue from certain contracts in Saudi Arabia that have been temporarily suspended and are expected to gradually resume operations.

The information presented in the table above reflects the fact that we expect these contracts to be extended for a period of time at least equal to the expected suspension period.

4 unchanged sentences

” and Item 1A—Risk Factors—" The impact and effects of public health crises, pandemics and epidemics could have a material adverse effect on our business, financial condition and results of operations ” within our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), regarding fixed term contract risk.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

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

Results of Operations for the Three Months Ended June 30, 2026 and 2025

Consolidated Results of Operations

Net Income (Loss) Attributable to Helmerich & Payne Inc.

We recorded a loss of $58.6 million ($(0.59) diluted share) for the three months ended March 31, 2026 compared to income of $1.7 million ($0.01 diluted share) for the three months ended March 31, 2025.

Operating Revenue During the three months ended March 31, 2026 and 2025, consolidated operating revenues were $0.9 billion and $1.0 billion, respectively.

We recorded income of $75.7 million ($0.74 diluted share) for the three months ended June 30, 2026 compared to a loss of $162.8 million ($(1.64) diluted share) for the three months ended June 30, 2025.

Operating Revenue Consolidated operating revenues were $1.0 billion during the three months ended June 30, 2026 and 2025.

Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses were $684.9 million and $704.2 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease was primarily driven by lower activity levels in our North America Solutions and International Solutions segments, partially offset by higher activity levels in our Offshore Solutions segment.

Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses were $661.2 million and $701.7 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease was also primarily driven by lower activity levels in our North America Solutions and International Solutions segments, partially offset by higher activity levels in our Offshore Solutions segment.

Other Operating Expenses Other operating expenses were $24.8 million and $3.5 million for the three months ended March 31, 2026 and 2025, respectively.

The increase was primarily driven by $21.3 million of incremental BENTEC™ manufacturing and engineering costs resulting from an additional 15 days of KCA Deutag operations during the three months ended March 31, 2026.

Depreciation and Amortization Expense Depreciation and amortization expense increased to $180.7 million during the three months ended March 31, 2026 compared to $157.7 million during the three months ended March 31, 2025.

The increase was primarily driven by $22.3 million of incremental depreciation and amortization expense resulting from an additional 15 days of KCA Deutag operations during the three months ended March 31, 2026..

Selling, General and Administrative Expense Selling, general and administrative expenses decreased to $71.1 million during the three months ended March 31, 2026 compared to $80.8 million during the three months ended March 31, 2025.

The $9.7 million decrease was primarily driven by a $3.1 million decrease in labor and labor-related expenses and a $6.6 million decrease in other miscellaneous expenses.

Other Operating Expenses Other operating expenses were $44.5 million and $31.1 million for the three months ended June 30, 2026 and 2025, respectively.

The increase was primarily driven by a $16.2 million increase in materials and supplies expenses within our manufacturing and engineering operations.

Depreciation and Amortization Expense Depreciation and amortization expense increased to $181.0 million during the three months ended June 30, 2026 compared to $179.5 million during the three months ended June 30, 2025.

The increase was primarily driven by depreciation associated with assets placed into service over the last twelve months partially offset by a reduction in depreciable asset balances associated with the reclassification of assets to held‑for‑sale during the first quarter of fiscal year 2026 within our North America Solutions and International Solutions segments.

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

Selling, General and Administrative Expense Selling, general and administrative expenses increased to $65.8 million during the three months ended June 30, 2026 compared to $65.5 million during the three months ended June 30, 2025.

Q3 FY26 FORM 10-Q | 35

Asset Impairment Charges Dur ing the three months ended March 31, 2026, we recorded a non-cash impairment charge of $26.1 million primarily related to certain assets that were reclassified as held‑for‑sale within our International Solutions segment.

Asset Impairment Charges During the three months ended June 30, 2026, we recorded a non-cash impairment charge of $1.2 million primarily related to certain assets that were reclassified as held‑for‑sale.

The reclassification required us to adjust the assets to their fair value, which corresponded to their scrap value, resulting in the impairment.

See Note 3—Property, Plant and Equipment for additional details related to the impairment charges.

Interest Expense Interest expenses were $25.8 million and $28.3 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease was mainly attributable to lower debt balances due to advanced payments on our unsecured term loan agreement .

See Note 5—Debt for additional details related to our debt agreements.

Gain on Investment Securities During the three months ended March 31, 2026, we recognized an aggregate gain of $14.4 million on investment securities.

The aggregate gain primarily consisted of a $19.5 million gain on our investment in Tamboran due to a change in the fair value of the investment.

The gain was partially offset by a $5.0 million loss on a geothermal equity security due to a change in the fair value of the investment.

During the three months ended March 31, 2025, we recognized a gain of $27.8 million on investment securities.

The aggregate gain primarily consisted of $14.4 million, $10.2 million, and $3.2 million of gains on various geothermal investments, our investment in Galileo, and our investment in Tamboran, respectively, due to changes in the fair value of the investments.

Income Taxes For the three months ended March 31, 2026, we recorded income tax expense of $9.3 million (which includes a discrete tax expense of $0.5 million primarily related to equity compensation and unrecognized tax benefits) compared to income tax expense of $41.5 million for the three months ended March 31, 2025.

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

During the three months ended June 30, 2025, we recorded a non-cash goodwill impairment charge of $173.3 million associated with our International Solutions and BENTEC™ reporting units.

Gain on Involuntary Conversion During the three months ended June 30, 2026, we recorded a gain of $13.6 million related to the involuntary conversion of one of our super-spec rigs in the North America Solutions segment.

For additional information regarding the involuntary conversion, refer to Note 3—Property, Plant and Equipment.

Other Gain (Loss) on Sale of Assets Other gain (loss) on sale of assets was $120.0 million and $(1.3) million for the three months ended June 30, 2026 and 2025, respectively.

The gain recognized in the three months ended June 30, 2026 consisted primarily of a $114.8 million gain on the sale of Utica Square.

For additional information regarding the sale of Utica Square, refer to Note 3—Property, Plant and Equipment.

Interest Expense Interest expenses was $24.4 million and $29.2 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease was mainly attributable to lower debt balances due to the repayment of our unsecured term loan agreement.

For additional information regarding our debt agreements, refer to Note 5—Debt.

Loss on Investment Securities During the three months ended June 30, 2026, we recognized an aggregate loss of $16.0 million on investment securities.

The aggregate loss primarily consisted of a $14.3 million loss on our investment in Tamboran due to changes in the fair value of the investment.

During the three months ended June 30, 2025, we recognized a loss of $0.3 million on investment securities.

Income Taxes For the three months ended June 30, 2026, we recorded income tax expense of $72.4 million (which includes a discrete tax benefit of $3.9 million primarily related to return provision adjustments) compared to income tax expense of $29.0 million (which includes a discrete tax expense of $1.3 million primarily related to return to provision adjustments, a decrease to the deferred state income tax rate and certain foreign taxes) for the three months ended June 30, 2025.

Our statutory federal income tax rate for fiscal year 2026 and 2025 is 21.0 percent (before incremental state and foreign taxes).

Q3 FY26 FORM 10-Q | 36

North America Solutions

Three Months Ended March 31,

Three Months Ended June 30,

(in thousands, except operating statistics) 2026 2025 % Change

5 unchanged sentences

Acquisition transaction and integration costs

Asset impairment charges — 1,507 (100.0)

Restructuring charges

393 1,849 (78.7)

Segment operating income $ 140,312 $ 157,649 (11.0)

7 unchanged sentences

Number of active rigs at the end of period 5

137 150 (8.7)

Number of available rigs at the end of period 202 224 (9.8)

9 unchanged sentences

(5) Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues were $517.2 million and $599.7 million in the three months ended March 31, 2026 and 2025, respectively.

Operating Revenues Operating revenues were $562.9 million and $592.2 million in the three months ended June 30, 2026 and 2025, respectively.

The decrease in operating revenues was primarily due to lower activity levels and per revenue day pricing levels.

Direct Operating Expenses Direct operating expenses decreased to $302.0 million during the three months ended March 31, 2026 as compared to $334.1 million during the three months ended March 31, 2025.

Direct Operating Expenses Direct operating expenses decreased to $321.7 million during the three months ended June 30, 2026 as compared to $326.0 million during the three months ended June 30, 2025.

This decrease was primarily due to lower activity levels as discussed above.

Q2 FY26 FORM 10-Q | 35

Depreciation and Amortization Expense Depreciation expense decreased to $83.0 million during the three months ended March 31, 2026 compared to $87.2 million during the three months ended March 31, 2025.

Depreciation and Amortization Expense Depreciation expense decreased to $83.2 million during the three months ended June 30, 2026 compared to $88.1 million during the three months ended June 30, 2025.

The decrease was primarily driven by a reduction in depreciable asset balances associated with the reclassification of assets to held‑for‑sale during the first quarter of fiscal year 2026.

See Note 3—Property, Plant and Equipment for additional details related to our held-for-sale assets.

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

Q3 FY26 FORM 10-Q | 37

International Solutions

Three Months Ended March 31,

Three Months Ended June 30,

(in thousands, except operating statistics) 2026 2025 % Change

4 unchanged sentences

Acquisition transaction and integration costs

1,198 210 470.5

Asset impairment charges 1,153 128,352 (99.1)

19 unchanged sentences

(5) Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues were $218.3 million and $247.9 million in the three months ended March 31, 2026 and 2025, respectively.

The $29.6 million decrease in operating revenues was primarily driven by lower activity levels, including the impact of a full‑period rig suspensions in Saudi Arabia during the three months ended March 31, 2026 compared to partial‑period rig suspensions during the three months ended March 31, 2025.

Direct Operating Expenses Direct operating expenses decreased to $206.8 million during the three months ended March 31, 2026 as compared to $221.0 million during the three months ended March 31, 2025.

The decrease was primarily driven by lower activity levels as discussed above.

Depreciation and Amortization Expense Depreciation expense increased to $79.3 million during the three months ended March 31, 2026 compared to $57.2 million during the three months ended March 31, 2025.

The increase was primarily driven by $19.0 million of incremental depreciation and amortization expense resulting from an additional 15 days of KCA Deutag operations during the three months ended March 31, 2026.

Operating Revenues Operating revenues were $250.1 million and $265.8 million in the three months ended June 30, 2026 and 2025, respectively.

The $15.7 million decrease in operating revenues was primarily driven by lower activity levels, partially offset by higher per revenue day pricing levels.

Direct Operating Expenses Direct operating expenses decreased to $219.1 million during the three months ended June 30, 2026 as compared to $231.7 million during the three months ended June 30, 2025.

The decrease was primarily driven by lower activity levels, partially offset by an increase in materials and supplies expense.

Depreciation and Amortization Expense Depreciation expense increased to $74.5 million during the three months ended June 30, 2026 compared to $66.7 million during the three months ended June 30, 2025.

The increase was primarily driven by depreciation associated with assets placed into service over the last twelve months offset by a decrease in depreciation due to changes in fleet composition.

Selling, General and Administrative Expense Selling, general and administrative expenses increased to $9.1 million during the three months ended June 30, 2026 compared to $5.0 million during the three months ended June 30, 2025.

The increase was primarily driven by a $4.8 million increase in labor and labor-related expenses.

The reclassification required us to adjust the assets to their fair value, which corresponded to their scrap value, resulting in the impairment.

See Note 3—Property, Plant and Equipment for additional details related to the impairment charges.

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

During the three months ended June 30, 2025, we recorded a non-cash goodwill impairment charge of $128.4 million associated with our International Solutions reporting unit.

Q3 FY26 FORM 10-Q | 38

Offshore Solutions

Three Months Ended March 31,

Three Months Ended June 30,

(in thousands, except operating statistics) 2026 2025 % Change

3 unchanged sentences

Selling, general and administrative expense 1,337 1,294 3.3

Acquisition transaction and integration costs

Restructuring charges

Segment operating income $ 16,800 $ 8,769 91.6

16 unchanged sentences

(5) Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues were $171.4 million and $149.1 million in the three months ended March 31, 2026 and 2025, respectively.

The increase was primarily driven by $19.1 million of incremental operating revenues resulting from an additional 15 days of KCA Deutag operations during the three months ended March 31, 2026.

Direct Operating Expenses Direct operating expenses increased to $144.5 million during the three months ended March 31, 2026 as compared to $122.9 million during the three months ended March 31, 2025.

The increase was primarily driven by $20.6 million of incremental direct operating expenses resulting from an additional 15 days of KCA Deutag operations during the three months ended March 31, 2026.

Operating Revenues Operating revenues were $174.4 million and $161.8 million during the three months ended June 30, 2026 and 2025, respectively.

The increase was primarily driven by increased activity associated with our management contracts.

Direct Operating Expenses Direct operating expenses increased to $145.2 million during the three months ended June 30, 2026 as compared to $139.0 million during the three months ended June 30, 2025.

The increase was primarily driven by increased activity levels as described above.

Other Operations

Results of our other operations, excluding corporate selling, general and administrative costs, and corporate depreciation, are as follows:

Three Months Ended March 31,

Three Months Ended June 30,

(in thousands) 2026 2025 % Change

3 unchanged sentences

1,842 2,010 (8.4)

Research and development — 212 (100.0)

Selling, general and administrative expense 2,516 2,383 5.6

Acquisition transaction and integration costs

Operating loss

Asset impairment charges

— 44,907 (100.0)

Restructuring charges

— 390 (100.0)

Operating income (loss) $ 1,344 $ (70,004) 101.9

Operating Revenues 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 rig property programs.

Operating revenues of $48.6 million and $45.5 million during the three months ended March 31, 2026 and 2025, respectively, consisted of $19.5 million and $17.9 million in intercompany premium revenues recorded by the Captives, respectively.

Operating revenues of $69.8 million and $42.9 million during the three months ended June 30, 2026 and 2025, respectively, consisted of $17.3 million and $16.3 million in intercompany premium revenues recorded by the Captives, respectively.

These revenues were eliminated upon consolidation.

Dur ing the three months ended March 31, 2026 and 2025, operating revenues also consisted of $26.4 million and $24.7 million from BENTEC's manufacturing and engineering operations, respectively, of which, $3.2 million and $7.9 million are related to intercompany revenues that were eliminated upon consolidation, respectively.

Dur ing the three months ended June 30, 2026 and 2025, operating revenues also consisted of $52.5 million and $23.7 million from BENTEC's manufacturing and engineering operations, respectively, of which, $4.4 million and $4.5 million are related to intercompany revenues that were eliminated upon consolidation, respectively.

Q3 FY26 FORM 10-Q | 39

Direct Operating Expenses Direct operating expenses of $50.6 million and $43.1 million during the three months ended March 31, 2026 and 2025, respectively, consisted of $3.7 million and $10.3 million, respectively, in adjustments to accruals for estimated losses allocated to the Captives, rig and casualty insurance premiums of $11.8 million and $11.2 million, respectively, and medical stop loss expenses of $4.1 million and $5.2 million, respectively.

Direct Operating Expenses Direct operating expenses of $64.1 million and $63.0 million during the three months ended June 30, 2026 and 2025, respectively, consisted of $(3.7) million and $29.3 million, respectively, in adjustments to accruals for estimated losses allocated to the Captives, rig and casualty insurance premiums of $12.6 million and $10.1 million, respectively, and medical stop loss expenses of $4.8 million and $4.4 million, respectively.

The change to accruals for estimated losses was primarily due to actuarial valuation adjustments by our third-party actuary.

During the three months ended March 31, 2026, direct operating expenses also consisted of $26.9 million from BENTEC's manufacturing and engineering operations, of which $3.2 million is related to intercompany expenses that were eliminated in consolidation.

During the three months ended March 31, 2025, direct operating expenses also consisted of $12.2 million from BENTEC's manufacturing and engineering operations.

Results of Operations for the Six Months Ended March 31, 2026 and 2025

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

During the three months ended June 30, 2026, direct operating expenses also consisted of $48.0 million from BENTEC's manufacturing and engineering operations, of which $4.4 million is related to intercompany expenses that were eliminated in consolidation.

During the three months ended June 30, 2025, direct operating expenses consisted of $20.6 million from BENTEC's manufacturing and engineering operations.

Asset Impairment Charges During the three months ended June 30, 2025, we recorded a non-cash goodwill impairment charge of $44.9 million associated with our BENTEC™ reporting unit.

Results of Operations for the Nine Months Ended June 30, 2026 and 2025

It is important to note that results presented for the nine months ended June 30, 2025 reflect a full 273 days of H&P operations and 166 days of KCA Deutag operations, as the Acquisition was completed on January 16, 2025.

Consolidated Results of Operations

Net Income (Loss) Attributable to Helmerich & Payne Inc.

We recorded a loss of $155.3 million ($(1.57) diluted share) for the six months ended March 31, 2026 compared to income of $56.4 million ($0.56 diluted share) for the six months ended March 31, 2025.

Operating Revenue During the six months ended March 31, 2026 and 2025, consolidated operating revenues were $1.9 billion and $1.7 billion, respectively.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $352.8 million of revenue during the six months ended March 31, 2026.

Net Loss Attributable to Helmerich & Payne Inc.

We recorded a loss of $79.6 million ($(0.81) diluted share) for the nine months ended June 30, 2026 compared to a loss of $106.3 million ($(1.08) diluted share) for the nine months ended June 30, 2025.

Operating Revenue During the nine months ended June 30, 2026 and 2025, consolidated operating revenues were $3.0 billion and $2.7 billion, respectively.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $367.3 million of revenue during the nine months ended June 30, 2026.

The increase was partially offset by lower activity levels in the North America Solutions segment.

Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses were $1.3 billion and $1.1 billion for the six months ended March 31, 2026 and 2025, respectively.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $296.5 million of direct operating expenses during the six months ended March 31, 2026.

Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses were $2.0 billion and $1.8 billion for the nine months ended June 30, 2026 and 2025, respectively.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $316.7 million of direct operating expenses during the nine months ended June 30, 2026.

The increase was partially offset by lower activity levels in the North America Solutions segment.

Other Operating Expenses Other operating expenses were $56.1 million and $4.6 million for the six months ended March 31, 2026 and 2025, respectively.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $51.3 million of costs associated with BENTEC™ manufacturing and engineering operations during the six months ended March 31, 2026.

Depreciation and Amortization Expense Depreciation and amortization expense increased to $362.7 million during the six months ended March 31, 2026 compared to $256.7 million during the six months ended March 31, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $101.6 million of depreciation and amortization expense during the six months ended March 31, 2026.

Selling, General and Administrative Expense Selling, general and administrative expenses decreased to $141.5 million during the six months ended March 31, 2026 compared to $143.9 million during the six months ended March 31, 2025.

Asset Impairment Charges Dur ing the six months ended March 31, 2026, we recorded a non-cash impairment charge of $129.2 million primarily related to certain assets that were reclassified as held‑for‑sale within our North America Solutions, International Solutions, and Offshore Solutions segments.

Other Operating Expenses Other operating expenses were $100.5 million and $35.7 million for the nine months ended June 30, 2026 and 2025, respectively.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $65.9 million of costs associated with BENTEC™ manufacturing and engineering operations during the nine months ended June 30, 2026.

Depreciation and Amortization Expense Depreciation and amortization expense increased to $543.6 million during the nine months ended June 30, 2026 compared to $436.2 million during the nine months ended June 30, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $106.8 million of depreciation and amortization expense during the nine months ended June 30, 2026.

Selling, General and Administrative Expense Selling, general and administrative expenses decreased to $207.4 million during the nine months ended June 30, 2026 compared to $209.4 million during the nine months ended June 30, 2025.

The decrease was primarily driven by overall cost reductions, partially offset by higher selling, general and administrative expenses within our operating segments, including the impact of expanded operations following the completion of the Acquisition.

Asset Impairment Charges Dur ing the nine months ended June 30, 2026, we recorded a non-cash impairment charge of $130.3 million primarily related to certain assets that were reclassified as held‑for‑sale within our North America Solutions, International Solutions, and Offshore Solutions segments.

The reclassifications required us to adjust the assets to their fair value, which corresponded to their scrap value, resulting in the impairment.

See Note 3—Property, Plant and Equipment for additional details related to the impairment charges.

Interest Expense Interest expenses were $51.4 million and $50.6 million for the six months ended March 31, 2026 and 2025, respectively.

See Note 5—Debt for additional details related to our debt agreements.

Gain on Investment Securities During the six months ended March 31, 2026, we recognized an aggregate gain of $15.3 million on investment securities.

The aggregate gain primarily consisted of a $21.0 million gain on our investment in Tamboran due to a change in the fair value of the investment.

The gain was partially offset by a $5.0 million loss on a geothermal equity security due to a change in the fair value of the investment.

During the six months ended March 31, 2025, we recognized an aggregate gain of $14.4 million on investment securities.

The aggregate gain primarily consisted of $14.4 million, $10.2 million, and $2.1 million of gains on various geothermal investments, our investment in Galileo, and our investment in Tamboran, respectively, due to changes in the fair value of the investments.

The gain was partially offset by a $12.4 million loss on our sale of equity investments in ADNOC Drilling.

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

During the nine months ended June 30, 2025, we recorded asset impairment charges of $175.1 million primarily driven by a non-cash goodwill impairment charge of $173.3 million associated with our International Solutions and BENTEC™ reporting units.

Gain on Involuntary Conversion During the nine months ended June 30, 2026, we recorded a gain of $13.6 million related to the involuntary conversion of one of our super-spec rigs in the North America Solutions segment.

For additional information regarding the involuntary conversion, refer to Note 3—Property, Plant and Equipment.

Other Gain (Loss) on Sale of Assets Other gain (loss) on sale of assets was $119.4 million and $(2.1) million for the nine months ended June 30, 2026 and 2025, respectively.

The gain recognized in the nine months ended June 30, 2026 consisted primarily of a $114.8 million gain on the sale of Utica Square.

For additional information regarding the sale of Utica Square, refer to Note 3—Property, Plant and Equipment.

Q3 FY26 FORM 10-Q | 40

Income Taxes For the six months ended March 31, 2026, we recorded income tax expense of $20.5 million (which includes a discrete tax expense of $4.8 million primarily related to equity compensation and unrecognized tax benefits) compared to income tax expense of $63.1 million (which includes a discrete tax expense of $0.7 million related to equity compensation) for the six months ended March 31, 2025.

Interest Expense Interest expenses was $75.9 million and $79.8 million for the nine months ended June 30, 2026 and 2025, respectively.

The decrease was mainly attributable to lower debt balances due to the repayment of our unsecured term loan agreement.

For additional information regarding our debt agreements, refer to Note 5—Debt.

Gain (Loss) on Investment Securities During the nine months ended June 30, 2026, we recognized an aggregate loss of $0.7 million on investment securities.

The aggregate loss primarily consisted of a $5.0 million loss on a geothermal equity security and a $1.2 million loss on other equity securities, each resulting from changes in fair value, and a $1.2 million loss associated with a blue-chip swap transaction.

The aggregate loss was partially offset by a $6.7 million gain on our investment in Tamboran due to a change in the fair value of the investment.

During the nine months ended June 30, 2025, we recognized an aggregate gain of $14.1 million on investment securities.

The aggregate gain consisted of $15.0 million, $10.2 million, and $1.3 million of gains on various geothermal investments, our investment in Galileo, and our investment in Tamboran, respectively, due to changes in the fair value of the investments.

The gain was partially offset by a $12.4 million loss on our sale of equity investments in ADNOC Drilling.

Income Taxes For the nine months ended June 30, 2026, we recorded income tax expense of $92.9 million (which includes a discrete tax expense of $0.9 million primarily related to equity compensation, return to provision adjustments, and unrecognized tax benefits) compared to income tax expense of $92.1 million (which includes a discrete tax expense of $2.1 million related to equity compensation, return to provision adjustments, a decrease to the deferred state income tax rate and certain foreign taxes) for the nine months ended June 30, 2025.

Our statutory federal income tax rate for fiscal year 2026 and 2025 is 21.0 percent (before incremental state and foreign taxes).

North America Solutions

Six Months Ended March 31,

Nine Months Ended June 30,

(in thousands, except operating statistics) 2026 2025 % Change

7 unchanged sentences

Restructuring charges

795 1,849 (57.0)

Segment operating income $ 287,855 $ 461,803 (37.7)

7 unchanged sentences

Number of active rigs at the end of period 5

137 150 (8.7)

Number of available rigs at the end of period 202 224 (9.8)

9 unchanged sentences

(5) Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues were $1.1 billion and $1.2 billion in the six months ended March 31, 2026 and 2025, respectively.

Operating Revenues Operating revenues were $1.6 billion and $1.8 billion during the nine months ended June 30, 2026 and 2025, respectively.

The decrease in operating revenues was primarily due to lower activity levels and per revenue day pricing levels.

Direct Operating Expenses Direct operating expenses decreased to $627.2 million during the six months ended March 31, 2026 as compared to $666.4 million during the six months ended March 31, 2025.

Direct Operating Expenses Direct operating expenses decreased to $948.9 million during the nine months ended June 30, 2026 as compared to $992.5 million during the nine months ended June 30, 2025.

This decrease was primarily due to lower activity levels as discussed above.

Depreciation and Amortization Expense Depreciation expense decreased to $167.2 million during the six months ended March 31, 2026 compared to $175.5 million during the six months ended March 31, 2025.

Q3 FY26 FORM 10-Q | 41

Depreciation and Amortization Expense Depreciation expense decreased to $250.4 million during the nine months ended June 30, 2026 compared to $263.6 million during the nine months ended June 30, 2025.

The decrease was primarily driven by a reduction in depreciable asset balances associated with the reclassification of assets to held‑for‑sale during the first quarter of fiscal year 2026.

See Note 3—Property, Plant and Equipment for additional details related to our held-for-sale assets.

Asset Impairment Charges Dur ing the six months ended March 31, 2026, we recorded a non-cash impairment charge of $97.9 million primarily related to certain assets that were reclassified as held‑for‑sale.

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

Asset Impairment Charges Dur ing the nine months ended June 30, 2026, we recorded a non-cash impairment charge of $97.9 million primarily related to certain assets that were reclassified as held‑for‑sale.

The reclassification required us to adjust the assets to their fair value, which corresponded to their scrap value, resulting in the impairment.

See Note 3—Property, Plant and Equipment for additional details related to the impairment charges.

Q2 FY26 FORM 10-Q | 39

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

International Solutions

Six Months Ended March 31,

Nine Months Ended June 30,

(in thousands, except operating statistics) 2026 2025 % Change

26 unchanged sentences

(5) Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues were $452.6 million and $295.4 million in the six months ended March 31, 2026 and 2025, respectively.

The $157.2 million increase in operating revenues was primarily driven by additional $110.3 million in revenue generated from expanded operations following the Acquistion, and an additional $35.6 million in revenue from increased FlexRig ® activity in Saudi Arabia, which began operations during the first quarter of fiscal year 2025.

Direct Operating Expenses Direct operating expenses increased to $412.4 million during the six months ended March 31, 2026 as compared to $275.4 million during the six months ended March 31, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $124.0 million in direct operating expenses.

Additionally, direct operating expenses increased by $5.4 million attributable to increased FlexRig ® activity in Saudi Arabia.

Depreciation and Amortization Expense Depreciation expense increased to $157.4 million during the six months ended March 31, 2026 compared to $62.0 million during the six months ended March 31, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $86.4 million in depreciation and amortization expense during the six months ended March 31, 2026.

Asset Impairment Charges Dur ing the six months ended March 31, 2026, we recorded a non-cash impairment charge of $26.1 million primarily related to certain assets that were reclassified as held‑for‑sale.

Operating Revenues Operating revenues were $702.7 million and $561.2 million during the nine months ended June 30, 2026 and 2025, respectively.

The $141.5 million increase in operating revenues was primarily due to higher revenues from our Middle East and Latin America operations of $117.4 million and $19.8 million, respectively, reflecting increased operational scale and activity following the Acquisition.

Direct Operating Expenses Direct operating expenses increased to $631.5 million during the nine months ended June 30, 2026 as compared to $507.1 million during the nine months ended June 30, 2025.

The increase in operating expenses was primarily due to higher operating expenses from our Middle East and Latin America operations of $76.4 million and $25.5 million, respectively, reflecting increased operational scale and activity following the Acquisition.

Depreciation and Amortization Expense Depreciation expense increased to $231.9 million during the nine months ended June 30, 2026 compared to $128.7 million during the nine months ended June 30, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $96.1 million in depreciation and amortization expense.

Asset Impairment Charges Dur ing the nine months ended June 30, 2026, we recorded a non-cash impairment charge of $27.3 million primarily related to certain assets that were reclassified as held‑for‑sale.

The reclassification required us to adjust the assets to their fair value, which corresponded to their scrap value, resulting in the impairment.

See Note 3—Property, Plant and Equipment for additional details related to the impairment charges.

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

During the nine months ended June 30, 2025, we recorded a non-cash goodwill impairment charge of $128.4 million associated with our International Solutions reporting unit.

Q3 FY26 FORM 10-Q | 42

Offshore Solutions

Six Months Ended March 31,

Nine Months Ended June 30,

(in thousands, except operating statistics) 2026 2025 % Change

6 unchanged sentences

Asset impairment charges 2,128 — —

Restructuring charges

Segment operating income $ 47,252 $ 29,649 59.4

16 unchanged sentences

(5) Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues were $359.7 million and $178.3 million in the six months ended March 31, 2026 and 2025, respectively.

Operating Revenues Operating revenues were $534.1 million and $340.1 million in the nine months ended June 30, 2026 and 2025, respectively.

The $194.0 million increase in operating revenues was primarily driven by an additional $181.8 million in revenue generated from expanded operations following the Acquisition.

Direct Operating Expenses Direct operating expenses increased to $301.8 million during the six months ended March 31, 2026 as compared to $145.6 million during the six months ended March 31, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $154.7 million in direct operating expenses during the six months ended March 31, 2026.

Depreciation and Amortization Expense Depreciation expense increased to $20.7 million during the six months ended March 31, 2026 compared to $9.8 million during the six months ended March 31, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $12.2 million of depreciation and amortization expense during the six months ended March 31, 2026.

Asset Impairment Charges Dur ing the six months ended March 31, 2026, we recorded a non-cash impairment charge of $2.1 million related to certain assets that were reclassified as held‑for‑sale.

Direct Operating Expenses Direct operating expenses increased to $447.0 million during the nine months ended June 30, 2026 as compared to $284.6 million during the nine months ended June 30, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $156.9 million in direct operating expenses during the nine months ended June 30, 2026.

Depreciation and Amortization Expense Depreciation expense increased to $31.7 million during the nine months ended June 30, 2026 compared to $22.4 million during the nine months ended June 30, 2025.

The increase was primarily driven by completion of the Acquisition, resulting in an additional $11.0 million of depreciation and amortization expense during the nine months ended June 30, 2026.

Asset Impairment Charges Dur ing the nine months ended June 30, 2026, we recorded a non-cash impairment charge of $2.1 million related to certain assets that were reclassified as held‑for‑sale.

The reclassification required us to adjust the assets to their fair value, which corresponded to their scrap value, resulting in the impairment.

See Note 3—Property, Plant and Equipment for additional details related to the impairment charges

For additional information regarding our held-for-sale assets, refer to Note 3—Property, Plant and Equipment.

Q3 FY26 FORM 10-Q | 43

1 unchanged sentence

Results of our other operations, excluding corporate selling, general and administrative costs, and corporate depreciation, are as follows:

Six Months Ended March 31,

Nine Months Ended June 30,

(in thousands) 2026 2025 % Change

8 unchanged sentences

Asset impairment charges

3,036 44,907 (93.2)

Restructuring charges

Operating loss

273 390 (30.0)

Operating loss $ (7,276) $ (70,605) 89.7

Operating revenues of $106.5 million and $64.8 million during the six months ended March 31, 2026 and 2025, respectively, consisted of $37.9 million and $34.5 million in intercompany premium revenues recorded by the Captives, respectively.

Operating revenues of $176.3 million and $107.7 million during the nine months ended June 30, 2026 and 2025, respectively, consisted of $55.2 million and $50.8 million in intercompany premium revenues recorded by the Captives, respectively.

These revenues were eliminated upon consolidation.

Dur ing the six months ended March 31, 2026 and 2025, operating revenues also consisted of $63.3 million and $24.7 million from BENTEC's manufacturing and engineering operations, respectively, of which, $6.8 million and $7.9 million are related to intercompany revenues that were eliminated upon consolidation, respectively.

Direct Operating Expenses Direct operating expenses of $100.3 million and $60.8 million during the six months ended March 31, 2026 and 2025, respectively, consisted of $2.1 million and $14.2 million, respectively, in adjustments to accruals for estimated losses allocated to the Captives, rig and casualty insurance premiums of $23.3 million and $21.7 million, respectively, and medical stop loss expenses of $6.7 million and $10.4 million, respectively.

Dur ing the nine months ended June 30, 2026 and 2025, operating revenues also consisted of $115.8 million and $48.3 million from BENTEC's manufacturing and engineering operations, respectively, of which, $11.2 million and $12.4 million are related to intercompany revenues that were eliminated upon consolidation, respectively.

Direct Operating Expenses Direct operating expenses of $164.4 million and $123.8 million during the nine months ended June 30, 2026 and 2025, respectively, consisted of $(1.6) million and $43.5 million, respectively, in adjustments to accruals for estimated losses allocated to the Captives, rig and casualty insurance premiums of $35.9 million and $31.8 million, respectively, and medical stop loss expenses of $11.5 million and $14.8 million, respectively.

The change to accruals for estimated losses was primarily due to actuarial valuation adjustments by our third-party actuary.

During the six months ended March 31, 2026, direct operating expenses also consisted of $60.6 million from BENTEC's manufacturing and engineering operations, of which $6.8 million is related to intercompany expenses that were eliminated in consolidation.

During the six months ended March 31, 2025, direct operating expenses also consisted of $12.2 million from BENTEC's manufacturing and engineering operations.

Asset Impairment Charges Dur ing the six months ended March 31, 2026, 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.

During the nine months ended June 30, 2026, direct operating expenses also consisted of $108.6 million from BENTEC's manufacturing and engineering operations, of which $11.2 million is related to intercompany expenses that were eliminated in consolidation.

During the nine months ended June 30, 2025, direct operating expenses consisted of $32.8 million from BENTEC's manufacturing and engineering operations.

Asset Impairment Charges Dur ing the nine months ended June 30, 2026, 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.

During the nine months ended June 30, 2025, we recorded a non-cash goodwill impairment charge of $44.9 million associated with our BENTEC™ reporting unit.

Liquidity and Capital Resources

12 unchanged sentences

Q3 FY26 FORM 10-Q | 44

In the future, we may redeem, purchase, exchange or otherwise acquire certain of our outstanding debt through redemptions, exchanges for other debt, in open market purchases, privately negotiated transactions or otherwise.

Such calls, repurchases, exchanges or redemptions, if any, may be material and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Our cash flows fluctuate depending on a number of factors, including, among others, the number of our drilling rigs under contract, the revenue we receive under those contracts, the efficiency with which we operate our drilling rigs, the timing of collections on outstanding accounts receivable, the timing of payments to our vendors for operating costs, and capital expenditures.

As our revenues increase, net working capital is typically a use of capital, while conversely, as our revenues decrease, net working capital is typically a source of capital.

Net working capital (defined as current assets less current liabilities) was $609.4 million and $650.6 million as of March 31, 2026 and September 30, 2025, respectively.

As of March 31, 2026, we had cash and cash equivalents of $177.2 million and short-term investments of $22.0 million.

Our cash flows for the six months ended March 31, 2026, and 2025 are presented below:

Six Months Ended

Net working capital (defined as current assets less current liabilities) was $770.0 million and $650.6 million as of June 30, 2026 and September 30, 2025, respectively.

As of June 30, 2026, we had cash and cash equivalents of $204.4 million and short-term investments of $27.0 million.

Our cash flows for the nine months ended June 30, 2026, and 2025 are presented below:

Nine Months Ended

(in thousands) 2026 2025

4 unchanged sentences

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)

Operating Activities

Cash flows provided by operating activities were $219.0 million and $214.4 million for the six months ended March 31, 2026 and 2025, respectively.

Cash flows provided by operating activities were $372.7 million and $336.0 million for the nine months ended June 30, 2026 and 2025, respectively.

The change in cash provided by operating activities is primarily attributable to increased activity resulting from the completion of the Acquisition.

Net cash outflows related to the change in working capital was $107.8 million and $55.0 million for the six months ended March 31, 2026 and 2025, respectively.

Net cash outflows related to the change in working capital was $76.5 million and $101.9 million for the nine months ended June 30, 2026 and 2025, respectively.

Investing Activities

Capital Expenditures Our capital expenditures during the six months ended March 31, 2026 were $130.4 million compared to $265.2 million during the six months ended March 31, 2025.

Capital Expenditures Our capital expenditures during the nine months ended June 30, 2026 were $200.2 million compared to $362.2 million during the nine months ended June 30, 2025.

The decrease in capital expenditures is driven by lower equipment overhauls and certain long-term projects.

Net Purchases and Sales of Short-Term Investments Our net purchases of short-term investments during the six months ended March 31, 2026 were $2.0 million compared to net sales of $261.6 million during the six months ended March 31, 2025.

The activity during the six months ended March 31, 2025 is primarily driven by $193.3 million of net proceeds received from the liquidation of shares in ADNOC Drilling and our ongoing liquidity management.

Payment for the Acquisition of Business, Net of Cash Received During the six months ended March 31, 2025, H&P completed the Acquisition by paying approximately $2.0 billion in cash.

Net Purchases and Sales of Short-Term Investments Our net purchases of short-term investments during the nine months ended June 30, 2026 were $7.1 million compared to net sales of $261.4 million during the nine months ended June 30, 2025.

The activity during the nine months ended June 30, 2025 is primarily driven by $193.3 million of net proceeds received from the liquidation of shares in ADNOC Drilling and our ongoing liquidity management.

Net Purchases and Sales of Long-Term Investments Our purchases of long-term investments during the nine months ended June 30, 2026 were $2.2 million compared to net sales of $29.9 million during the nine months ended June 30, 2025.

The activity during the nine months ended June 30, 2025 is primarily driven by $27.1 million and $4.9 million of proceeds received from the liquidation of one of our equity security investments and one of our debt security investments, respectively.

Payment for the Acquisition of Business, Net of Cash Received During the nine months ended June 30, 2025, H&P completed the Acquisition by paying approximately $2.0 billion in cash.

This included acquiring $196.7 million in cash and cash equivalents, resulting in a net cash payment of $1.8 billion.

Sale of Assets Our proceeds from asset sales during the six months ended March 31, 2026 were $21.8 million compared to proceeds of $26.1 million during the six months ended March 31, 2025.

The decrease in proceeds is mainly driven by lower reimbursement from customers for lost or damaged drill pipe and other used drilling equipment.

Sale of Assets Our proceeds from asset sales during the nine months ended June 30, 2026 were $35.8 million compared to proceeds of $34.9 million during the nine months ended June 30, 2025.

Proceeds from Sale of Real Estate Assets During the nine months ended June 30, 2026 we completed the sale of Utica Square, which resulted in net proceeds of approximately $127.7 million.

For additional information regarding the sale of Utica Square, refer to Note 3—Property, Plant and Equipment.

Q3 FY26 FORM 10-Q | 45

Financing Activities

Dividends We paid cash dividends of $0.50 per share during the six months ended March 31, 2026 and 2025.

Total dividends paid were $50.7 million and $50.3 million during the six months ended March 31, 2026 and 2025, respectively.

Dividends We paid cash dividends of $0.75 per share during the nine months ended June 30, 2026 and 2025.

Total dividends paid were $76.1 million and $75.5 million during the nine months ended June 30, 2026 and 2025, respectively.

Debt Issuance Proceeds On January 16, 2025, we received $400.0 million of proceeds from the Term Loan Credit Agreement.

During the six months ended March 31, 2025 , the Company received the final draw down of $1.4 million on the 2024 Oman facility.

During the nine months ended June 30, 2025, the Company received the final draw down of $1.4 million on the 2024 Oman facility.

The receipt of funds from the 2024 Oman facility is reflected in Other within cash flows from financing activities of the Unaudited Condensed Consolidated Statements of Cash Flows.

For additional information regarding debt issuance, refer to Note 5—Debt.

Q2 FY26 FORM 10-Q | 43

Debt Payments During the six months ended March 31, 2026, the Company repaid $60.0 million of the outstanding balance on the Term Loan Credit Agreement compared to $25.0 million repaid d uring the six months ended March 31, 2025.

Additionally, during the six months ended March 31, 2026, the Company repaid an aggregate of $3.4 million under its 2024 and 2023 Oman facilities compared to an aggregate of $1.7 million repaid d uring the six months ended March 31, 2025.

Debt Payments During the nine months ended June 30, 2026, the Company repaid $200.0 million of the outstanding balance on the Term Loan Credit Agreement compared to $73.0 million repaid d uring the nine months ended June 30, 2025.

Additionally, during the nine months ended June 30, 2026, the Company repaid an aggregate of $5.1 million under its 2024 and 2023 Oman facilities compared to an aggregate of $3.4 million repaid d uring the nine months ended June 30, 2025.

The repayments for the Oman facilities are reflected in Other within cash flows from financing activities of the Unaudited Condensed Consolidated Statements of Cash Flows.

24 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.

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 | 46

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.

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.

16 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.

Future Cash Requirements

2 unchanged sentences

If needed, we may decide to obtain additional funding from our $950.0 million Amended Credit Facility.

Our indebtedness under our unsecured senior notes totaled $1.8 billion at March 31, 2026 and comprised of the following maturities:

Our indebtedness under our unsecured senior notes totaled $1.8 billion at June 30, 2026 and comprised of the following maturities:

$350.0 million due December 2027, $350.0 million due December 2029, $550.0 million due September 2031, and $550.0 million due December 2034.

Our indebtedness under our unsecured term loan credit agreement totaled $140.0 million at March 31, 2026 and was fully repaid in April 2026.

Our indebtedness under our secured term loan credit agreements totaled $79.5 million at March 31, 2026, of which $6.9 million is due within one year, and the remaining balance is required to be paid on a quarterly basis through the respective maturity dates of December 2033 and December 2034.

Our indebtedness under our secured term loan credit agreements totaled $77.7 million at June 30, 2026, of which $6.9 million is due within one year, and the remaining balance is required to be paid on a quarterly basis through the respective maturity dates of December 2033 and December 2034.

This debt was allocated specifically to finance rig construction activities in Oman.

As of March 31, 2026, we had a $617.9 million deferred tax liability on our Unaudited Condensed Consolidated Balance Sheets, primarily related to temporary differences between the financial and income tax basis of property, plant and equipment.

As of June 30, 2026, we had a $592.4 million deferred tax liability on our Unaudited Condensed Consolidated Balance Sheets, primarily related to temporary differences between the financial and income tax basis of property, plant and equipment.

Our capital expenditures over the last several years have been subject to accelerated depreciation methods (including bonus depreciation) available under the Internal Revenue Code of 1986, as amended, enabling us to defer a portion of cash tax payments to future years.

1 unchanged sentence

We expect to be able to meet any such obligations utilizing cash and investments on hand, as well as cash generated from ongoing operations.

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

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

Material Commitments

Material commitments as reported in our 2025 Annual Report on Form 10-K have not changed significantly as of March 31, 2026, other than those disclosed in Note 5—Debt and Note 11—Commitments and Contingencies to the Unaudited Condensed Consolidated Financial Statements.

As stated in Note 13—Subsequent Events, 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.

Q2 FY26 FORM 10-Q | 46

Material commitments as reported in our 2025 Annual Report on Form 10-K have not changed significantly as of June 30, 2026, other than those disclosed in Note 5—Debt and Note 11—Commitments and Contingencies to the Unaudited Condensed Consolidated Financial Statements.

Critical Accounting Policies and Estimates

1 unchanged sentence

Based on management's evaluation, there have been no material changes in these critical accounting policies and estimates.

Q3 FY26 FORM 10-Q | 48

Recently Issued Accounting Standards

10 unchanged sentences

GAAP that is most directly comparable to direct margin.

Three Months Ended Six Months Ended

March 31, March 31, March 31, March 31,

Three Months Ended Nine Months Ended

June 30, June 30, June 30, June 30,

(in thousands) 2026 2025 2026 2025

7 unchanged sentences

Restructuring charges

393 1,849 795 1,849

Direct margin (Non-GAAP) $ 241,216 $ 266,172 $ 695,228 $ 797,591

14 unchanged sentences

Acquisition transaction and integration costs

352 60 925 60

Asset impairment charges — — 2,128 —

Restructuring charges

Direct margin (Non-GAAP) $ 29,218 $ 22,773 $ 87,103 $ 55,498

1 unchanged sentence

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 2. Management’s Discussion and Analysis