Helmerich & Payne, Inc. (HP) Business

ITEM 1. BUSINESS

Overview

Helmerich & Payne, Inc. ("H&P," which, together with its subsidiaries, is identified as the “Company,” “we,” “us” or “our,” except where stated or the context requires otherwise) was incorporated under the laws of the State of Delaware on February 3, 1940 and is successor to a business originally organized in 1920. We provide 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. We are an important partner for a number of oil and gas exploration and production companies, but we focus primarily on the drilling segment of the oil and gas production value chain. Our technology services focus on developing, promoting and commercializing technologies designed to improve the efficiency and accuracy of drilling operations, as well as wellbore quality and placement.

KCA Deutag Acquisition

On January 16, 2025 (the “Closing Date” or "Acquisition Date"), H&P completed its acquisition of the entire issued share capital (the "Acquisition") of KCA Deutag International Limited ("KCA Deutag") pursuant to the Sale and Purchase Agreement (the "Purchase Agreement"). H&P paid aggregate cash consideration of approximately $2.0 billion, which consisted of the share purchase price of $0.9 billion and $1.1 billion which was used to contemporaneously repay or redeem certain of KCA Deutag's existing debt, including, as applicable, the payment of all accrued and unpaid interest, premiums, and fees.

KCA Deutag is a diverse global drilling company. The company derives a significant portion of its revenues and cash flow from its land operations and has a substantial land drilling presence in the Middle East with additional operations in South America, Europe, and Northern Africa. In addition to its land operations, the company has asset-light offshore management contract operations in the North Sea, Angola, Azerbaijan and Canada. Management contract operations provide services to customer platforms where the customer owns the drilling rig. KCA Deutag’s BENTEC™ (formally Kenera) business unit comprises manufacturing and engineering operations with four facilities serving the energy industry.

Subsequent to September 30, 2025, we announced the rebranding of KCA Deutag’s Kenera business unit to BENTEC™. The BENTEC™ name, already recognized in the market, will now represent all products and services previously associated with Kenera and its sub-brands. Accordingly, throughout this document and in future references, Kenera will be referred to as BENTEC™.

Our Segments

During the second quarter of fiscal year 2025, the naming convention for one of our reportable segments changed from Offshore Gulf of Mexico to Offshore Solutions. Beginning on the Closing Date, Offshore Solutions now includes the results from the acquired KCA Deutag offshore management contract operations. Similarly, our International Solutions segment now includes the results from the acquired KCA Deutag land operations. Operating results related to KCA Deutag's BENTEC™ business unit are included in "Other" along with results from our real estate operations and our wholly-owned captive insurance companies. Our North America Solutions operating segment remains unchanged. Refer to Note 17—Business Segments and Geographic Information for further details on our reportable segments.

Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand. Our International Solutions operations are conducted in major international oil and gas markets, primarily in the Middle East and Latin America. Our Offshore Solutions operations consist of asset-light offshore management contracts and contracted rig platforms located in U.S. federal waters, the North Sea and Norwegian Sea off the coast of Norway, Caspian Sea and other international waters.

Our "Other" operations is comprised of our BENTEC™ manufacturing and engineering activities, our real estate operations, and our wholly-owned captive insurance companies. BENTEC™ operates four facilities that serve the energy industry. We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Our real estate investments include a shopping center containing approximately 372,000 leasable square feet and approximately 176 acres of undeveloped real estate. Our wholly owned captive insurance companies (the “Captives”) are primarily used to fund self-insured retentions ("SIRs") and deductibles for our workers’ compensation, general liability, automobile liability, rig property and a medical stop-loss program. To mitigate the financial impact of significant events, the Company and the Captives maintain excess property and casualty reinsurance programs with third-party insurers.

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Drilling Fleet

The following map shows the number of available rigs by basin in our North America Solutions reportable segment as of September 30, 2025:

The following table sets forth certain information concerning our North America Solutions drilling rigs as of September 30, 2025:

(1)AC drive, minimum of 1,500 horsepower drawworks, minimum of 750,000 lbs. hookload rating, 7,500 psi mud circulating system, and multiple-well pad capability.

(2)AC drive, 1,500 horsepower drawworks, 500,000 or 750,000 lbs. hookload rating, 5,000 or 7,500 psi mud circulating system, may or may not have multiple-well pad capability.

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The following table sets forth certain information concerning our International Solutions drilling rigs as of September 30, 2025:

(1)`Desert rigs are designed for reliable drilling in extreme weather conditions, specifically in harsh and remote desert environments. Mobile desert rigs are designed for easy transport and quick on-site rig-up while stationary desert rigs are deployed for longer term drilling. Depending on the draw works, these rigs typically feature a mast hook load capacity ranging from 500,000 to 2,000,000 lbs. Powered by dependable Caterpillar engines and equipped with mud pumps that operate at a working pressure of 5,000 to 7,500 psi, they deliver optimal performance under the toughest conditions.

(2)The FlexRig® 3 is equipped with an AC drive, 1,500 horsepower drawworks, and a 750,000 lb. hookload rating. It can be equipped with an optional skid or walking system, third mud pump, and 7,500 psi high pressure mud system. Nine rigs in Argentina are equipped with skid systems, a third mud pump and 7,500 psi high pressure mud systems.

(3)The FlexRig® 4 model has a small footprint and is designed to be highly mobile. The rig is equipped with a 300,000 lb. mast, 400HP top drive and two mud pumps. Range 3 drill pipe is used without setback. The rig is capable of horizontal and vertical drilling, but is primarily used for vertical drilling.

(4)A silicon-controlled-rectifier (“SCR”) system converts alternate current (“AC”) produced by one or more AC generator sets into direct current (“DC”). The SCR rigs are equipped with 3,000 horsepower drawworks to drill deep conventional wells.

(5)Includes 27 rigs as of September 30, 2025 that are contracted but not earning revenue due to contract suspensions.

(6)Includes two leased rigs generating revenue as of September 30, 2025.

The following table sets forth certain information concerning our Offshore Solutions drilling rigs as of September 30, 2025:

(1)Shallow water rigs operate on fixed facilities and deep water rigs operate on floating facilities.

(2)Rigs are idle, stacked on land and not in state waters.

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Drilling Services and Solutions

We are the largest provider of super-spec AC drive land rigs in the Western Hemisphere. Following our acquisition of KCA Deutag in January 2025, we have significantly expanded our global operations and now maintain a presence across the Middle East, South America, Europe, and Africa. Our operations span both land and offshore drilling markets, enabling us to serve a more diverse and geographically distributed customer base.

We operate principally in North America and specialize in shale and unconventional resource plays, drilling challenging and complex wells in oil and gas producing basins. In the United States, our customers include a diverse mix of large independent, major, mid-sized and small cap oil companies as well as private independent companies (including those backed by private equity), primarily focused on unconventional shale basins.

Internationally, our customer base has expanded to include major international and national oil companies across the Middle East, Europe, Africa, and Latin America. The acquisition has also enhanced our offshore capabilities, particularly in the North Sea and Northern Africa, and has positioned us to deliver greater earnings visibility, cash flow generation, and long-term value creation.

Revenue from drilling services performed for our largest drilling customer totaled approximately 12.0 percent ($451.3 million) and 11.0 percent ($302.6 million) of our total consolidated revenues during fiscal years 2025 and 2024, respectively. We did not have any individual customers that represented 10% or more of our total consolidated revenues in fiscal year 2023.

The following table presents operating statistics for the fiscal years 2025, 2024, and 2023:

(1)Defined as the number of contractual days for owned and leased rigs with recognized revenue during the period.

(2)Active rigs generate revenue for the Company; accordingly 'average active rigs' represents the average number of rigs generating revenue during the applicable period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e. 365 days). This includes the impact of downsizing our fleet and/or rigs that have been reclassified to assets held-for-sale. See Note 4—Property, Plant and Equipment to our Consolidated Financial Statements.

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

Our Segments

North America Solutions Segment

We believe we operate the largest and most technologically advanced AC drive drilling rig fleet in North America and have a presence in most of the U.S. shale and unconventional basins. We have the leading market share in at least two of the most active oil basins, which include the Permian Basin and Eagle Ford Shale. All of our active rigs are capable of drilling horizontal or directional wells. As of September 30, 2025, we had approximately 24.0 percent of the total market share in U.S. land drilling and approximately 33.7 percent of the super-spec market share in U.S. land drilling. In the United States, we have the industry's largest super-spec fleet and had 144 of our 223 marketed rigs active under contract as of September 30, 2025 of which 73 were under fixed‑term contracts, and 71 were working well-to-well.

Our drilling technology within this segment enables a solutions-based approach that provides performance-driven drilling services designed to help deliver greater levels of drilling efficiency, accuracy, consistency, optimization and a reduction of human error to create higher quality wellbores with lower overall risk. This technology is intended to address our customers' unique challenges based upon their goals and desired outcomes which will often vary from well to well, basin to basin.

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Our North America Solutions segment contributed approximately 63.0 percent ($2.4 billion) of our consolidated operating revenues during fiscal year 2025, compared to approximately 88.7 percent ($2.4 billion) and 87.7 percent ($2.5 billion) of our consolidated operating revenues during fiscal years 2024 and 2023, respectively. In North America, our customers are primarily from the major integrated oil companies, large independent oil companies, small cap oil companies and private independent companies (including private equity-backed companies). Revenue from drilling services performed for our largest North America Solutions drilling customer totaled approximately 18.2 percent ($429.4 million) of the North America Solutions segment revenues during fiscal year 2025.

International Solutions Segment

Our International Solutions segment conducts operations primarily in Saudi Arabia, Argentina, Oman, Bahrain, Germany, Colombia, and Kuwait. As of September 30, 2025, we had 88 land rigs contracted for work in locations outside of the United States. Our International Solutions operations contributed approximately 21.4 percent ($802.4 million) of our consolidated operating revenues during fiscal year 2025, compared to approximately 7.0 percent ($194.0 million) and 7.4 percent ($212.6 million) of our consolidated operating revenues during fiscal years 2024 and 2023, respectively. Revenue from drilling services performed for our largest International Solutions drilling customer totaled approximately 32.3 percent ($259.0 million) of the International Solutions segment revenues during fiscal year 2025.

Saudi Arabia As of September 30, 2025, we had 44 available rigs in Saudi Arabia. Revenues generated by Saudi Arabia within the International Solutions operating segment contributed approximately 6.9 percent ($259.0 million) of our consolidated operating revenues in fiscal year 2025. All of our revenues in Saudi Arabia are from contracts with the national oil company. During the first quarter of the year ended September 30, 2025, we commenced operations for our eight FlexRig®'s in Saudi Arabia.

Argentina As of September 30, 2025, we had 16 available rigs in Argentina. Revenues generated by Argentine drilling operations within the International Solutions operating segment contributed approximately 4.2 percent ($155.7 million) of our consolidated operating revenues during fiscal year 2025 compared to approximately 5.2 percent ($142.5 million) and 4.8 percent ($137.4 million) of our consolidated operating revenues during fiscal years 2024 and 2023, respectively. The Argentine drilling contracts are primarily with large international or national oil companies.

Oman As of September 30, 2025, we had 25 available rigs in Oman. Revenues generated by Oman drilling operations within the International Solutions operating segment contributed approximately 4.7 percent ($177.9 million) of our consolidated operating revenues in fiscal year 2025. All of our revenues during fiscal year 2025 were generated from expanded operations following the Acquisition. Oman drilling contracts are with international oil companies, a partner of the national oil company, and a private independent oil company.

Bahrain As of September 30, 2025, we had four available rigs in Bahrain. Within the International Solutions operating segment, drilling revenues generated in Bahrain contributed approximately 0.8 percent ($30.8 million) of our consolidated operating revenues in fiscal year 2025, compared to approximately 0.7 percent ($18.0 million) and 0.5 percent ($15.4 million) of our consolidated operating revenues during fiscal years 2024 and 2023, respectively. All of our revenues in Bahrain are from a partner of the local national oil company.

Germany As of September 30, 2025, we had four available rigs in Germany. Revenues generated by German drilling operations within the International Solutions operating segment contributed approximately 1.0 percent ($38.8 million) of our consolidated operating revenues in fiscal year 2025. All of our revenues during fiscal year 2025 were generated from expanded operations following the Acquisition. German drilling contracts are primarily with private independent oil companies.

Colombia As of September 30, 2025, we had nine available rigs in Colombia. Within the International Solutions operating segment, drilling services revenues generated in Colombia contributed approximately 1.0 percent ($36.1 million) of our consolidated operating revenues in fiscal year 2025, compared to approximately 0.3 percent ($9.3 million) and 1.6 percent ($46.7 million) of our consolidated operating revenues during fiscal years 2024 and 2023, respectively. The Colombian drilling contracts that generated revenue during the fiscal year were primarily with large international or national oil companies.

Kuwait As of September 30, 2025, we had four available rigs in Kuwait, in addition to two leased rigs. Revenues generated by Kuwait drilling operations within the International Solutions operating segment contributed approximately 0.8 percent ($30.7 million) of our consolidated operating revenues in fiscal year 2025. During fiscal year 2025, all revenues were generated from expanded operations following the Acquisition and are attributable to two leased rigs operating under contract with the national oil company.

Offshore Solutions Segment

Our Offshore Solutions segment has been in operation since 1968 and currently consists of seven platform rigs located in U.S. federal waters. Our offshore rig fleet operates on conventional fixed leg platforms and floating platforms attached to the sea floor with mooring lines, such as Spars and Tension Leg Platforms. Additionally, we provide management contract services to contracted rig platforms located in U.S. federal waters, the North Sea and Norwegian Sea off the coast of Norway, Caspian Sea and other international waters. We supply the rig equipment and crews and the operator, who owns the platform, will typically provide production equipment or other necessary facilities.

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As of September 30, 2025, three of the seven offshore rigs were under contract. Our Offshore Solutions operations contributed approximately 13.9 percent ($520.4 million) of our consolidated operating revenues during fiscal year 2025, compared to approximately 3.9 percent ($106.2 million) and 4.5 percent ($130.2 million) of our consolidated operating revenues during fiscal years 2024 and 2023, respectively. Revenues from drilling services performed for our largest offshore drilling customer totaled approximately 45.2 percent ($235.0 million) of offshore revenues during fiscal year 2025.

Other Operations

Other operations is primarily comprised of our BENTEC™ manufacturing and engineering operations, with four facilities serving the energy industry. We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Our real estate investments include a shopping center and undeveloped real estate.

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

Our manufacturing and engineering operations, real estate operations and our wholly-owned captive insurance companies are included in "Other" within our segment disclosures.

Rigs, Equipment, R&D, and Facilities

Since the late 1990s, we have advanced a new generation of drilling rigs prioritizing safety, mobility, and performance. Our FlexRig® platform, first introduced in 1998, has evolved through continuous innovation and has delivered higher-value wells and improved operational efficiency for our customers.

In 2025, we acquired KCA Deutag, expanding our land drilling footprint in the Middle East, South America, Europe, and Africa and adding valuable offshore management expertise in regions such as the North Sea, Angola, Azerbaijan, and Canada. This acquisition complements our rig portfolio and broadens our customer reach.

KCA Deutag’s BENTEC™ business unit adds manufacturing and engineering capabilities through four facilities that will be integrated into our existing infrastructure to support rig upgrades, retrofits and component overhauls within our vertically integrated model. Our facilities in Galena Park, Texas, and Tulsa, Oklahoma-area facilities will continue to provide rig assembly and modular component support, now enhanced by BENTEC™'s engineering depth.

The acquisition also strengthens our super-spec rig fleet. We have reconfigured 78 FlexRig® units into super-spec walking rigs, and will evaluate potential upgrades to select KCA Deutag rigs. 'Super-spec' standards include: AC drive, minimum 1,500 horsepower drawworks, minimum of 750,000 lbs. hookload rating, 7,500 psi mud circulating system, and multiple-well pad capability. As of September 30, 2025, we operate 238 super-spec rigs.

Fleet uniformity remains a cornerstone of our strategy. Integration of KCA Deutag’s assets will emphasize standardized controls, adaptive crew training, and a centralized supply chain to maintain consistent, safe, and reliable operations across our expanded fleet.

Our Rig Systems Monitoring and Support Center (RSMS) and Remote Operations Centers (ROCs) will now support the expanded fleet, providing 24/7 monitoring, real-time feedback, and engineering support to optimize performance and reduce nonproductive time. We believe the integration of KCA Deutag’s rigs into our digital ecosystem will enhance wellbore positioning and execution across geographies.

We continue to advance our automation solutions, which leverage machine-human collaboration to reduce variability and improve well economics. These technologies are enabled by our uniform digital fleet and will be extended to applicable KCA Deutag rigs. Our path toward autonomous drilling remains a strategic priority, and the acquisition accelerates our ability to deploy these solutions globally.

We operate legacy H&P vertically integrated facilities for manufacturing, upgrades, retrofits, modifications, overhauls, recertification, and repairs of our rigs and equipment. Our facility located in Galena Park, Texas is primarily utilized for overall rig assembly, overhaul, recommissioning and recertification while our facility near Tulsa, Oklahoma is primarily utilized for modular rig component overhauls and repairs. BENTEC™ operates four facilities that deliver integrated solutions for drilling equipment manufacturing, upgrades, overhauls, and repairs. The Bad Bentheim, Germany facility serves as the main engineering and manufacturing hub; Dammam, Saudi Arabia focuses on services, overhauls, and rig upgrades; Nizwa, Oman provides regional service, repair, and manufacturing capabilities; and Poltava, Ukraine supports the maintenance and servicing of BENTEC™ equipment and rigs.

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We continue to see adoption and growth with our technologically enabled automation solutions. We designed these solutions to address our customers' dependence on human decision-making to design, execute and optimize crude oil and natural gas extraction. These technologies enable us to deploy data-driven solutions that reduce variability and costs for achieving optimal outcomes. These solutions are designed to enhance wellbore quality and placement, improve cost performance and well economics, and achieve better consistency at reduced risk. Our automation-focused solutions and applications are enabled by our uniform digital fleet that provide a platform for machine-human collaboration during the drilling process to improve efficiency. Our path to autonomous drilling continues to evolve with several solutions in various stages of commercial testing.

Markets and Competition

Our business largely depends on the level of capital spending by oil and gas companies for exploration and production activities. The level of capital spending has traditionally been correlated to oil and gas prices. Oil and gas prices can be volatile at times depending upon both near and long-term supply and demand factors. Sustained increases or decreases in the prices of oil and natural gas generally have a material impact on the exploration and production activities of our customers. As such, significant declines in the prices of oil and natural gas may have a material adverse effect on our business, financial condition and results of operations. As of September 30, 2025, we had 208 active rigs under contract, compared to 170 and 164 rigs under contract as of September 30, 2024 and 2023, respectively. For further information concerning risks associated with our business, including volatility surrounding oil and natural gas prices and the impact of low oil prices on our business, see Item 1A—Risk Factors and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10‑K.

Our industry is highly competitive, and we strive to differentiate our services based upon the quality of our FlexRig® drilling rigs and our engineering design expertise, operational efficiency, software technologies, and safety and environmental awareness. The number of available rigs generally exceeds demand in many of our markets, resulting in significant price competition. We compete against many drilling companies, some of whom are present in more than one of our operating regions. In the United States, we compete with Nabors Industries Ltd., Patterson-UTI Energy, Inc., Precision Drilling Corporation, and many other competitors with regional operations. Internationally, we compete directly with various contractors at each location where we operate. In the Gulf of America platform rig market, we primarily compete with Nabors Industries Ltd. and Blake International Rigs, LLC. For further information concerning risks associated with competition in our industry, see Item 1A—Risk Factors—Business and Operating Risks.

Drilling Contracts

Our drilling contracts are obtained through competitive bidding or as a result of direct negotiations with customers. Our contracts vary in their terms and rates depending on the nature of the operations to be performed, the duration of the work, the amount and type of equipment and services provided, the geographic areas involved, market conditions and other variables. In many instances, our contracts cover multi‑well or pad and multi‑year projects. Contracts generally contain renewal or extension provisions exercisable at the option of the customer. The option to extend and the pricing are mutually agreed upon by both the customer and H&P. In most instances, contracts provide for additional payments for mobilization and demobilization of the rig.

The duration of our drilling contracts are generally either “well‑to‑well/pad-to-pad” or for a fixed term. “Well‑to‑well” contracts can be terminated at the option of either party upon the completion of drilling of any one well. Fixed-term contracts generally have a minimum term of at least six months up to multiple years. These contracts customarily provide for termination at the election of the customer, but may include an “early termination payment” to be paid to us if the contract is terminated prior to the expiration of the fixed term. However, under certain limited circumstances such as destruction of a drilling rig, bankruptcy, sustained unacceptable performance by us or delivery of a rig beyond certain grace and/or liquidated damage periods, no early termination payment would be paid to us.

Each drilling rig operates under a separate drilling contract and, in some instances, these contracts are part of an over-arching term agreement known as a FlexPool. These agreements are with a limited number of domestic customers that operate multiple rigs, oftentimes across multiple basins in the U.S. Under the FlexPool agreements, customers enter into a fixed term contract covering a minimum amount of drilling days, utilizing a minimum number of drilling rigs and have the flexibility to employ more or fewer rigs as long as the minimum number of rigs (outlined in the agreement) is maintained. If any provisions are violated, as in a customer operating below the minimum number of rigs, early termination payments may apply.

Daywork Contracts

Daywork contracts are contracts under which we charge a rate per day, with the price determined by the location, depth and complexity of the well to be drilled, specification of the rig provided, operating conditions, the duration of the contract, and the competitive forces of the market.

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Performance-based Contracts

Performance-based contracts are contracts pursuant to which we are compensated partly based upon our performance against a mutually agreed upon set of predetermined targets. These types of contracts typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers. For example, some performance targets are set based upon days to drill a well or the number of lateral feet drilled in zone per day. We often use our automated technology solutions to assist in achieving the performance targets. The risks associated with these contracts relate to the failure to reach the agreed upon performance targets. If we do not meet these targets, we will not receive additional compensation above the base dayrate. 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. Based on our operational track record throughout fiscal year 2025 and drilling expertise, our performance-based contracts have produced a positive risk-reward outcome. Refer to Note 10—Revenue from Contracts with Customers for additional information related to performance-based contracts.

Contract Backlog

Our contract drilling backlog was $7.0 billion and $1.5 billion as of September 30, 2025 and 2024, respectively. Approximately 22.6 percent of the September 30, 2025 backlog is reasonably expected to be fulfilled in fiscal year 2026. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—"Contract Backlog" included in this Form 10-K for additional information pertaining to backlog.

Employees

As of September 30, 2025, we had approximately 6,200 employees within the United States and approximately 9,500 employees in our international operations. The number of employees fluctuates depending on the current and expected demand for our services. We consider our employee relations to be robust. None of our U.S. employees are represented by a union. However, some of our international employees are unionized.

Human Capital Objectives and Programs

At Helmerich & Payne, our people are the foundation of our success. We are committed to cultivating a workplace culture that reflects our core values, prioritizes safety, and supports the development and well-being of our employees. Our human capital strategy is designed to attract, retain, and grow a diverse and talented workforce that shares our commitment to operational excellence and responsible energy development.

Core Values and Culture

Our culture is defined by The H&P Way, which articulates our purpose of improving lives through efficient and responsible energy, and the values that guide our behaviors and decisions. These values include:

•Actively C.A.R.E.™ – We are expected to treat one another with respect. We care about each other, and from a safety perspective, we promote Controlling and Removing Exposures (“C.A.R.E.”) for ourselves and others.

•Service Attitude – We should do our part and more for those around us, to consider the needs of others and provide solutions to meet the needs of our colleagues, customers, and communities.

•Innovative Spirit – We will embrace continuous improvement and are willing to try new approaches. We seek to make decisions with a long-term view in mind.

•Teamwork – We should listen to one another and collaborate across teams to achieve shared goals and deliver value.

•Do The Right Thing – Means being honest and transparent. We aim to tackle tough situations, make decisions and speak up when needed.

These values are embedded in our daily operations and serve as the foundation for our employee experience, leadership development, and decision-making processes.

Talent Attraction & Retention

We recognize that recruiting and retaining skilled employees is critical to our success. Our global recruitment teams support rig operations by sourcing, hiring, onboarding, and reassigning personnel. During periods of reduced activity, we maintain relationships with former employees to facilitate re-engagement when appropriate.

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We leverage multiple channels for recruiting including our careers site, social media, job fairs, and relationships with educational institutions to attract qualified, diverse, motivated and responsible candidates. Our approach is designed to support consistent staffing and long-term workforce sustainability.

Education and Training

We support the ongoing development of our employees. Our onboarding programs emphasize safety, ethical conduct, and inclusive teamwork. Training is managed by our Human Resources Shared Services team, which facilitates alignment with H&P’s core values and strategic goals.

Key training programs include:

•New Employment Safety Training – Prepares new hires in safety-sensitive roles to work safely on our rigs and provides them with required certifications and cultural orientation.

•Short Service Employee Training – Provides technical, on-the-job training under the guidance of a mentor.

•Ethics and Compliance Training – Covers topics such as our Code of Conduct, anti-discrimination, data privacy, trade compliance and anti-corruption, among others.

•Drillers’ Performance Academy – An in-person workshop focused on leadership, team dynamics, and technology training.

•Leadership Series Training – In person and online courses available to current and aspiring leaders, aligned with The H&P Way.

Safety Training and Serious Injury and/or Fatality ("SIF") Reduction Program

Safety is a core component of our culture. We strive to build an Actively Caring workforce that prioritizes:

•Personal safety and health

•The safety and health of others

•Protection of the Environments in which we work

Our employees are encouraged to provide open feedback and proactively address exposures that pose health and safety risks. Through training and accountability, we reinforce the importance of safe practices and risk mitigation.

Safety Leadership

Since 2015, we have redefined safety success beyond traditional metrics like Total Recordable Incident Rate ("TRIR"). By maintaining open communication and collaborating with field employees, we have built a strong culture of C.A.R.E. Employees are recognized and rewarded for identifying and reporting near-miss incidents with serious injury or fatality potential. This approach supports a proactive safety culture and strengthens organizational health.

SIF Strategy

Our Serious Injury and Fatality ("SIF") strategy is centered on identifying and mitigating high-risk exposures. While we continue to track traditional safety metrics for benchmarking, our safety culture is guided by more meaningful indicators such as:

•SIF Potential Rate

•SIF Mitigated Rate

We prioritize learning from incidents with SIF potential, even when no injury occurs, and escalate investigations accordingly. Our vision for safety is rooted in prevention, transparency, and continuous improvement.

Culture and Belonging

We believe that creating an environment where our employees feel valued and respected drives engagement, better leverages the unique talents and perspectives of our people to innovate and enhances our ability to attract and retain a diversified workforce. H&P is an equal opportunity employer and is committed to equal opportunity employment. H&P has established an employee Culture & Belonging Council with global employee representation. These priorities are evidenced by formalized policies regarding equal opportunity and a discrimination-free workplace.

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Employee Benefits, Health and Wellness

We offer competitive compensation and benefits designed to support the health, well-being, and financial security of our employees. Eligibility for specific benefits is subject to applicable plan terms, conditions, and qualification requirements.

For U.S.-based employees, our benefits include:

•Comprehensive medical, dental, and vision coverage

•Health Savings Accounts ("HSAs") and Flexible Spending Accounts ("FSAs")

•401(k) retirement savings plan with company matching contributions

•Employer-paid life and disability insurance

•Employee Assistance Program ("EAP") offering wellness and support services

•The H&P Way Fund, providing emergency financial assistance

•Discounts on technology, travel, and personal purchases

•Educational Assistance Plan for eligible undergraduate and select graduate programs

•Paid time off programs including vacation, holidays, bereavement, and sick leave

For employees outside the United States, we offer regionally appropriate benefits that are competitive within local markets and aligned with applicable laws and cultural norms.

Insurance and Risk Management

Our operations are subject to a number of operational risks, including personal injury and death, environmental, cyber, and weather risks, which could expose us to significant losses and damage claims. We are not fully insured against all of these risks and our contractual indemnity provisions may not fully protect us. Furthermore, if a significant accident or other event occurs and is not fully covered by insurance or an enforceable or recoverable indemnity from a customer, it could have a material adverse effect on our business, financial condition and results of operations.

We have indemnification agreements with many of our customers and we also maintain liability and other forms of insurance. In general, our drilling contracts contain provisions requiring our customers to indemnify us for, among other things, well control events and reservoir damage. However, our contractual rights to indemnification may be unenforceable or limited due to negligent or willful acts by us, or subcontractors and/or suppliers or by reason of state anti-indemnity laws. Our customers and other third parties may also dispute these indemnification provisions, or we may be unable to transfer these risks to our drilling customers or other third parties by contract or indemnification agreements.

We insure working land rigs and related property and equipment at values that approximate the current replacement costs on the inception date of the policies. However, we self-insure large SIRs and deductibles under these policies. We also carry insurance with varying SIRs, deductibles, and coverage limits with respect to stacked rigs, offshore platform rigs, and “named windstorm” risk in the Gulf of America.

We have insurance coverage for comprehensive general liability, automobile liability, workers’ compensation and employer’s liability, and certain other specific risks. Insurance is purchased over SIRs or deductibles to reduce our exposure to catastrophic events. We retain a significant portion of our expected losses under our workers’ compensation, general liability and automobile liability programs. We self-insure a number of other risks including loss of earnings and business interruption. We are unable to obtain significant amounts of insurance to cover risks of underground reservoir damage.

Our insurance may not in all situations provide sufficient funds to protect us from all liabilities that could result from our operations. Our coverage includes aggregate policy limits. As a result, we retain the risk for any loss in excess of these limits. No assurance can be given that all or a portion of our coverage will not be canceled, that insurance coverage will continue to be available at rates considered reasonable or that our coverage will respond to a specific loss. Further, we may experience difficulties in collecting from our insurers or our insurers may deny all or a portion of our claims for insurance coverage. For further information see Item 1A—Risk Factors—Business and Operating Risks—Our drilling and technology related operations are subject to a number of operational risks, including environmental and weather risks, which could expose us to significant losses and damage claims. We are not fully insured against all of these risks and our contractual indemnity provisions may not fully protect us.

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Government Regulations

Our operations are affected from time to time and in varying degrees by foreign and domestic political developments and a variety of federal, state, foreign, regional and local laws, rules and regulations, including those relating to:

• drilling of oil and natural gas wells;

• directional drilling services;

• protection of the environment;

• workplace health and safety;

• labor and employment;

• data privacy;

• taxation;

• exportation or importation of equipment, technology and software;

• currency conversion and repatriation;

•global anti-corruption laws; and

•government sanctions and embargo listing.

Environmental laws and regulations that apply to our operations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”), the Resource Conservation and Recovery Act (each, as amended) and similar laws that provide for responses to, and liability for, air emissions, water discharges or releases of oil or hazardous substances into the environment, including damages to natural resources, species, or habitats. Applicable environmental laws and regulations also include similar foreign, state or local counterparts to the above-mentioned federal laws, which regulate air emissions, water discharges, and management of hazardous substances and waste. Additionally, regulations relating to the protection of threatened or endangered species or critical habitats may result in limitations on exploration and production activities. Environmental laws can have a material adverse effect on the drilling industry, including our operations, and compliance with such laws may require us to make significant capital expenditures, such as the installation of costly equipment or operational changes, and may affect the resale values or useful lives of our drilling rigs.

The Occupational Safety and Health Act and other similar laws and regulations govern the protection of the health and safety of employees. The OSHA hazard communication standard, the Environmental Protection Agency community right-to-know regulations under Title III of CERCLA, the Emergency Planning and Community Right-to-Know Act and similar state statutes and local regulations require that information be maintained about hazardous materials used in our operations and that this information be provided to employees, state and local governments, emergency responders and citizens.

A number of countries actively regulate and control the importation and/or exportation of oil and gas and other aspects of the oil and gas industries in their countries. In addition, government actions and initiatives by OPEC+ may continue to contribute to oil price volatility. In some areas of the world, government activity has adversely affected the amount of exploration and development work done by oil and gas companies and influenced their need for drilling services, and likely will continue to do so.

In addition, we are subject to a variety of other U.S. and foreign laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act, other anti-bribery and anti-corruption laws, and data privacy, data security and consumer protection laws. The U.S. Foreign Corrupt Practices Act and similar anti-bribery and anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Data privacy, data security, and consumer protection laws in the U.S. that apply to our operations include the Critical Infrastructure Act and the CAN-SPAM Act, and at the state level, the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), as well as similar laws enacted in other states. Because we conduct business in France and the UK, we are also subject to the European General Data Protection Regulation (“GDPR”) and the UK Data Protection Act. Our operations in the Middle East and Colombia are subject to similar data privacy and data protection laws. Failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines, penalties or other sanctions. For more information, see Item 1A— “Risk Factors — Failure to comply with the U.S. Foreign Corrupt Practices Act or foreign anti‑bribery legislation could adversely affect our business and Our business is subject to complex and evolving laws and regulations regarding privacy, data security and consumer protection.”

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We are also subject to the jurisdiction of the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department’s Bureau of Industry and Security, the U.S. Customs and Border Protection and other U.S. and non-U.S. laws and regulations governing the international trade of goods, services and technology. Such regulations regarding exports and imports of covered goods or dealings with sanctioned countries, persons or entities include licensing, recordkeeping and reporting requirements. Failure to comply with applicable laws and regulations relating to customs, tariffs, sanctions and export controls may subject us to criminal sanctions or civil remedies, including fines, denial of export privileges, injunctions or seizures of assets. For more information, see Item 1A— “Risk Factors — Government policies, mandates, and regulations specifically affecting the energy sector and related industries, regulatory policies or matters that affect a variety of businesses, taxation polices, and political instability could adversely affect our financial condition and results of operations.”

We are also subject to regulation by numerous other regulatory agencies, including, but not limited to, the U.S. Department of Labor, which sets employment practice standards for workers. In addition, we are subject to certain requirements to contribute to retirement funds or other benefit plans, and laws in some jurisdictions may require payment of statutorily calculated amounts to employees upon termination of employment.

We monitor our compliance with applicable governmental rules and regulations in each country of operation. We have made and will continue to make the required expenditures to comply with current and future regulatory requirements. We do not anticipate that compliance with currently applicable rules and regulations and required controls will significantly change our competitive position, capital spending or earnings during fiscal year 2026. We believe we are materially compliant with applicable rules and regulations and, to date, the cost of such compliance has not been material to our business or financial condition. However, future events such as additional laws and regulations, changes in existing laws and regulations or their interpretation or more vigorous enforcement policies of regulatory agencies, may require additional expenditures by us, which may be material. Specifically, the expansion of the scope of laws or regulations protecting the environment has accelerated in recent years, particularly outside the United States, and we expect this trend to continue. Accordingly, there can be no assurance that we will not incur significant compliance costs in the future. See Item 1A— “Risk Factors — Failure to comply with or changes to governmental and environmental laws could adversely affect our business.”

Sustainability

H&P has helped its customers supply energy for more than a century, and we continue to innovate and improve the ways in which we can provide energy safely, reliably, and efficiently. The Company continues to evolve and refine its sustainability strategy rooted in our core value to "do the right thing," as discussed above.

Available Information

Our website is located at www.helmerichpayne.com. Annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K, and amendments to those reports, earnings releases, and financial statements are made available free of charge on the investor relations section of our website as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to, the Securities and Exchange Commission ("SEC"). The information contained on our website, or accessible from our website, including our Sustainability Reports and related information, is not incorporated into, and should not be considered part of, this Form 10‑K or any other documents we file with, or furnish to, the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Annual reports, quarterly reports, current reports, amendments to those reports, earnings releases, financial statements and our various corporate governance documents are also available free of charge upon written request.

Investors and others should note that we announce material financial information to our investors using our investor relations website (https://ir.hpinc.com/investors), SEC filings, press releases, public conference calls and webcasts. We use these channels as well as social media to communicate with our stockholders and the public about our company, our services and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the social media channels listed on our investor relations website.

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