[10-K] Helmerich & Payne, Inc. Files Annual Report
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Helmerich & Payne, Inc. (HP) files its Form 10‑K highlighting a transformational year driven by the $2.0 billion cash acquisition of KCA Deutag International Limited. The deal included a $0.9 billion share purchase price and $1.1 billion used to repay or redeem KCA Deutag’s debt, and significantly expands HP’s land and offshore presence across the Middle East, South America, Europe, and Africa.
HP now operates 223 available rigs in North America, 137 internationally, and 7 offshore, with 208 rigs under contract as of September 30, 2025. In 2025, North America Solutions contributed about 63.0% of consolidated operating revenues ($2.4 billion), International Solutions 21.4% ($802.4 million), and Offshore Solutions 13.9% ($520.4 million). Customer concentration remains notable, with the largest drilling customer accounting for 12.0% ($451.3 million) of consolidated revenues.
The company reports stronger international and offshore contributions following the acquisition, including 44 available rigs in Saudi Arabia, 25 in Oman, and expanded offshore management contracts in the North Sea and other regions. HP emphasizes its leading super‑spec AC drive land rig fleet, now including 238 super‑spec rigs, ongoing automation and digital initiatives, and a comprehensive risk discussion spanning commodity price volatility, integration of KCA Deutag, geopolitical tensions, climate and regulatory pressures, and potential asset impairments.
Positive
- $2.0 billion KCA Deutag acquisition adds substantial Middle East, European, African and offshore operations, diversifying revenue beyond North America.
- Revenue mix broadening: International Solutions rose to 21.4% ($802.4 million) and Offshore Solutions to 13.9% ($520.4 million) of consolidated operating revenues in fiscal 2025.
- Fleet and technology strength: HP reports 208 active rigs under contract and 238 super‑spec rigs, supporting its position as a leading AC drive land driller with growing automation capabilities.
Negative
- None.
Insights
HP’s $2.0 billion KCA Deutag deal shifts it from U.S.-centric to a more global, diversified driller.
Helmerich & Payne used
Revenue mix is now less concentrated in North America: in the year ended
Risks are clearly outlined: successful integration of KCA Deutag, execution of contracts with national oil companies, commodity price volatility, and potential long‑lived asset impairments. Customer concentration remains meaningful, with the largest drilling customer at
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended September 30 , 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 1-4221
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) (Zip Code)
(918 ) 742-5531
(Registrant’s telephone number, including area code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | Non‑accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging Growth Company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
At March 31, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant’s common stock held by non‑affiliates was approximately $2.6 billion based on the closing price of such stock on the New York Stock Exchange on such date of $26.12.
Number of shares of common stock outstanding at November 10, 2025: 98,448,373
Portions of the Registrant’s 2026 Proxy Statement for the Annual Meeting of Stockholders to be held in calendar year 2026 are incorporated by reference into Part III of this Form 10‑K. The 2026 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Form 10‑K relates.
Table of Contents
| HELMERICH & PAYNE, INC. |  | |||||||
| INDEX TO FORM 10‑K | ||||||||
| Page | ||||||||
PART I | 6 | |||||||
Item 1. | Business | 6 | ||||||
Item 1A. | Risk Factors | 18 | ||||||
Item 1B. | Unresolved Staff Comments | 36 | ||||||
Item 1C. | Cybersecurity | 36 | ||||||
Item 2. | Properties | 38 | ||||||
Item 3. | Legal Proceedings | 38 | ||||||
Item 4. | Mine Safety Disclosures | 38 | ||||||
PART II | 39 | |||||||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 39 | ||||||
Item 6. | Reserved | 40 | ||||||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 40 | ||||||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 57 | ||||||
Item 8. | Financial Statements and Supplementary Data | 60 | ||||||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 119 | ||||||
Item 9A. | Controls and Procedures | 119 | ||||||
Item 9B. | Other Information | 120 | ||||||
Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 120 | ||||||
PART III | 121 | |||||||
Item 10. | Directors, Executive Officers and Corporate Governance | 121 | ||||||
Item 11. | Executive Compensation | 121 | ||||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 121 | ||||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 121 | ||||||
Item 14. | Principal Accountant Fees and Services | 121 | ||||||
PART IV | 121 | |||||||
Item 15. | Exhibits and Financial Statement Schedules | 121 | ||||||
Item 16. | Form 10‑K Summary | 124 | ||||||
SIGNATURES | 126 | |||||||
2025 FORM 10-K | 2Table of Contents
| Cautionary Note Regarding Forward-Looking Statements | ||||||||||||||
This Annual Report on Form 10‑K (“Form 10‑K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Form 10-K are forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “continue,” or the negative thereof or similar terminology, and such statements include, but are not limited to, statements regarding the Acquisition (as defined herein) and the anticipated benefits; impact and timing of such transaction, the timing and terms of recommencement of suspended rigs related to the Acquisition, our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions, many of which are beyond our control and any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved.
Factors that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements include, but are not limited to:
•our ability to achieve the strategic and other objectives relating to the Acquisition;
•the risk that we are unable to integrate KCA Deutag International Limited's ("KCA Deutag") operations in a successful manner and in the expected time period;
•the volatility of future oil and natural gas prices;
•contracting of our rigs and actions by current or potential customers;
•the effects of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil producing nations (together, “OPEC+”) with respect to production levels or other matters related to the prices of oil and natural gas;
•changes in future levels of drilling activity and capital expenditures by our customers, whether as a result of global capital markets and liquidity, changes in prices of oil and natural gas or otherwise, which may cause us to idle or stack additional rigs, or increase our capital expenditures and the construction, upgrade or acquisition of rigs;
•changes in worldwide rig supply and demand, competition, or technology;
•possible cancellation, suspension, renegotiation or termination (with or without cause) of our contracts as a result of general or industry-specific economic conditions, mechanical difficulties, performance or other reasons;
•expansion and growth of our business and operations;
•our belief that the final outcome of our legal proceedings will not materially affect our financial results;
•the impact of federal, state and foreign legislative and regulatory actions and policies, affecting our costs and increasing operating restrictions or delay and other adverse impacts on our business;
•environmental or other liabilities, risks, damages or losses, whether related to storms or hurricanes (including wreckage or debris removal), collisions, grounding, blowouts, fires, explosions, other accidents, terrorism or otherwise, for which insurance coverage and contractual indemnities may be insufficient, unenforceable or otherwise unavailable;
•the impact of geopolitical developments and tensions, war and uncertainty involving or in the geographic region of oil-producing countries (including the ongoing armed conflicts between Russia and Ukraine and conflicts in Israel, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy);
•global economic conditions, such as a general slowdown in the global economy, supply chain disruptions, inflationary pressures, the impact of new or additional tariffs, currency fluctuations, and instability of financial institutions, and their impact on the Company;
2025 FORM 10-K | 3Table of Contents
•our financial condition and liquidity;
•tax matters, including our effective tax rates, tax positions, results of audits, changes in tax laws, treaties and regulations, tax assessments and liabilities for taxes;
•the occurrence of security incidents, including breaches of security, or other attack, destruction, alteration, corruption, or unauthorized access to our information technology systems or destruction, loss, alteration, corruption or misuse or unauthorized disclosure of or access to data;
•potential impacts on our business resulting from climate change, greenhouse gas regulations, and the impact of climate change related changes in the frequency and severity of weather patterns;
•potential long-lived asset impairments; and
•our sustainability strategy, including expectations, plans, or goals related to corporate responsibility, sustainability and environmental matters, and any related reputational risks as a result of execution of this strategy.
Additional factors that could cause actual results to differ materially from our expectations or results discussed in the forward‑looking statements are disclosed in this Form 10‑K under Item 1A— “Risk Factors” and Item 7— “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All subsequent written and oral forward‑looking statements, express or implied, are expressly qualified in their entirety by these cautionary statements.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Because of the underlying risks and uncertainties, we caution you against placing undue reliance on these forward-looking statements. We assume no duty to update or revise these forward‑looking statements based on changes in internal estimates, expectations or otherwise, except as required by law.
| Risk Factors Summary | ||||||||||||||
This summary briefly lists the principal risks and uncertainties facing our business, which are only a select portion of those risks. A more complete discussion of those risks and uncertainties is set forth in this Form 10‑K under Item 1A— “Risk Factors.” Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected. Our business is subject to the following principal risks and uncertainties:
Business and Operating Risks
•the level of activity in the oil and natural gas industry;
•global economic conditions and volatility in oil and gas prices;
•the drilling services and solutions business is highly competitive;
•consolidation in our industry may impact our results of operations;
•new technologies may cause our drilling methods and equipment to become less competitive;
•our drilling and technology related operations are subject to a number of operational risks, and we are not fully insured against all of these risks;
•cybersecurity risks and other information technology risks;
•risks associated with our acquisitions, dispositions and investments;
•we may be unable to successfully integrate KCA Deutag's business;
•the impact of technology disputes and limitations on our ability to protect or enforce our intellectual property rights;
•the effect of unexpected events;
•our reliance on management and competition for experienced personnel;
•the effect of the loss of one or a number of our large customers;
2025 FORM 10-K | 4Table of Contents
•our current backlog of drilling services and solutions revenue may not be fully realized;
•risks associated with our contracts with national oil companies ("NOCs");
•control of oil and natural gas reserves by NOCs may affect demand for our services;
•fixed costs may not decline in proportion to decreases in rig utilization and dayrates;
•shortages of drilling equipment, supplies or other key materials;
•inflation and cost increases may impact our sales margins and profitability;
•unionization efforts and labor regulations in certain countries in which we operate;
•the impact and effects of public health crises, pandemics and epidemics;
•the effect of improvements in or new discoveries of alternative energy technologies;
•risks associated with doing business in certain foreign countries;
Financial Risks
•covenants in our debt agreements restrict our ability to engage in certain activities;
•we may be required to record impairment charges with respect to our drilling rigs and other assets;
•the impact of a downgrade in our credit ratings;
•our ability to access capital markets could be limited;
•credit, market and interest rate risks may negatively impact the value of our marketable securities;
•our inability to generate cash to service all of our indebtedness;
Legal and Regulatory Risks
•the physical effects of climate change and the impact of the regulation of greenhouse gases and climate change;
•the impact of new legislation and regulatory initiatives related to hydraulic fracturing or other aspects of the oil and gas industry;
•risks related to our statements and disclosures regarding our sustainability goals and initiatives;
•failure to comply with the U.S. Foreign Corrupt Practices Act or foreign anti-bribery legislation;
•complex and evolving laws and regulations regarding data privacy, data security and consumer protection;
•government policies, mandates and regulations specifically affecting the energy sector and related industries;
•the impact of legal claims and litigation;
•the effect of additional tax liabilities, limitations on our use of net operating losses and tax credits and/or our significant net deferred tax liability;
•failure to comply with or changes to governmental and environmental laws;
Risks Related to Our Common Stock and Corporate Structure
•we may reduce or suspend our dividend in the future;
•the market price of our common stock may be highly volatile;
•certain provisions of our corporate governing documents could make an acquisition of our company more difficult;
•the choice of forum provision in our bylaws could limit our stockholders’ ability to obtain what such stockholders’ believe to be a favorable judicial forum for disputes with us or our directors, officers, or employees;
2025 FORM 10-K | 5Table of Contents
•the effect of public and investor sentiment towards climate change, fossil fuels and other sustainability matters on our cost of capital and the price of our common stock;
| PART I | ||||||||||||||
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.
2025 FORM 10-K | 6Table of Contents
| 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:
| NORTH AMERICA SOLUTIONS FLEET | ||||||||||||||||||||
| Location | Super-Spec FlexRig®1 | Non Super-Spec FlexRig®2 | Total Fleet | |||||||||||||||||
| Total Available | Rigs Contracted | Total Available | Rigs Contracted | Total Available | Rigs Contracted | |||||||||||||||
| TX | 129 | 71 | — | — | 129 | 71 | ||||||||||||||
| NM | 44 | 40 | — | — | 44 | 40 | ||||||||||||||
| OK | 17 | 7 | — | — | 17 | 7 | ||||||||||||||
| ND | 8 | 6 | — | — | 8 | 6 | ||||||||||||||
| CO | 5 | 3 | 2 | 1 | 7 | 4 | ||||||||||||||
| LA | 5 | 5 | — | — | 5 | 5 | ||||||||||||||
| UT | 4 | 3 | — | — | 4 | 3 | ||||||||||||||
| OH | 4 | 3 | — | — | 4 | 3 | ||||||||||||||
| PA | 2 | 2 | — | — | 2 | 2 | ||||||||||||||
| WV | 2 | 2 | — | — | 2 | 2 | ||||||||||||||
| AR | 1 | 1 | — | — | 1 | 1 | ||||||||||||||
| Totals | 221 | 143 | 2 | 1 | 223 | 144 | ||||||||||||||
(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.
2025 FORM 10-K | 7Table of Contents
The following table sets forth certain information concerning our International Solutions drilling rigs as of September 30, 2025:
| INTERNATIONAL SOLUTIONS FLEET | ||||||||||||||||||||||||||||||||||||||||||||
| Location | AC (FlexRig®3)2 | AC (FlexRig®4)3 | AC SCR Mechanical | AC SCR Desert1 | SCR4 | Other AC | Total Available Fleet | Total Rigs Contracted | ||||||||||||||||||||||||||||||||||||
| Total Available | Rigs Contracted | Total Available | Rigs Contracted | Total Available | Rigs Contracted | Total Available | Rigs Contracted | Total Available | Rigs Contracted | Total Available | Rigs Contracted | |||||||||||||||||||||||||||||||||
Saudi Arabia5 | — | — | — | — | — | — | 44 | 44 | — | — | — | — | 44 | 44 | ||||||||||||||||||||||||||||||
| Oman | — | — | — | — | — | — | 25 | 16 | — | — | — | — | 25 | 16 | ||||||||||||||||||||||||||||||
| Argentina | 12 | 7 | — | — | — | — | — | — | 1 | — | 3 | 1 | 16 | 8 | ||||||||||||||||||||||||||||||
| Colombia | 2 | — | — | — | — | — | — | — | 5 | 3 | 2 | — | 9 | 3 | ||||||||||||||||||||||||||||||
| Germany | — | — | — | — | — | — | — | — | 1 | 1 | 3 | 3 | 4 | 4 | ||||||||||||||||||||||||||||||
| Bahrain | 1 | 1 | 3 | 2 | — | — | — | — | — | — | — | — | 4 | 3 | ||||||||||||||||||||||||||||||
| Pakistan | — | — | — | — | — | — | — | — | 3 | 3 | — | — | 3 | 3 | ||||||||||||||||||||||||||||||
Kuwait6 | — | — | — | — | — | — | 4 | 2 | — | — | — | — | 4 | 2 | ||||||||||||||||||||||||||||||
| Australia | 2 | 2 | — | — | — | — | — | — | — | — | — | — | 2 | 2 | ||||||||||||||||||||||||||||||
Rest of World | — | — | — | — | 2 | — | 7 | — | 13 | 1 | 4 | 2 | 26 | 3 | ||||||||||||||||||||||||||||||
| Totals | 17 | 10 | 3 | 2 | 2 | — | 80 | 62 | 23 | 8 | 12 | 6 | 137 | 88 | ||||||||||||||||||||||||||||||
(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:
| OFFSHORE SOLUTIONS FLEET | ||||||||||||||||||||
| Location | Shallow Water1 | Deep Water1 | Total Fleet | |||||||||||||||||
| Total Available | Rigs Contracted | Total Available | Rigs Contracted | Total Available | Rigs Contracted | |||||||||||||||
Louisiana2 | 4 | — | — | — | 4 | — | ||||||||||||||
Gulf of America | — | — | 3 | 3 | 3 | 3 | ||||||||||||||
| Totals | 4 | — | 3 | 3 | 7 | 3 | ||||||||||||||
(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.
2025 FORM 10-K | 8Table of Contents
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:
| Year Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| North America Solutions | International Solutions | Offshore Solutions | |||||||||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||
Revenue days1 | 53,523 | 55,387 | 61,814 | 19,985 | 4,614 | 4,788 | 1,095 | 1,111 | 1,460 | ||||||||||||||||||||||||||||||||||||||||||||
Average active rigs2 | 147 | 151 | 169 | 55 | 13 | 13 | 3 | 3 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
Number of active rigs at the end of period3 | 144 | 151 | 147 | 61 | 16 | 13 | 3 | 3 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Number of available rigs at the end of period | 223 | 228 | 233 | 137 | 27 | 22 | 7 | 7 | 7 | ||||||||||||||||||||||||||||||||||||||||||||
(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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ITEM 1A. RISK FACTORS | ||||||||||||||
An investment in our securities involves a variety of risks. In addition to the other information included and incorporated by reference in this Form 10-K and the risk factors discussed elsewhere in this Form 10-K, the following risk factors should be carefully considered and read in conjunction with the other information in this Form 10-K, as they could have a material adverse effect on our business, financial condition and results of operations. There may be other additional risks, uncertainties and matters not presently known to us or that we believe to be immaterial that could nevertheless have a material adverse effect on our business, financial condition and results of operations.
| BUSINESS AND OPERATING RISKS | ||||||||||||||
Our business depends on the level of activity in the oil and natural gas industry, which is significantly impacted by the current and expected price of oil and natural gas as well as the volatility in those prices and other factors. | ||||||||||||||
Our business depends on the conditions of the land and offshore oil and natural gas industry. Demand for our services and the rates we are able to charge for such services depend on oil and natural gas industry exploration and production activity and expenditure levels, which are directly affected by both long- and short-term trends in oil and natural gas prices and market expectations regarding such prices. Oil prices are particularly sensitive to actual and perceived threats to geopolitical stability, global economic conditions, and to changes in production from OPEC+ member states. For example, the ongoing armed conflicts between (i) Russia and Ukraine and (ii) the conflicts in the Middle East and the continuation of, or any escalation in the severity of, these conflicts, has led and may continue to lead to an increase in the volatility of global oil and gas prices, which could have a corresponding negative impact on the capital expenditure of oil and gas companies as a result of the higher perceived risk.
Oil and natural gas prices and production levels, as well as market expectations regarding such prices and production levels, have been volatile, which has had, and may in the future have, adverse effects on our business and operations. The volatility in prices and production levels are impacted by many factors beyond our control, including:
•the domestic and foreign supply of, and demand for, oil, natural gas and related products;
•the cost of exploring for, developing, producing and delivering oil and natural gas;
•uncertainty in capital and commodities markets and the ability of oil and natural gas producers to access capital;
•the availability of and constraints in storage and transportation capacity, including, for example, takeaway constraints experienced in the Permian Basin over the past several years;
•the worldwide economy;
•expectations about future oil and natural gas prices and production levels (including as a result of certain economic initiatives, such as those related to artificial intelligence);
•local and international political, economic, health and weather conditions, especially in oil and natural gas producing countries, including, for example, the impacts of local and international pandemics and other disasters;
•actions of OPEC, its members and other oil producing nations, such as Russia, relating to oil price and production levels, including announcements of potential changes to such levels;
•the levels of production of oil and natural gas of non-OPEC countries;
•the continued development of shale plays which may influence worldwide supply and prices;
•tax, trade and tariff policies of the United States and other countries involved in global energy markets;
•political and military conflicts, hostilities or perceived hostilities in oil producing regions or other geographical areas or acts of terrorism in the United States or elsewhere;
•technological advances that are related to oil and natural gas recovery or that affect the global demand or supply for energy;
•the development, exploitation and market acceptance of alternative energy sources as part of a transition to a lower carbon economy;
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•focus by the investment community on sustainability practices in the oil and natural gas industry;
•legal and other limitations or restrictions on exportation and/or importation of oil and natural gas;
•laws and governmental regulations affecting the use of oil and natural gas; and
•the environmental and other laws and governmental regulations affecting exploration and development of oil and natural gas reserves.
The level of land and offshore exploration, development and production activity and the prices of oil and natural gas are volatile and are likely to continue to be volatile in the future. Higher oil and natural gas prices do not necessarily translate into increased activity because demand for our services is typically driven by our customers’ expectations of future commodity prices, as well as our customers' ability to access sources of capital to fund their operating and capital expenditures. However, a sustained decline in worldwide demand for oil and natural gas, as well as excess supply of oil or natural gas coupled with storage and transportation capacity constraints, shutting in of wells or wells being drilled but not completed, prolonged low oil or natural gas prices or a reduction in the ability of our customers to access capital, has resulted in, and may in the future result in, reduced exploration and development of land and offshore areas and a decline in the demand for our services, which has had, and may in the future, have a material adverse effect on our business, financial condition and results of operations.
Global economic conditions and volatility in oil and gas prices may adversely affect our business. | ||||||||||||||
Concerns over global economic conditions, energy costs, geopolitical issues, supply chain disruptions, inflation, the availability and cost of credit have contributed to increased economic uncertainty. An economic slowdown or recession in the United States or in any other country that significantly affects the supply of or demand for oil or natural gas could negatively impact our operations and therefore adversely affect our results. Global economic conditions have a significant impact on oil and natural gas prices and stagnation or deterioration in global economic conditions could result in less demand for our services and could cause our customers to reduce their planned spending on exploration and development drilling. Adverse global economic conditions may cause our customers, vendors and/or suppliers to lose access to the financing necessary to sustain or increase their current level of operations, fulfill their commitments and/or fund future operations and obligations. Furthermore, challenging economic conditions may result in certain of our customers experiencing bankruptcy or otherwise becoming unable to pay vendors, including us. In the past, global economic conditions, and expectations for future global economic conditions, have sometimes significantly deteriorated in a relatively short period of time and there can be no assurance that global economic conditions or expectations for future global economic conditions will recover in the near term or not quickly deteriorate again due to one or more factors. These conditions could have a material adverse effect on our business, financial condition and results of operations.
The drilling services and solutions business is highly competitive, and a surplus of available drilling rigs may adversely affect our rig utilization and profit margins. | ||||||||||||||
Competition in drilling services and solutions involves such factors as price, efficiency, condition, type and operational capability of equipment, reputation, operating safety, environmental impact, customer relations, rig availability and excess rig capacity in the industry. Competition may vary significantly by region at any particular time. Land drilling rigs can be readily moved from one region to another in response to changes in levels of activity, which could result in an oversupply of rigs in any region, leading to increased price competition. In addition, development of new drilling technology by competitors has increased in recent years, which could negatively affect our ability to differentiate our services.
We operate in a very competitive industry, and we are not always successful in raising or maintaining our existing prices. From time to time we are able to increase our prices, but we may not be able to do so at a rate that is sufficient to offset rising costs. The inability to maintain our pricing and to increase our pricing as costs increase to offset rising costs and capital expenditures could adversely affect our rig utilization and profit margins.
Various factors within our industry could cause there to be substantially more drilling rigs available than necessary to meet demand even as oil and natural gas prices, and drilling activity, increase. In the event of a surplus of available and more competitive drilling rigs, we may continue to experience difficulty in replacing fixed‑term contracts, extending expiring contracts or obtaining new contracts in the spot market, and new contracts may contain lower dayrates and substantially less favorable terms, which could have a material adverse effect on our business, financial condition and results of operations. As of September 30, 2025, 132 of our available rigs were not under contract.
Further, as a result of any significant reduction in the demand for oil and natural gas services, certain of our competitors may engage in bankruptcy proceedings, debt refinancing transactions, management changes, or other strategic initiatives in an attempt to reduce operating costs to maintain a position in the market. This could result in such competitors emerging with stronger or healthier balance sheets and in turn an improved ability to compete with us in the future.
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| Consolidation in our industry may impact our results of operations. | ||||||||||||||
Business consolidations within the oil and gas industry in recent years have resulted in some of our largest customers combining and using their size and purchasing power to seek economies of scale and pricing concessions. Continuing consolidation within the industry may result in reduced capital spending by some of our customers or the acquisition of one or more of our primary customers, which may lead to decreased demand for our products and services. There is no assurance that we will be able to maintain our level of sales to a customer after its consolidation with another company or replace that revenue with increased business activity with other customers. Additionally, corporate consolidations among our competitors could significantly alter industry conditions and competition within the industry. As a result, the acquisition of one or more of our primary customers or consolidations among our competitors may have a significant adverse impact on our business, results of operations, financial condition and cash flows. We are unable to predict what effect consolidations in the industry may have on prices, capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers or our ability to negotiate favorable agreements with our customers.
New technologies may cause our drilling methods and equipment to become less competitive, and it may become necessary to incur higher levels of capital expenditures in order to keep pace with the disruptive trends in the drilling industry. Growth through the building of new drilling rigs and improvement of existing rigs is not assured. | ||||||||||||||
The market for our services is characterized by continual technological developments that have resulted in, and will likely continue to result in, substantial improvements in the functionality and performance, including environmental performance, of rigs and equipment. Our customers increasingly demand the services of newer, higher specification drilling rigs, as well as new and improved technology, such as drilling automation technology and lower-emissions operations and services. This results in a bifurcation of the drilling fleet and is evidenced by the higher specification drilling rigs (e.g., AC rigs) generally operating at higher overall utilization levels and dayrates than the lower specification drilling rigs (e.g., SCR rigs). In addition, a significant number of lower specification rigs are being stacked and/or removed from service.
Although we take measures to ensure that we develop and use advanced oil and natural gas drilling technology, changes in technology, improvements by competitors and increasing customer demands for new and improved technology could make our equipment less competitive. There can be no assurance that we will:
•have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling rigs;
•avoid cost overruns inherent in large fabrication projects resulting from numerous factors such as shortages or unscheduled delays in delivery of equipment or materials, inadequate levels of skilled labor, unanticipated increases in costs of equipment, materials and labor, design and engineering problems, and financial or other difficulties;
•successfully deploy idle, stacked, new or upgraded drilling rigs;
•effectively manage the increased size or future growth of our organization and drilling fleet;
•maintain crews necessary to operate existing or additional drilling rigs; or
•successfully improve our financial condition, results of operations, business or prospects as a result of improving existing drilling rigs or building new drilling rigs.
In the event that we are successful in developing new technologies for use in our business, there is no guarantee of future demand for those technologies. Customers may be reluctant or unwilling to adopt our new technologies. We may also have difficulty negotiating satisfactory terms for our technology services or may be unable to secure prices sufficient to obtain expected returns on our investment in the research and development of new technologies.
If we are not successful in upgrading existing rigs and equipment or building new rigs in a timely and cost‑effective manner suitable to customer needs, demand for our services could decline and we could lose market share. One or more technologies that we may implement in the future may not work as we expect and our business, financial condition, results of operations and reputation could be adversely affected as a result. Additionally, new technologies, services or standards could render some of our services, drilling rigs or equipment obsolete, which could reduce our competitiveness and have a material adverse impact on our business, financial condition and results of operations.
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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. | ||||||||||||||
Our operations are subject to many hazards inherent in the business in which we operate, including inclement weather, natural disasters, unplanned power outages, blowouts, explosions, well fires, loss of well control, equipment failure, computer system disruptions, pollution, and reservoir damage. These hazards could cause significant environmental and reservoir damage, personal injury and death, suspension of operations, serious damage or destruction of equipment and property and substantial damage to producing formations and surrounding lands and waters. An accident or other event resulting in significant environmental or property damage, or injuries or fatalities involving our employees or other persons could also trigger investigations by federal, state or local authorities. Such an accident or other event and subsequent crisis management efforts could cause us to incur substantial expenses in connection with investigation and remediation as well as cause lasting damage to our reputation, loss of customers and an inability to obtain insurance.
Our Offshore Solutions operations are also subject to potentially significant risks and liabilities attributable to or resulting from adverse environmental conditions, including pollution of offshore waters and related negative impact on wildlife and habitat, adverse sea conditions and platform damage or destruction due to collision with aircraft or marine vessels. Our Offshore Solutions operations may also be negatively affected by a blowout or an uncontrolled release of oil or hazardous substances by third parties whose offshore operations are unrelated to our operations. We operate several platform rigs in the Gulf of America. The Gulf of America experiences hurricanes and other extreme weather conditions on a frequent basis, which may increase in frequency and severity as a result of climate change. See below “—The physical effects of climate change and the regulation of greenhouse gases and climate change could have a negative impact on our business.” Damage caused by high winds and turbulent seas could potentially curtail operations on our platform rigs for significant periods of time until the damage can be repaired. Moreover, we may experience disruptions in operations due to damage to customer platforms and other related facilities in the area. We also lease a fabrication facility near the Houston, Texas ship channel, regularly have land drilling operations proximate to the gulf coast, and our principal fabricator and other vendors are also located in the gulf coast region, all of which could be exposed to damage or disruption by hurricanes and other extreme weather conditions, including coastal flooding, which in turn could result in increased operating costs or decreases in revenues and adversely affect our business, financial condition, and results of operations.
It is customary in our business to have mutual indemnification agreements with customers on a “knock-for-knock” basis, which means that we and our customers assume liability for our respective personnel, subcontractors, and property. 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, our subcontractors and/or suppliers. Additionally, certain states, including Texas, New Mexico, Wyoming, and Louisiana, have enacted statutes generally referred to as "oilfield anti-indemnity acts," which expressly limit certain indemnity agreements contained in or related to indemnification in contracts, and could expose the Company to financial loss. Furthermore, other states may enact similar oilfield anti-indemnity acts.
Our customers and other third parties may also dispute, or be unable to meet, their contractual indemnification obligations to us due to financial, legal or other reasons. Accordingly, we may be unable to transfer these risks to our customers and other third parties by contract or indemnification agreements. Incurring a liability for which we are not fully indemnified or insured could have a material adverse effect on our business, financial condition and results of operations.
In addition, we maintain insurance coverage of the types and in the amounts that we believe to be customary in the industry, but we do not insure against all risks, either because insurance is not available or because it is not commercially justifiable. See Item 1—Business—"Insurance and Risk Management” for a description of our insurance coverage. Our insurance will not in all situations provide sufficient funds to protect us from all losses and 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 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.
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.
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Our business is subject to cybersecurity and information technology system disruption risks. | ||||||||||||||
Our operations depend on effective and secure information technology systems, including our own systems and the systems of third party vendors upon which we rely, such as those providing cloud services to us. Potential unauthorized occurrences on or through our information technology systems, including as a result of cybersecurity incidents, that may result in adverse effects on the confidentiality, integrity, and availability of these systems and data residing therein continue to grow. Cybersecurity threats could include, but are not limited to, cybersecurity incidents, such as ransomware attacks, denial-of-service attacks, phishing attacks, malicious software; unauthorized or unlawful access, release, corruption or loss of our data; employee or insider error; interruptions in communication; loss of our intellectual property or theft of our FlexRig® and other sensitive or proprietary technology; or loss or damage to our data delivery systems or other cybersecurity and infrastructure systems, including our property and equipment. In addition, a significant number of our employees now work remotely. Remote work relies heavily on the use of remote networking and online conferencing services that enable employees to work outside of our corporate infrastructure and, in some cases, use their own personal devices, which exposes the Company to additional cybersecurity risks. This risk is exacerbated with the advancement of technologies like artificial intelligence, which malicious third parties are using to create new, sophisticated and more frequent attacks. Furthermore, geopolitical tensions or conflicts, such as the ongoing armed conflicts between Russia and Ukraine and the conflicts in the Middle East, may further heighten the risk of cybersecurity attacks. Our information technology systems and those of our third party vendors are also subject to disruptions due to occurrences other than cybersecurity incidents, such as natural disasters or power outages.
Cybersecurity threats, such as cybersecurity incidents or other disruptions involving our own systems or those of our third-party vendors, could:
•disrupt our operations including operational technologies as well as our corporate information technology systems,
•negatively impact our ability to compete,
•result in the theft or misappropriation of funds,
•cause the loss, corruption or misappropriation of personal, proprietary or confidential information,
•expose us to litigation, regulatory action, and potential liability, and
•result in injury to our reputation, downtime, loss of revenue, and increased costs to prevent, respond to or mitigate cybersecurity incidents or other cybersecurity threats.
It is possible that our business, financial and other systems, as well as those of our third-party vendors, could be compromised. While various procedures and controls are being utilized to mitigate exposure to such risk, there can be no assurance that the procedures and controls that we implement, or which we cause third party service providers to implement, will be sufficient to protect our systems, data or other property. See Item 1C—Cybersecurity for a description of cybersecurity controls and procedures. A Security incident or other cybersecurity threat could have a material adverse effect on our business, financial condition, cash flows, results of operations, and reputation. Further, as cybersecurity incidents continue to evolve, we will be required to incur additional costs to continue to modify or enhance our protective measures or to investigate or remediate the effects of cybersecurity incidents.
Our acquisitions, dispositions and investments may not result in anticipated benefits and may present risks not originally contemplated, which may have a material adverse effect on our liquidity, consolidated results of operations and consolidated financial condition. | ||||||||||||||
We continually seek opportunities to maximize efficiency and value through various transactions, including purchases or sales of assets, businesses, investments, or joint venture interests. These strategic transactions, among others, are intended to (but may not) result in access to new markets, the realization of savings, the creation of efficiencies, the offering of new products or services, the generation of cash or income, or the reduction of risk and the failure to achieve such intended benefits could have a material adverse effect on our business. Acquisition transactions may use cash on hand or be financed by additional borrowings or by the issuance of our common stock. These transactions may also affect our liquidity, consolidated results of operations and consolidated financial condition.
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These transactions also involve risks, and we cannot ensure that:
•any acquisitions we attempt will be completed on the terms announced, or at all;
•any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated benefits;
•any acquisitions would be successfully integrated into our operations and internal controls, including those related to financial reporting, disclosure and cyber and information security;
•the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal exposure, or that we will appropriately quantify the exposure from known risks;
•any disposition would not result in decreased earnings, revenue, or cash flow;
•use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or
•any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources.
While we generally seek to obtain indemnities for liabilities arising from events occurring before such acquisitions, we may be unable to do so, and any indemnities we do obtain will be limited in amount and duration, may be held to be unenforceable or the seller may not be able to indemnify us.
We have allocated a portion of the purchase price of certain acquisitions to goodwill and other intangible assets. The amount allocated to goodwill is the excess of the purchase price over the net identifiable assets acquired. At September 30, 2025, we had goodwill of $182.9 million and other intangible assets, net of $485.5 million. If we experience future negative changes in our business climate or our results of operations such that we determine that goodwill or intangible assets are impaired, we will be required to record impairment charges with respect to such assets.
We may be unable to successfully integrate KCA Deutag’s business or achieve the anticipated benefits of the acquisition, or the anticipated benefits attributable to the acquisition may vary from our expectations. | ||||||||||||||
Our ability to achieve the anticipated benefits of the acquisition will depend in part upon whether we can integrate KCA Deutag's business into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The integration process may be subject to delays or changed circumstances, and we can give no assurance that our expectations with respect to integration or cost savings as a result of the acquisition will materialize or that KCA Deutag's assets will perform in accordance with our expectations. For example, subsequent to the announcement of the Acquisition in July 2024, KCA Deutag and the Company received notifications of contract suspensions for a number of rigs operating in Saudi Arabia. The success of the acquisition will depend, in significant part, on the Company’s ability to successfully integrate the acquired business, grow the revenue of the Company and realize the anticipated strategic benefits from the acquisition. Additionally, the integration process may result in the disruption of ongoing business and there could be potential unknown liabilities and unforeseen expenses associated with the acquisition that were not discovered in the course of performing due diligence. The integration may also require significant time and focus from management following the acquisition which may disrupt the Company’s business and results of operations.
The Company believes that the addition of KCA Deutag will complement its strategy and provide operational and financial scale. This growth and the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If the Company is not able to achieve or realize the anticipated benefits expected from the acquisition within the anticipated timing or at all, its business and operating results may be adversely affected.
Prior to its acquisition, KCA Deutag was a private company and not required to maintain a system of internal controls over financial reporting that would meet the standards of a public company, including the requirements under the Sarbanes-Oxley Act of 2002. We are in the process of integrating KCA Deutag into our system of internal controls over financial reporting and implementing additional internal controls where appropriate. As we continue to integrate and improve the operations of KCA Deutag, we may need to implement additional internal controls and procedures. The costs that we may incur to implement such controls and procedures may be substantial, and we could encounter unexpected delays and challenges in this implementation.
Our future success will depend, in part, on our ability to manage our expanded business by, among other things, integrating the assets, operations and personnel of KCA Deutag in an efficient and timely manner, consolidating systems, internal controls and management controls and successfully integrating relationships with customers, vendors and business partners. Failure to successfully manage the combined operations may have an adverse effect on our business, reputation, financial condition and results of operations.
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Technology disputes and limitations on our ability to protect or enforce our intellectual property rights could negatively impact our costs, revenues, and any competitive advantage we hold. | ||||||||||||||
Drilling rigs use proprietary technology and equipment which can involve potential infringement of a third party’s rights, or a third party’s infringement of our rights, including patent rights. The majority of the intellectual property rights relating to our drilling rigs and technology services are owned by us or certain of our supplying vendors. From time to time, we or our customers or supplying vendors become involved in disputes over infringement of intellectual property rights relating to equipment or technology owned or used by us. As a result, we may lose access to important equipment or technology, be required to cease use of some equipment or technology, be forced to modify our drilling rigs or technology, or be required to pay license fees or royalties for the use of equipment or technology. Regardless of the merits, any such claims generally result in significant legal and other costs, including reputational harm, and may distract management from running our business.
There can also be no assurance that the steps we take to obtain, maintain, protect, and enforce our intellectual property rights will be adequate. Our business may be adversely affected when our patents are unenforceable, the claims allowed under our patents are not sufficient to protect our technology, our patent applications are denied, or our trade secrets are not adequately protected. In addition, we may lose a competitive advantage in the event we are unsuccessful in enforcing our rights against third parties, third parties are successful in enforcing their rights against us, or our competitors are able to develop technology independently that is similar to ours without infringing on our patents or gaining access to our trade secrets. As a result, any technology disputes involving us or our customers or supplying vendors or limitations on our ability to protect or enforce our intellectual property rights could have a material adverse impact on our business, financial condition and results of operations.
| Unexpected events could disrupt our business and adversely affect our results of operations. | ||||||||||||||
Unexpected or unanticipated events, including, without limitation, computer system disruptions, unplanned power outages, fires or explosions at drilling rigs, natural disasters such as hurricanes and tornadoes (occurrences of which may increase in frequency and severity as a result of climate change), war or terrorist activities, supply disruptions, failure of equipment, changes in laws and/or regulations impacting our businesses, pandemic illness and other unforeseeable circumstances that may arise from our increasingly connected world or otherwise, could adversely affect our business. It is not possible for us to predict the occurrence or consequence of any such events. However, any such events could create unforeseen liabilities, reduce our ability to provide drilling and related technology services, reduce demand for our services, or make it more difficult or costly to provide services, any of which may ultimately have a material adverse effect on our business, financial condition and results of operations.
Reliance on management and competition for experienced personnel may negatively impact our operations or financial results. | ||||||||||||||
We greatly depend on the efforts of our executive officers and other key employees to manage our operations. Similarly, we utilize highly skilled personnel in operating and supporting our businesses and in developing new technologies. In times of high utilization, it can be difficult to find and retain qualified individuals and, during the recent period of sustained declines in oil and natural gas prices, there have been reductions in the oil field services workforce, both of which have resulted and may in the future result in higher labor costs. The loss of members of management or the inability to attract and retain qualified personnel could have a material adverse effect on our business, financial condition and results of operations. In addition, the unexpected loss of members of management, qualified personnel or a significant number of employees due to disease, disability, or death, could have a detrimental effect on us.
The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. | ||||||||||||||
In fiscal year 2025, we received approximately 54.0 percent of our consolidated operating revenues from our ten largest drilling services and solutions customers (including their affiliates) and approximately 25.6 percent of our consolidated operating revenues from our three largest drilling services and solutions customers (including their affiliates). If one or more of our larger customers terminated their contracts, failed to renew existing contracts with us, suspended active contracts for a prolonged period or refused to award us with new contracts, it could have a material adverse effect on our business, financial condition and results of operations. Further, consolidation among oil and natural gas exploration and production companies may reduce the number of available customers. See “—Consolidation in our industry may impact our results of operations” for additional disclosure regarding consolidations in our industry.
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Our current backlog of drilling services and solutions revenue may decline and may not be fully realized as fixed‑term contracts and, in certain instances, these contracts can be terminated without an early termination payment or suspended without standby or force majeure compensation. | ||||||||||||||
Fixed‑term drilling contracts typically allow customers to terminate the agreement early for convenience, default, or extended force majeure events. An “early termination payment” is usually owed to us if a contract is terminated prior to expiration of the fixed term. However, in the event of default, such as destruction of a drilling rig, our 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. Even in cases where such payment is owed, customers may be unable or unwilling to pay it during depressed market conditions and may seek to suspend, negotiate, or terminate the contract instead. Additionally, some drilling contracts within our recently acquired KCA Deutag subsidiary do not include provisions for early termination payments or compensation for drilling suspension.
Regardless of the reason for an early termination or suspension of a contract, such termination or suspension can lead to a drilling rig being idle for an extended period if we cannot promptly secure new contracts on substantially similar terms, which could have a material adverse effect on our business, financial condition and results of operations. As of September 30, 2025, our drilling services backlog was approximately $4.8 billion for future revenues under firm commitments. Our drilling services backlog may decline over time if existing contract term coverage is not replaced by new term contracts or price modifications for existing contracts. Factors, such as low or declining oil prices and reduced capital spending by our customers can contribute to this decline. Our inability or the inability of our customers to meet contractual obligations may have a material adverse impact on our business, financial condition and results of operations.
Our contracts with NOCs may expose us to greater risks than we normally assume in contracts with non-governmental customers. | ||||||||||||||
We currently own and operate rigs and have deployed technology under contracts with foreign national oil companies. In the future, we may expand our International Solutions operations and enter into additional, significant contracts with national oil companies. The terms of these contracts may contain non-negotiable provisions and may expose us to greater commercial, political, operational, and other risks than we assume in other contracts. Foreign contracts may expose us to materially greater environmental liability and other claims for damages (including consequential damages) and personal injury related to our operations, or the risk that the contract may be terminated or suspended by our customer without cause on short-term notice, contractually or by governmental action, or under certain conditions that may not provide us with an early termination payment or standby compensation. We can provide no assurance that increased risk exposure will not have an adverse impact on our future operations or that we will not increase the number of rigs contracted, or the amount of technology deployed, to national oil companies with commensurate additional contractual risks. Risks that accompany contracts with national oil companies could ultimately have a material adverse impact on our business, financial condition and results of operations.
| Control of oil and natural gas reserves by NOCs may affect the demand for our services and products and create additional risks in our operations. | ||||||||||||||
Much of the world’s oil and natural gas reserves are controlled by NOCs, which may require their contractors to meet local content requirements or other local standards, such as conducting our operations through joint ventures with local partners that could be difficult or undesirable for us to meet. The failure to meet the local content requirements and other local standards may adversely affect our operations in those countries. In addition, our ability to work with NOCs is subject to our ability to negotiate and agree upon acceptable contract terms.
Our drilling services operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates. | ||||||||||||||
Our drilling services operating expense includes all direct and indirect costs associated with the operation, maintenance and support of our drilling equipment, which is often not affected by changes in dayrates and utilization. During periods of reduced revenue and/or activity, certain of our fixed costs (such as depreciation) may not decline and often we may incur additional costs. During times of reduced utilization, reductions in costs may not be immediate as we may incur additional costs associated with maintaining and cold stacking a rig, or we may not be able to fully reduce the cost of our support operations in a particular geographic region due to the need to support the remaining drilling rigs in that region. Accordingly, a decline in revenue due to lower dayrates and/or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse impact on our business, financial condition and results of operations.
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Shortages of drilling equipment, supplies or other key materials could adversely affect our operations. | ||||||||||||||
The drilling services and solutions business is highly cyclical. During periods of increased demand for drilling services and solutions and periods of supply chain disruption, delays in delivery and shortages of drilling equipment and supplies can occur and it may take longer for our suppliers to service drilling components. Additionally, suppliers may seek to increase prices for equipment, supplies, and services, which we are unable to pass through to our customers, either due to contractual obligations or market constraints in the drilling services and solutions business. Further, certain key rig components, parts and equipment are also either purchased from, fabricated or serviced by a limited number of vendors, which, in some cases, may be thinly capitalized and disproportionately affected by any loss of business, downturn in the energy industry, supply chain disruptions, or reduction or availability of credit. The failure of one or more third-party suppliers, manufacturers or service providers to provide equipment, components, parts or services, whether due to capacity constraints, labor shortages or other labor-related difficulties, production or delivery disruptions, price increases, quality control issues, recalls or other decreased availability of parts and equipment, is beyond our control and could materially disrupt our operations or result in the delay, renegotiation or cancellation of drilling contracts, thereby causing a loss of contract drilling backlog and/or revenues to us, as well as an increase in operating costs. To date, as an industry leader, we have effectively managed these delays, disruptions, and shortages by engaging in near and long-term demand planning with multiple suppliers who provide and service key rig components, parts and equipment. However, if we are not able to effectively manage these disruptions and delays in the future, they could have a material adverse effect on our business, financial condition and results of operations.
| Continuing inflation and cost increases may impact our sales margins and profitability. | ||||||||||||||
Increases in the cost of labor, materials, parts, equipment, global transportation and logistics costs and other operational components have the potential to adversely affect our results of operations, cash flows and financial position by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers for our services. In addition, our customers are also affected by inflation and the rising costs of goods and services used in their businesses, which could negatively impact their ability to purchase our services, which could adversely impact our revenue and profitability. There is no guarantee that we can increase selling prices, replace lost revenue, or reduce costs to fully mitigate the effect of inflation on our costs and business, which may adversely impact our sales margins and profitability.
Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility. | ||||||||||||||
Certain of our international employees are unionized, and efforts may be made from time to time to unionize other portions of our workforce. We may in the future be subject to strikes or work stoppages and other labor disruptions in connection with unionization efforts or renegotiation of existing contracts with unions representing our international employees. For example, worker strikes of short duration are common in Argentina and our operations have experienced such strikes in the past. Union expansion, if successful, new collective bargaining agreements or work stoppages could materially increase our labor costs, reduce our revenues or limit our operational flexibility. Further, our responses to any union organizing efforts could negatively impact our reputation and have adverse effects on our business, financial condition and results of operations.
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. | ||||||||||||||
Public health crises, pandemics and epidemics and fear of such events have adversely impacted and may in the future again adversely impact our operations, the operations of our customers and the global economy, including worldwide demand for oil and natural gas and the level of demand for our services. We are not able to enumerate all potential risks to our business from such events. The full extent of the impact of public health crises, pandemics and epidemics on our business operations and financial results will depend largely on future developments and various factors beyond our control, such as the duration, severity and sustained geographic spread, and the impact and effectiveness of governmental actions to contain and treat such outbreaks, including government policies and restrictions; vaccine hesitancy, vaccine mandates, and voluntary or mandatory quarantines; and the global response surrounding such uncertainties.
Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations. | ||||||||||||||
Fuel conservation measures, alternative fuel requirements and increasing consumer demand for alternatives to oil and natural gas could reduce demand for oil and natural gas. Since our business depends on the level of activity in the oil and natural gas industry, any improvement in or new discoveries of alternative energy technologies that increase the use of alternative forms of energy and reduce the demand for oil and natural gas could have a material adverse effect on our business, financial condition and results of operations.
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Our business and results of operations may be adversely affected by foreign political, economic and social instability risks, foreign currency restrictions and devaluation, and various local laws associated with doing business in certain foreign countries. | ||||||||||||||
We currently have drilling operations in South America (primarily Argentina and Colombia), the Middle East, Europe, Africa and Australia. In the future, we may further expand the geographic reach of our operations. As a result, we are exposed to several political, economic and other uncertainties not encountered in U.S. operations, including increased risks of social unrest, strikes, terrorism, war, kidnapping of employees, nationalization, and forced negotiation or modification of contracts; difficulty resolving disputes (including technology disputes) and enforcing contract provisions, expropriation of equipment as well as expropriation of oil and gas exploration and drilling rights; taxation policies; foreign exchange restrictions and restrictions on repatriation of income and capital; currency rate fluctuations; increased governmental ownership and regulation of the economy and industry in the markets in which we operate; economic and financial instability of national oil companies; restrictive governmental regulation; bureaucratic delays; increased compliance costs; and general hazards associated with foreign sovereignty over certain areas in which operations are conducted.
South American countries, in particular, have historically experienced uneven periods of economic growth, as well as recession, periods of high inflation and general economic and political instability. From time to time, these risks have impacted our business. For example, in Argentina, while our dayrate is denominated in U.S. dollars, we are paid in Argentine pesos and Argentina has a history of implementing currency controls, which limit our ability to access U.S. Dollars in Argentina and repatriate cash from our Argentina operations. Argentina’s economy is currently considered highly inflationary, which is defined as cumulative inflation rates exceeding 100% in the most recent three-year period based on inflation data published by the respective governments. Nonetheless, all of our foreign operations use the U.S. dollar as the functional currency and local currency monetary assets and liabilities are remeasured into U.S. dollars with gains and losses resulting from foreign currency transactions included in current results of operations. For fiscal year 2025, we recognized aggregate foreign currency losses of $3.8 million in Argentina. Our aggregate foreign currency losses across all of our operations for fiscal years 2025, 2024 and 2023 were $9.7 million, $5.5 million and $6.4 million, respectively. However, in the future, we may incur larger currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars from Argentina or elsewhere, which could have a material adverse impact on our business, financial condition and results of operations. The Central Bank of Argentina maintains currency controls that limit our ability to access U.S. dollars in Argentina and remit cash from our Argentine operations. The execution of certain trades known as Blue Chip Swaps effectively results in a parallel U.S. dollar exchange rate.
As a result of the KCA Deutag acquisition, we have also recently expanded operations into Europe and Africa and have increased our presence in the Middle East. Certain aspects related to operating in these new regions may present new obstacles including a less familiar geopolitical landscape, new customers with whom we have less established relationships, pressure from local governments to hire local employees, use local suppliers or to direct business to nationalized companies, unfamiliar operating conditions and a distinct regulatory environment.
Additionally, there can be no assurance that there will not be changes in local laws, regulations and administrative requirements or the interpretation thereof, which could have a material adverse effect on the profitability of our operations or on our ability to continue operations in certain areas. Because of the impact of local laws, our future operations in certain areas may be conducted through entities in which local citizens own interests and through entities (including joint ventures) in which we have limited control or hold only a minority interest or pursuant to arrangements under which we conduct operations under contract to local entities. There can be no assurance that we will in all cases be able to structure or restructure our operations to conform to local law (or the administration thereof) on terms we find acceptable.
The future occurrence of one or more international events arising from the types of risks described above could have a material adverse impact on our business, financial condition and results of operations.
| FINANCIAL RISKS | ||||||||||||||
Covenants in our debt agreements restrict our ability to engage in certain activities. | ||||||||||||||
Our current debt agreements pertaining to certain long‑term unsecured debt, our unsecured Amended and Restated Credit Agreement (the "Amended Credit Facility") and our unsecured term loan credit agreement (the "Term Loan Credit Agreement") contain, and our future financing arrangements likely will contain, various covenants that may in certain instances restrict our ability to, among other things, incur, assume or guarantee additional indebtedness, incur liens, sell or otherwise dispose of all or substantially all of our assets, enter into new lines of business, and merge or consolidate. In addition, the Amended Credit Facility and the Term Loan Credit Agreement require us to maintain a funded leverage ratio (as defined therein) of less than or equal to 55 percent and certain priority debt (as defined therein) may not exceed 17.5 percent of our net worth (as defined therein). Such restrictions may limit our ability to successfully execute our business plans, which may have adverse consequences on our operations.
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We may be required to record impairment charges with respect to our drilling rigs and other assets. | ||||||||||||||
We evaluate our drilling rigs and other assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Lower utilization and dayrates adversely affect our revenues and profitability. Prolonged periods of low utilization and dayrates may result in the recognition of impairment charges if future cash flow estimates, based upon information available to management at the time, indicate that the carrying value of an asset group may not be recoverable. Drilling rigs in our fleet may become impaired in the future if oil and gas prices decline or remain low for a prolonged period of time or if market conditions deteriorate or if we restructure our drilling fleet.
Any impairment could have a material adverse effect on our consolidated financial statements. The facts and circumstances included in our impairment assessments are described in Part II, Item 8—Financial Statements and Supplementary Data.
A downgrade in our credit ratings could negatively impact our cost of and ability to access capital. | ||||||||||||||
Our ability to access capital markets or to otherwise obtain sufficient financing is enhanced by our senior unsecured debt ratings as provided by major U.S. credit rating agencies. Factors that may impact our credit ratings include debt levels, liquidity, asset quality, cost structure, commodity pricing levels, industry conditions and other considerations. A ratings downgrade could adversely impact our ability in the future to access debt markets, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.
Our ability to access capital markets could be limited. | ||||||||||||||
From time to time, we may need to access capital markets to obtain financing. Our ability to access capital markets for financing could be limited by oil and gas prices, our existing capital structure, our credit ratings, the state of the economy, the health or market perceptions of the drilling and overall oil and gas industry, ESG-related regulatory and investor requirements, the liquidity of the capital markets and other factors. Many of the factors that affect our ability to access capital markets are outside of our control. There have been efforts within the investment community (including investment advisors, investment fund managers, sovereign wealth funds, public pension funds, universities and individual investors) to promote the divestment of, or limit investment in, the stock of companies in the oil and gas industry, which, if successful, could limit our ability to access capital markets. See “—Public and investor sentiment towards climate change, fossil fuels and other ESG matters could adversely affect our cost of capital and the price of our common stock.” No assurance can be given that we will be able to access capital markets on terms acceptable to us when required to do so, which could have a material adverse impact on our business, financial condition and results of operations.
Our marketable securities may lose significant value due to credit, market and interest rate risks. | ||||||||||||||
The value of our marketable securities are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by unusual events, such as global health crises and political instability. A significant loss in value of our investments would negatively impact our debt ratio and financial strength.
We may not be able to generate cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations. | ||||||||||||||
Our ability to make future scheduled payments on or to refinance our debt obligations, including any future debt obligations, depends on our financial position, results of operations and cash flows. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investment decisions and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. Furthermore, these alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial position at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would be a default (if not waived) and would likely result in a reduction of our credit rating, which could harm our ability to seek additional capital or restructure or refinance our indebtedness.
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| LEGAL AND REGULATORY RISKS | ||||||||||||||
The physical effects of climate change and the regulation of greenhouse gases and climate change could have a negative impact on our business. | ||||||||||||||
The physical and regulatory effects of climate change and a global transition to a low carbon economy could have a negative impact on our operations, our customers’ operations and the overall demand for our customers' products and services. In recent years, international, national, state, regional and local regulatory bodies have focused on emissions of certain gases, commonly referred to as “greenhouse gases” (“GHGs”) including carbon dioxide and methane, and climate change issues. Legislation to regulate GHG emissions has periodically been introduced, and such legislation may be proposed or adopted in the future. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting, tracking programs, attestation requirements and regulations that directly limit GHG emissions from certain sources. Some of the proposals would require industries to meet stringent new standards that would require substantial reductions in carbon emissions. Those reductions could be costly and difficult to implement.
In recent years, the United States has twice entered into and withdrawn from the “Paris Agreement” that requires member countries to review and “represent a progression” in their intended nationally determined GHG contributions. Recent changes in, and resulting uncertainty around, the United States' approach to climate change and GHG regulation further complicate efforts to prepare for future policy changes.
It is not possible at this time to fully predict the timing and effect of climate change or the extent and contents of any additional GHG legislation, regulations or other measures adopted by governments that may impact our business. However, more aggressive efforts by governments and non-governmental organizations to reduce GHG emissions have occurred and may continue based on the findings set forth in the IPCC Reports and any such future laws and regulations could result in increased compliance costs, reduced returns on investment, or additional operating restrictions. They may also affect the demand for our customers' products and, accordingly, our services. In addition, increasing attention to the risks of climate change has resulted in an increased possibility of litigation, legislation, or investigations brought by public and private entities against oil and gas companies in connection with their GHG emissions. As a result, we or our customers may become subject to court orders compelling a reduction of GHG emissions or requiring financial, actual, or other mitigation of the effects of climate change. If we are unable to recover or pass through a significant level of our costs or are required to change our practices related to complying with climate change-related regulatory requirements imposed on us, it could have a material adverse impact on our business, financial condition and results of operations. Further, to the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of or access to capital. Climate change and GHG regulation could also negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the services we provide. An increased focus by the public on the reduction of GHG emissions as well as the results of the physical impacts of climate change could affect the demand for our customers’ products and have a negative effect on our business.
Governments have enacted, and may continue to enact, laws and regulations that mandate or provide economic incentives for the development of technologies and sources of energy other than oil and gas, such as wind and solar. Such legislation incentivizes the development, use and investment in these technologies and alternative energy sources and could accelerate the shift away from traditional oil and gas. If these future laws and regulations result in customers reducing their production of oil and gas, they could ultimately have an adverse effect on our business and prospects.
Beyond financial and regulatory impacts, the projected severe effects of climate change have the potential to directly affect our facilities and operations and those of our customers and suppliers, which could result in more frequent and severe disruptions to our business and those of our customers and suppliers, increased costs to repair damaged facilities or maintain or resume operations, and increased insurance costs. See above, “—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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New legislation and regulatory initiatives relating to hydraulic fracturing or other aspects of the oil and gas industry could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the services we provide. | ||||||||||||||
Several political and regulatory authorities, governmental bodies, and environmental groups devote resources to campaigns aimed at eradicating hydraulic fracking. We do not engage in any hydraulic fracturing activities. However, it is a common practice in our industry for our customers to recover natural gas and oil from shale and other formations through the use of horizontal drilling combined with hydraulic fracturing. Hydraulic fracturing is the process of creating or expanding cracks, or fractures, in formations using water, sand and other additives pumped under high pressure into the formation. The hydraulic fracturing process is typically regulated by state oil and natural gas commissions. Several states have adopted or are considering adopting regulations that could impose more stringent permitting, public disclosure, waste disposal and/or well construction requirements on oil and gas development, including hydraulic fracturing operations, or otherwise seek to ban fracturing activities altogether. In addition to state laws, some local municipalities have adopted or are considering adopting land use restrictions, such as city ordinances, that may restrict or prohibit the performance of well drilling in general and/or hydraulic fracturing in particular. Members of the U.S. Congress are analyzing, and a number of federal agencies have historically been requested to review, and, under the current or future administrations, may be requested to review again, a variety of environmental issues associated with hydraulic fracturing and the possibility of more stringent regulation. At September 30, 2025, we had approximately 37 rigs placed on federal land and three rigs in federal waters. Any new laws, regulations or permitting requirements regarding hydraulic fracturing could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the services we provide. For example, the Environmental Protection Agency has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel fuels. Widespread regulation significantly restricting or prohibiting hydraulic fracturing or other drilling activity by our customers could have a material adverse impact on our business, financial condition and results of operations.
Further, we conduct drilling activities in numerous states, including Oklahoma, where seismic activity may occur. In recent years, Oklahoma has experienced an increase in earthquakes. Studies are ongoing, but some parties believe that there is a correlation between hydraulic fracturing related activities and the increased occurrence of seismic activity. As a result, federal and state legislatures and agencies may seek to further regulate, restrict or prohibit hydraulic fracturing activities. Increased regulation and attention given to the hydraulic fracturing process could lead to greater opposition to oil and gas production activities using hydraulic fracturing techniques, operational delays or increased operating and compliance costs in the production of oil and natural gas from shale plays, added difficulty in performing hydraulic fracturing, and potentially a decline in the completion of new oil and gas wells, which could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the services we provide.
Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to numerous risks. | ||
We have developed, and may continue to develop and set, goals, targets, or other objectives related to sustainability matters. Statements related to these goals, targets and objectives reflect our current plans and do not constitute a guarantee that they will be achieved. Our efforts to research, establish, accomplish, and accurately report on these goals, targets, and objectives expose us to numerous operational, reputational, financial, legal, and other risks. Our ability to achieve any stated goal, target, or objective, including with respect to emissions reduction, is subject to numerous factors and conditions, some of which are outside of our control. Examples of such factors include: (1) the extent our customers' decisions directly impact, relate to, or influence the use of our equipment that creates the emissions we report, (2) the availability and cost of low- or non-carbon-based energy sources and technologies or abatement technologies, (3) evolving regulatory requirements affecting sustainability standards or disclosures, and (4) the availability of suppliers that can meet our sustainability and other standards. In addition, standards for tracking and reporting on sustainability matters, including climate-related matters, have not been harmonized and continue to evolve. Our processes and controls for reporting sustainability matters may not always comply with evolving and disparate standards for identifying, quantifying, and reporting such metrics, including sustainability-related disclosures that may be required of in-scope companies under U.S. state or federal regulations, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. Future acquisitions or dispositions may also impact our reporting, process, and progress on such goals. Our business may also face increased scrutiny from investors and other stakeholders, including from parties that oppose ESG initiatives, related to our sustainability activities, including the goals, targets, and objectives that we announce, and our methodologies and timelines for pursuing them. Our sustainability practices cannot meet all investor or other stakeholder expectations and standards, which continue to evolve, and our reputation, our ability to attract or retain employees or customers, and our attractiveness as an investment or business partner could be negatively affected. Similarly, our failure or perceived failure to pursue or fulfill our sustainability-focused goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation.
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Failure to comply with the U.S. Foreign Corrupt Practices Act or foreign anti‑bribery legislation could adversely affect our business. | ||||||||||||||
The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti‑bribery laws in other jurisdictions, including the United Kingdom Bribery Act 2010, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti‑bribery laws may conflict with local customs and practices and impact our business. Although we have programs in place requiring compliance with anti‑bribery legislation, any failure to comply with the FCPA or other anti‑bribery legislation could subject us to civil and criminal penalties or other sanctions, which could have a material adverse impact on our business, financial condition and results of operation. In addition, investors could negatively view potential violations, inquiries or allegations of misconduct under the FCPA or similar laws, which could adversely affect our reputation and the market for our shares. We could also face fines, sanctions and other penalties from authorities in the relevant foreign jurisdictions, including prohibition of our participating in or curtailment of business operations in those jurisdictions and the seizure of drilling rigs or other assets.
Our business is subject to complex and evolving laws and regulations regarding privacy, data security and consumer protection. | ||||||||||||||
The regulatory environment surrounding data privacy, data security and consumer protection is rapidly evolving and subject to constant change. New laws and regulations in this space pose increasingly complex compliance challenges, which may elevate our costs. In the normal course of business, we and our third-party partners collect, process, and store data that is subject to those specific laws and regulations.
Complying with the varying regulatory requirements outlined in foreign, federal, state, and local regulations is becoming increasingly complex, and could increase the costs and difficulty of compliance. Furthermore, violations of applicable privacy and data security laws, including but not limited to the GDPR, the CCPA as amended by the CPRA, and other U.S. sector-specific and comprehensive state privacy and data security laws, could result in significant penalties.
The GDPR applies to entities operating in the EU that process personal data and entities outside the EU that process personal data to provide goods or services to EU residents, directly or indirectly through vendors and subcontractors. As interpretation and enforcement of the GDPR evolves, it creates a range of new compliance obligations, which could cause us to incur costs and require us to change our business practices in a manner that does not align with our business objectives. Failure to comply could result in significant penalties of up to a maximum of four percent of our total global turnover of the preceding financial year or up to €20.0 million, which may materially adversely affect our business, reputation, results of operations, and revenue.
The CCPA, as amended by the CPRA gives California residents certain rights in relation to their personal data, and imposes obligations on certain entities that do business in California to protect those rights, which may apply to us. As the interpretation and enforcement of the CCPA/CPRA evolve, new compliance obligations emerge and may modify understanding regarding obligations imposed under the laws and regulations. Complying with these obligations could cause us to incur costs and shift our business practices in a manner that does not align with our business objectives. Significant financial penalties imposed by the CCPA/CPRA for noncompliance may materially adversely affect our business, results of operations and revenue. Similar legislation has been adopted in a number of other states, and is being considered by others.
Non-compliance with these and other privacy, data security, and consumer protection laws could also expose us to regulatory investigations, which could require significant resources for resolution and potentially result in fines and prospective relief. In addition, regulators may issue orders to stop processing personal data, which could disrupt operations. We could also be subject to litigation from persons or corporations allegedly affected by violations of these laws. Any violation of these laws or harm to our reputation could have a material adverse effect to our business, financial condition, reputation, or results of operations and prospects.
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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. | ||||||||||||||
Energy production and trade flows are subject to government policies, mandates, regulations, and trade agreements. Governmental policies affecting the energy industry, such as taxes, tariffs, duties, price controls, subsidies, incentives, foreign exchange rates, economic sanctions and import and export restrictions, can influence the viability and volume of production of certain commodities, the volume and types of imports and exports, whether unprocessed or processed commodity products are traded, and industry profitability. Disruptions of this sort can affect the price of oil and natural gas and may cause our customers to change their plans for exploration and production levels, in turn reducing the demand for our services. Moreover, many countries, including the United States, control the import and export of certain goods, services and technology and impose related import and export recordkeeping and reporting obligations. Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities. In particular, U.S. sanctions are targeted against certain countries that are heavily involved in the petroleum and petrochemical industries, which includes drilling activities.
Future government policies may adversely affect the supply of, demand for, and prices of oil and natural gas, restrict our ability to do business in existing and target markets, and adversely affect our business, financial condition and results of operations. The laws and regulations concerning import and export activity, recordkeeping and reporting, including customs, export controls and economic sanctions, are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations. Ongoing economic challenges may increase some governments’ efforts to enact, enforce, amend or interpret laws and regulations as a method to increase revenue. Shipments can be delayed and denied import or export for a variety of reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime. Any failure to comply with applicable legal or regulatory requirements governing international trade could also result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.
Our business, financial condition and results of operations could be affected by political instability and by changes in other governmental policies, mandates, regulations, and trade agreements, including monetary, fiscal and environmental policies, laws, regulations, acquisition approvals, and other activities of governments, agencies, and similar organizations. These risks include, but are not limited to, changes in a country’s or region’s economic or political conditions, local labor conditions and regulations, safety and environmental regulations, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange fluctuations, burdensome taxes and tariffs, enforceability of legal agreements and judgments, adverse tax, administrative agency or judicial outcomes, and regulation or taxation of greenhouse gases. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, could limit our ability to transact business in these markets and could adversely affect our business, financial condition and results of operations.
Legal claims and litigation could have a negative impact on our business. | ||||||||||||||
The nature of our business makes us susceptible to legal proceedings and governmental investigations from time to time. We design much of our own equipment and fabricate and upgrade such equipment in facilities that we operate. We also design and develop our own technology. If such equipment or technology fails to perform as expected, or if we fail to maintain or operate the equipment properly, there could be personal injuries, property damage, and environmental contamination, which could result in claims against us. Our ownership and use of proprietary technology and equipment could also result in infringement of intellectual property claims against us. See above “—Technology disputes and limitations on our ability to protect or enforce our intellectual property rights could negatively impact our costs, revenues, and any competitive advantage we hold." The Company also owns and operates a large fleet of motor vehicles, which creates an increased exposure to motor vehicle accidents. Also, we may be subject, and have been subject in the past, to litigation resulting from accidents involving motor vehicles. These lawsuits have resulted, and may result in the future, in the payment of substantial settlements or damages and increases in our insurance costs. In addition, during periods of depressed market conditions we may be subject to an increased risk of our customers, vendors, former employees and others initiating legal proceedings against us. Lawsuits or claims against us could have a material adverse effect on our business, financial condition and results of operations. Any litigation or claims, even if fully indemnified or insured, could negatively impact our reputation among our customers and the public, and make it more difficult for us to compete effectively or obtain adequate insurance in the future.
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Additional tax liabilities, limitations on our use of net operating losses and tax credits and/or our significant net deferred tax liability could affect our financial condition, income tax provision, net income, and cash flows. | ||||||||||||||
We are subject to income taxes in the United States and numerous other foreign and state jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly audited by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different than what is reflected in income tax provisions and accruals. An audit or litigation could materially affect our financial position, income tax provision, net income, or cash flows in the period or periods challenged. Tax rates in the various jurisdictions in which our subsidiaries are organized and conduct their operations may change significantly as a result of political or economic factors beyond our control. It is also possible that future changes to tax laws (including tax treaties in any of the jurisdictions that we operate in) could impact our ability to realize the tax savings recorded to date. Our ability to benefit from our deferred tax assets depends on us having sufficient future taxable income to utilize our net operating loss and tax credit carryforwards before they expire. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), generally imposes an annual limitation on the amount of net operating losses and other pre-change tax attributes (such as tax credits) that may be used to offset taxable income by a corporation that has undergone an “ownership change” (as determined under Section 382). An ownership change generally occurs if one or more shareholders (or groups of shareholders) that are each deemed to own at least 5 percent of our stock change their ownership by more than 50 percentage points over their lowest ownership percentage during a rolling three-year period. As of September 30, 2025, we have not experienced an ownership change and, therefore, utilization of our applicable tax attributes was not subject to an annual limitation (except for an immaterial portion thereof that we inherited in connection with an acquisition during 2017). However, if we were to experience ownership changes in the future as a result of subsequent shifts in our stock ownership, our ability to use certain pre-change tax attributes could potentially accelerate or permanently increase our future tax liabilities. Additionally, our future effective tax rates could be adversely affected by changes in tax laws (including tax treaties) or their interpretation. For example, the One Big Beautiful Bill Act signed into law on July 4, 2025, included many provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modification to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in fiscal year 2025 and others implemented through fiscal year 2027. Currently, the legislation should not have a material impact on our effective tax rate.
Our deferred tax liability associated with property, plant and equipment is significant, which could materially increase the amount of cash income taxes that we pay in the future and, thus, adversely affect our cash flows. Our future capital expenditures, our results of operations and changes in income tax laws could significantly impact the timing of the reversal of our deferred tax liabilities and the timing and amount of our future cash income taxes. While management intends to minimize our income taxes payable in future years to the extent possible, the amount and timing of cash income taxes ultimately paid are based on the aforementioned factors as well as others and are subject to change.
Failure to comply with or changes to governmental and environmental laws could adversely affect our business. | ||||||||||||||
Many aspects of our operations are subject to various laws and regulations in the jurisdictions where we operate, including those relating to drilling practices and comprehensive and frequently changing laws and regulations relating to the safety and protection of human health and the environment. Environmental laws apply to the oil and gas industry including those regulating air emissions, discharges to water, and the transport, storage, use, treatment, disposal and remediation of, and exposure to, solid and hazardous wastes and materials. These 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. If we fail to comply with these laws and regulations, we could be exposed to substantial administrative, civil and criminal penalties, delays in permitting or performance of projects and, in some cases, injunctive relief. Violations of environmental laws may also result in liabilities for personal injuries, property and natural resource damage and other costs and claims. In addition, environmental laws and regulations in the United States impose a variety of requirements on “responsible parties” related to the prevention of oil spills and liability for damages from such spills. As an owner and operator of drilling rigs, we may be deemed to be a responsible party under these laws and regulations. Additionally, certain actions by federal, state and local regulators relating to the protection of threatened or endangered species or critical habitats may result in limitations on exploration and production activities, thereby reducing demand for our services.
Additional legislation or regulation and changes to existing legislation and regulation may reasonably be anticipated, and the effect thereof on our operations cannot be predicted. 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. To the extent new laws are enacted or other governmental actions are taken that prohibit or restrict drilling in areas where we operate or impose additional environmental protection requirements that result in increased costs to the oil and gas industry, in general, or the drilling industry, in particular, our business or prospects could be materially adversely affected.
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| RISKS RELATED TO OUR COMMON STOCK AND CORPORATE STRUCTURE | ||||||||||||||
We may reduce or suspend our dividend in the future. | ||||||||||||||
We have paid a quarterly dividend for many years and commencing in fiscal 2023 paid a quarterly supplemental dividend in addition to the established base dividend as part of a supplemental capital allocation plan. On July 25, 2024, we announced that we would suspend our supplemental dividend in fiscal year 2025 as a part of the acquisition of KCA Deutag announced in July 25, 2024. Our most recent quarterly base dividend declared was $0.25 per share. In the future, our Board of Directors may, without advance notice, determine to reduce or suspend our dividends in order to maintain our financial flexibility and best position the Company for long‑term success. The declaration and amount of future dividends is at the discretion of our Board of Directors and will depend on our financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements and other factors and restrictions our Board of Directors deems relevant. In addition, any elimination of, or downward revision in our dividend payments could have an adverse effect on the market price of our common stock. The likelihood that dividends will be reduced or suspended is increased during periods of prolonged market weakness or uncertainty. In addition, our ability to pay dividends may be limited by agreements governing our indebtedness now or in the future. There can be no assurance that we will not reduce our dividend or that we will continue to pay a dividend in the future.
The market price of our common stock may be highly volatile, and investors may not be able to resell shares at or above the price paid. | ||||||||||||||
The trading price of our common stock may be volatile. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as other general economic, market or political conditions, could reduce the market price of our common stock in spite of our operating or financial performance. The following factors, in addition to other factors described in this “Risk Factors” section and elsewhere in this Form 10-K, may have a significant impact on the market price of our common stock:
•changes in customer needs, expectations or trends and our ability to maintain relationships with key customers;
•our ability to implement our business strategy;
•changes in our capital structure, including the issuance of additional debt;
•public announcements (including the timing of these announcements) regarding our business, financial performance and prospects or new products or services, product enhancements, technological advances or strategic actions, such as acquisitions, restructurings or significant contracts, by our competitors or us;
•trading activity in our stock, including portfolio transactions in our stock by us, our executive officers and directors, and significant stockholders or trading activity that results from the ordinary course rebalancing of stock indices in which we may be included;
•short-interest in our common stock, which could be significant from time to time;
•our inclusion in, or removal from, any stock indices;
•investor perception of us and the industry and markets in which we operate;
•increased focus by the investment community on sustainability practices at our company and in the oil and natural gas industry generally;
•changes in earnings estimates or buy/sell recommendations by securities analysts;
•whether or not we meet earnings estimates of securities analysts who follow us;
•regulatory or legal developments in the United States and foreign countries where we operate; and
•general financial, domestic, international, economic, and market conditions, including overall fluctuations in the U.S. equity markets.
2025 FORM 10-K | 34Table of Contents
Certain provisions of our corporate governing documents could make an acquisition of our company more difficult. | ||||||||||||||
The following provisions of our charter documents, as currently in effect, and Delaware law could discourage potential proposals to acquire us, delay or prevent a change in control of us or limit the price that investors may be willing to pay in the future for shares of our common stock:
•our certificate of incorporation permits our Board of Directors to issue and set the terms of preferred stock and to adopt amendments to our bylaws;
•our bylaws contain restrictions regarding the right of stockholders to nominate directors and to submit proposals to be considered at stockholder meetings;
•our bylaws restrict the right of stockholders to call a special meeting of stockholders; and
•we are subject to provisions of Delaware law which restrict us from engaging in any of a broad range of business transactions with an “interested stockholder” for a period of three years following the date such stockholder became classified as an interested stockholder.
| The choice of forum provision in our bylaws could limit our stockholders’ ability to obtain what such stockholders’ believe to be a favorable judicial forum for disputes with us or our directors, officers, or employees. | ||||||||||||||
Our amended and restated bylaws provide that unless we consent to the selection of an alternative forum (a) the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent to us or our stockholders, (iii) any action asserting a claim against us or any director, officer, stockholder, employee or agent arising out of or relating to any provision of the General Corporation Law of the State of Delaware (the “DGCL”), our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us or any director, officer, stockholder, employee or agent governed by the internal affairs doctrine of the State of Delaware. If the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware; and (b) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act will be the federal district courts of the United States of America. This exclusive forum provision is not intended to apply to claims arising under the Exchange Act. While the Delaware Supreme Court has upheld the validity of similar provisions under the DGCL, there is uncertainty as to whether a court in another state would enforce such a forum selection provision. Our exclusive forum provision does not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
This choice of forum provision may subject a stockholder to increased costs to bring a claim and limit a stockholder's ability to bring a claim in a judicial forum that he, she or it believes to be favorable for disputes with the Company or its directors, officers or other employees or agents, which may discourage such lawsuits. It is possible that a court could find these exclusive forum provisions inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, and we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board of Directors.
Public and investor sentiment towards climate change, fossil fuels and other ESG matters could adversely affect our cost of capital and the price of our common stock. | ||||||||||||||
There have been efforts within the investment community (including by investment advisors, investment fund managers, sovereign wealth funds, public pension funds, universities and individual investors) to promote the divestment of, or limit investment in, the stock of companies in the oil and gas industry. There has also been pressure on lenders and other financial services companies to limit or curtail financing of companies in the oil and gas industry. Because we operate within the oil and gas industry, if these efforts continue or expand, our stock price and our ability to raise capital may be negatively impacted.
2025 FORM 10-K | 35Table of Contents
Some members of the investment community have increased their focus on ESG practices and disclosures by public companies, including practices and disclosures related to climate change and sustainability, DE&I initiatives, and heightened governance standards. As a result, we may continue to face pressure regarding our ESG disclosures and practices. See above "—Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to numerous risks." Additionally, members of the investment community and ratings agencies may screen companies such as ours for ESG disclosures and performance before investing in or rating our stock or other securities and many large institutional investors have committed to allocating a percentage of their investment products towards ESG investments. With respect to any of these investors or ratings agencies, our ESG disclosures and efforts may not satisfy the investor requirements or their requirements may not be made known to us. If we or our securities are unable to meet the ESG standards or investment criteria set by these investors and funds, we may lose investors or investors may allocate a portion of their capital away from us, our cost of capital may increase, and our stock price may be negatively impacted.
Likewise, others in the investment community (and some regulators) have expressed opposition to certain ESG initiatives, including by advancing "anti-ESG" policies. This divergence in stakeholder expectations may increase legal and compliance costs, expose us to political or reputational risks, and potentially disrupt relationships with certain stakeholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS | ||||||||||||||
None.
ITEM 1C. CYBERSECURITY | ||||||||||||||
Our cybersecurity program is designed to protect our information and operations from external and internal cyber threats while supporting business resiliency. We employ a risk-based information security process aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework to identify, prioritize and mitigate cyber risks.
Risk Management and Governance
Board of Directors
Our Board of Directors (“Board”) and its committees oversee the risk management functions of the Company. Our Audit Committee plays a significant role in oversight of risks, including cybersecurity. At least quarterly, the Audit Committee receives an update on cybersecurity matters from the Company’s Senior Vice President of Information Technologies and Engineering and our Vice President & Global Chief Information Security Officer (“CISO”). These updates address a broad spectrum of cybersecurity topics including recent developments, evolving technology practices, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, cybersecurity considerations arising with respect to the Company’s third-party service providers, and other cybersecurity considerations. Our Vice President of Internal Audit also updates the Audit Committee at least quarterly on internal audit matters, including those related to information technology and security. Additionally, the Company’s Cybersecurity Incident Reporting process (described below), provides that potentially significant cybersecurity incidents be promptly reported to the Chairman of the Audit Committee, who will also receive ongoing updates regarding any such incident as appropriate. Cybersecurity incidents determined to be material are reported to the Board of Directors promptly following such determination.
Management
Our CISO oversees an internal cross-functional information technology governance, risk, and compliance team that actively maintains a register of risks and mitigation measures under the umbrella of our enterprise risk management program. Our enterprise risk management program is designed to identify and monitor risks to the Company, assess the Company’s risk mitigation plans, and consult on further measures that can be taken to address new and existing risks. Our Enterprise Risk Management Committee, which meets quarterly, is comprised of our executive officers, Senior Vice President of Information Technologies and Engineering, CISO, Chief Accounting Officer, Vice President of Internal Audit, Corporate Secretary, and Director – Risk Management & Insurance. Our Risk Management and Insurance Department is responsible for the implementation of our enterprise risk management program and maintains a register of risks and initiates reviews and assessments. The Director of Risk Management and Insurance reports to the Audit Committee and full Board on a quarterly basis.
2025 FORM 10-K | 36Table of Contents
Cybersecurity Program
Our cybersecurity program includes, among other things:
•ongoing monitoring of systems for security threats at a base level
•an internal team that focuses on higher level threats and conducts threat hunting activities
•monitoring of the cyber threat landscape using a variety of sources, including engagement with domestic and international governmental security agencies, and industry groups
•periodic engagement of third parties to test for vulnerabilities in our information technology systems, assess cybersecurity risk levels, and assess our cybersecurity policies and framework
•compliance audits of our information technology processes by our internal audit team, which also monitors the progress of any remediation activities
•employee training to raise awareness of cyber risks and behaviors that increase vulnerabilities
•periodic exercises to test information technology security protocols
•periodic exercises to test information security protocols to enhance crises management readiness and business continuity capabilities
•systems and processes designed to assess, oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems we use
•overseeing alignment with customer cybersecurity requirements
Cybersecurity Incident Reporting Process (“CIR Process”)
Our CIR Process is a formalized approach following the NIST framework for evaluating cybersecurity incidents and prioritizing response efforts based on established criteria. The key components of the CIR Process include:
•Cybersecurity incident prioritization
•Timelines and communications protocols, including establishing reporting thresholds pursuant to which incidents are escalated within the Company, and, where appropriate, reported promptly to the Cyber Review Committee, the Audit Committee Chairman, the Chief Executive Officer and Chief Financial Officer, and the Board of Directors
•Procedures related to our Cyber Review Committee described below
•A formalized methodology for evaluating the impact of cybersecurity incidents
The Cyber Review Committee (“Cyber Committee”) is a sub-committee of our Disclosure Committee comprised of our Chief Accounting Officer; Senior Vice President of Information Technology and Engineering; CISO; general counsels; Vice President – Investor Relations; Director – Risk Management & Insurance; and Vice President – Global Security & Administration. Pursuant to the CIR Process, cybersecurity incidents classified as high priority are reported to the Cyber Committee. The Cyber Committee’s responsibilities include:
•providing feedback and direction to our information technology teams on incident investigations
•coordinating other departments, consultants, and advisors as needed
•communicating with our executive officer team, Disclosure Committee, independent auditor, and the Chair of the Audit Committee
•initiating the materiality determination methodology and assessing materiality of incidents (quantitative and qualitative)
•based on materiality analysis, making a recommendation to the Chief Executive Officer and Chief Financial Officer that an incident should be deemed material
2025 FORM 10-K | 37Table of Contents
Material Cybersecurity Risks and Threats
| ITEM 2. PROPERTIES | ||||||||||||||
Drilling Services and Solutions Operations
Our property consists primarily of drilling rigs and ancillary equipment. We own substantially all of the equipment used in our businesses. For further information on the status of our drilling fleet, see Item 1—Business—"Drilling Fleet.”
Real Property
We own or lease office and yard space to support our ongoing operations, including field and district offices in the United States and internationally. Additionally, we lease a fabrication and assembly facility in Galena Park, Texas as well as a maintenance and overhaul facility near Tulsa, Oklahoma. We own a manufacturing and office facility in Bad Bentheim, Germany, and lease fabrication and assembly facilities in both Oman and Saudi Arabia.
We also own a limited number of commercial real estate properties located in Tulsa, Oklahoma for investment purposes. Our real estate investments include a shopping center and undeveloped real estate. During the fiscal year ended September 30, 2025, we committed to a plan to sell a significant portion of our real estate portfolio, including a shopping center comprised of approximately 371,000 leasable square feet with a net book value of $12.0 million.
| ITEM 3. LEGAL PROCEEDINGS | ||||||||||||||
See Note 16—Commitments and Contingencies to our Consolidated Financial Statements for information regarding our legal proceedings.
| ITEM 4. MINE SAFETY DISCLOSURES | ||||||||||||||
Not applicable.
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| PART II | ||||||||||||||
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | ||||||||||||||
Market Information and Dividends
The principal market on which our common stock is traded is the New York Stock Exchange under the ticker symbol “HP.” As of November 10, 2025, there were 313 record holders of our common stock as listed by our transfer agent’s records.
We have paid quarterly cash dividends on our common stock during the past two fiscal years. Payment of future dividends will depend on earnings and other factors and is subject to Board approval.
2025 FORM 10-K | 39Table of Contents
Performance Graph
The following performance graph reflects the yearly percentage change in our cumulative total stockholder return on common stock as compared with the cumulative total return on the S&P 600 Index, Dow Jones U.S. Select Oil Equipment & Services Index, and Philadelphia Stock Exchange Oil Service Sector Index. All cumulative returns assume an initial investment of $100, the reinvestment of dividends and are calculated on a fiscal year basis ending on September 30 of each year.
| Indexed Returns | |||||||||||||||||||||||||||||||||||
| Base Period | Years Ending | ||||||||||||||||||||||||||||||||||
| Company / Index | Sep 2020 | Sep 2021 | Sep 2022 | Sep 2023 | Sep 2024 | Sep 2025 | |||||||||||||||||||||||||||||
| Helmerich & Payne, Inc. | $ | 100.00 | $ | 194.00 | $ | 266.00 | $ | 315.00 | $ | 246.00 | $ | 196.00 | |||||||||||||||||||||||
| S&P 600 Index | 100.00 | 158.00 | 128.00 | 141.00 | 177.00 | 184.00 | |||||||||||||||||||||||||||||
| Dow Jones U.S. Select Oil Equipment & Services Index | 100.00 | 193.00 | 205.00 | 348.00 | 296.00 | 291.00 | |||||||||||||||||||||||||||||
| Philadelphia Stock Exchange Oil Service Sector Index | 100.00 | 207.00 | 223.00 | 357.00 | 295.00 | 259.00 | |||||||||||||||||||||||||||||
The above performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.
ITEM 6. (RESERVED) | ||||||||||||||
Reserved.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||||||||||||
The following discussion should be read in conjunction with Part I of this Form 10‑K as well as the Consolidated Financial Statements and related notes thereto included in Part II, Item 8— Financial Statements and Supplementary Data of this Form 10‑K. Our future operating results may be affected by various trends and factors which are beyond our control. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this Form 10-K under “Cautionary Note regarding Forward-Looking Statements” and Item 1A—Risk Factors. Accordingly, past results and trends should not be used by investors to anticipate future results or trends.
2025 FORM 10-K | 40Table of Contents
Executive Summary | ||||||||||||||
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. 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. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
As of September 30, 2025, our drilling rig fleet included a total of 367 drilling rigs. Our reportable operating business segments consist of the North America Solutions segment with 223 rigs, the International Solutions segment with 137 rigs, and the Offshore Solutions segment with seven offshore platform rigs as of September 30, 2025. 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 fiscal year 2025, we had 208 active contracted rigs, of which 131 were under a fixed-term contract and 77 were working well-to-well, compared to 170 contracted rigs at September 30, 2024. Our long-term strategy remains focused on innovation, technology, safety, operational excellence and reliability. As we move forward, we believe that our rig fleet, technology offerings, financial strength, contract backlog and strong customer and employee base position us very well to respond to continued cyclical and often times volatile market conditions and to take advantage of future opportunities.
Market Outlook | ||||||||||||||
Our revenues are primarily derived from the capital expenditures of companies involved in the exploration, development and production of crude oil and natural gas (“E&Ps”). Generally, the level of capital expenditures is dictated by capital budgets set to achieve respective production targets in relation to current and expected future prices of crude oil and natural gas, which are determined by various supply and demand factors and have historically been volatile. Furthermore, E&Ps have become more fiscally disciplined in their level of capital expenditures relative to commodity price fluctuations and the amount of free cash flows that can be returned to their shareholders, which has resulted in less volatility within the oilfield service businesses, including our operations.
Earlier in calendar 2025, the announcements by the U.S. government regarding the implementation of global tariffs and OPEC+ regarding the planned increase of crude oil supply created continued uncertainty in the global energy markets. More recently, heightened geopolitical tensions in the Middle East have perpetuated and elevated the level of uncertainty further. Although we do not anticipate that these announcements and events, particularly the tariff announcements and the armed conflict in the Middle East, will have a direct material impact on the Company's operations or financial results, we believe the indirect effects could potentially lead to reduced activity in fiscal year 2026 as operators evaluate activity levels commensurate with commodity prices. Both crude oil and natural gas prices are volatile and global economic conditions heavily influence activity levels in the United States. In our international operations, commodity pricing has an impact on potential activity by our customers; 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.
Subsequent to September 30, 2025, we received notifications for seven rigs to resume operations in Saudi Arabia during the first half of calendar year 2026. With the rig resumptions, the total operating rig count in country will increase to 24 total rigs by the middle of calendar year 2026.
Recent Developments | ||||||||||||||
KCA Deutag Acquisition
On the Closing Date, H&P completed the Acquisition of KCA Deutag pursuant to 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 existing debt, including, as applicable, the payment of all accrued and unpaid interest, premiums, and fees. The cash consideration was funded through a combination of net proceeds from the Company’s September 2024 senior notes offering, net proceeds from the funding of the Company’s Term Loan Credit Agreement, cash on hand, and monetization of our investment in ADNOC Drilling.
2025 FORM 10-K | 41Table of Contents
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 the announcement of the Acquisition in July 2024 through September 2025, KCA Deutag and the Company have received notifications of contract suspensions for rigs from the legacy KCA Deutag rig fleet operating in Saudi Arabia. Through September 30, 2025, the Company's total rig suspensions were 27 rigs. Subsequent to the fiscal year ended September 30, 2025, we received resumption notices for seven rigs. The suspended rigs are expected to resume performance in fiscal year 2026.
At the time the Acquisition was announced, we initially expected to realize approximately $25 million in synergies. Since that time, we have been able to conduct a more detailed analysis of possible synergies, and we also launched a broader review of our enterprise cost structure. We now anticipate realizing in excess of our original expectations from the combination of synergies associated with the Acquisition and other permanent cost-saving initiatives (such as our workforce reduction plan discussed in Note 16—Restructuring Charges) and expect our general and administrative expenses will be reduced by $50 million relative to our pro forma annualized expectations. We believe these cost-saving efforts will become increasingly evident in the forthcoming quarters.
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™.
| Contract Backlog | ||||||||||||||
Drilling contract backlog is the expected future dayrate revenue from executed contracts. We calculate backlog as the total expected revenue from fixed-term contracts and do not include any anticipated contract renewals or expected performance bonuses as part of its calculation. Additionally, contracts that currently contain month-to-month terms are represented in our backlog as one month of unsatisfied performance obligations. In addition to depicting the total expected revenue from fixed-term contracts, backlog is indicative of expected future cash flow that the Company expects to receive regardless of whether a customer honors the fixed-term contract to expiration of a contract or decides to terminate the contract early and pay an early termination payment. In the event of an early termination payment, the timing of the recognition of backlog and the total amount of revenue may differ; however, the overall associated gross margin is preserved. As such, management finds backlog a useful metric for future planning and budgeting, whereas investors consider it useful in estimating future revenue and cash flows of the Company. As of September 30, 2025 and 2024, our contract drilling backlog was $7.0 billion and $1.5 billion, respectively. The increase in backlog at September 30, 2025 compared to 2024 is primarily due to the completion of the Acquisition. The total backlog figures for the International Solutions and Offshore Solutions reporting segments, as of September 30, 2025 include $3.4 billion and $2.3 billion, respectively, are attributable to our recently acquired subsidiary, KCA Deutag. Approximately 22.6 percent of the September 30, 2025 total backlog is reasonably expected to be fulfilled in fiscal year 2026.
The following table sets forth the total backlog by reportable segment as of September 30, 2025 and 2024:
| (in billions) | September 30, 2025 | September 30, 2024 | |||||||||
Firm contracts1: | |||||||||||
| North America Solutions | $ | 0.5 | $ | 0.7 | |||||||
| International Solutions | 3.4 | 0.8 | |||||||||
| Offshore Solutions | 0.9 | — | |||||||||
| $ | 4.8 | $ | 1.5 | ||||||||
Optional contract extension periods: | |||||||||||
International Solutions2 | 0.7 | — | |||||||||
| Offshore Solutions | 1.5 | — | |||||||||
| 2.2 | — | ||||||||||
Total backlog | $ | 7.0 | $ | 1.5 | |||||||
(1)These amounts do not include anticipated contract renewals or expected performance bonuses.
(2)Included in the International Solutions reportable segment's optional backlog balance at September 30, 2025 is $478.5 million 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 suspension period.
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The early termination of a contract or suspension of operations may result in a rig being idle for an extended period of time, which could adversely affect our financial condition, results of operations and cash flows. The agreements within our recently acquired subsidiary, KCA Deutag, contain provisions for optional early termination or suspension without any associated early termination fees. Early terminations could cause the actual amount of revenue earned to significantly vary from the backlog reported. See Item 1A—Risk Factors—"Our current backlog of drilling services and solutions revenue may decline and may not be fully realized as fixed‑term contracts and, in certain instances, these contracts can be terminated without an early termination payment or suspended without standby or force majeure compensation.” within this Form 10-K regarding fixed term contract risk. Additionally, see 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 this Form 10-K. Subsequent to September 30, 2025, we received an early termination notice for one of our rigs operating within the International Solutions segment. As a result, our total backlog as of September 30, 2025 reflects approximately $34.9 million of revenue that we no longer expect to recognize in future periods.
Results of Operations for the Fiscal Years Ended September 30, 2025 and 2024 | ||||||||||||||
The Company's results presented for the fiscal year ended September 30, 2025 reflect a full 365 days of legacy H&P operations and 258 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 $163.7 million ($1.66 loss per diluted share) for the fiscal year ended September 30, 2025 compared to income of $344.2 million ($3.43 per diluted share) for the fiscal year ended September 30, 2024.
Operating Revenue Consolidated operating revenues were $3.7 billion and $2.8 billion during fiscal years 2025 and 2024, respectively. The increase was primarily driven by the completion of the Acquisition, resulting in an additional $1.0 billion of revenue during the fiscal year ended September 30, 2025.
Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses in fiscal year 2025 were $2.5 billion, compared to direct operating expenses of $1.6 billion in fiscal year 2024. The increase was primarily driven by the completion of the Acquisition, resulting in an additional $789.7 million in direct operating expenses during the fiscal year ended September 30, 2025.
Other Operating Expenses Other operating expenses were $56.0 million and $4.5 million during fiscal years 2025 and 2024, respectively. The increase was primarily driven by the completion of the Acquisition, resulting in an additional $51.3 million of costs associated with BENTEC™'s manufacturing and engineering operations.
Depreciation and Amortization Depreciation and amortization expense was $625.1 million in fiscal year 2025 and $397.3 million in fiscal year 2024. The increase was primarily driven by the completion of the Acquisition, resulting in an additional $212.2 million in depreciation and amortization expense during the fiscal year ended September 30, 2025. Depreciation and amortization includes amortization of intangible assets of $50.6 million and $6.4 million and abandonments of equipment of $2.9 million and $6.5 million in fiscal years 2025 and 2024, respectively.
Research and Development Expense Research and development expense was $34.1 million and $41.0 million in fiscal years 2025 and 2024, respectively. The decrease was primarily driven by an asset acquisition completed during the fiscal year ended September 30, 2024, along with reductions in project scope implemented as part of the Company’s cost-reduction initiatives.
Selling, General and Administrative Expense Selling, general and administrative expenses increased to $287.1 million in the fiscal year ended September 30, 2025 compared to $244.9 million in the fiscal year ended September 30, 2024. The increase in fiscal year 2025 is primarily driven by the completion of the Acquisition, resulting in an additional $48.3 million in selling, general and administrative expenses during the fiscal year ended September 30, 2025.
Acquisition Transaction Costs During the fiscal year ended September 30, 2025, we recognized approximately $54.7 million in acquisition transaction costs associated with the Acquisition. These non-recurring costs are primarily related to third-party legal, advisory and valuation services. See Note 3—Business Combination for additional details related to the Acquisition.
Asset Impairment Charges During the fiscal year ended September 30, 2025, we recorded asset impairment charges of $194.0 million primarily driven by a non-cash goodwill impairment charge of $192.2 million associated with our International Solutions and BENTEC™ reporting units. See Note 6—Goodwill and Intangible Assets for additional details related to the impairment charges.
Restructuring Charges During the fiscal year ended September 30, 2025, we recorded restructuring charges of $12.1 million primarily driven by a one-time severance payments to involuntarily terminated employees.
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Interest and Dividend Income Interest and dividend income was $35.2 million and $41.2 million in fiscal years 2025 and 2024, respectively. The decrease primarily reflects the liquidation of our investment in ADNOC Drilling during the year ended September 30, 2025, which resulted in no dividend income for the period compared to $11.1 million in dividend income recognized during the year ended 2024, partially offset to high market interest rates in fiscal year 2025.
Interest Expense Interest expense totaled $107.8 million in fiscal year 2025 and $29.1 million in fiscal year 2024. The increase was primarily driven by interest expense associated with our September 2024 senior notes offering and Term Loan Credit Agreement. For additional information regarding debt agreements, refer to Note 7—Debt to the Consolidated Financial Statements.
Gain (Loss) on Investment Securities During the fiscal year ended September 30, 2025, we recognized an aggregate loss of $22.4 million on investment securities. The aggregate loss consisted primarily of a $29.6 million loss on our investment in Galileo, due to an allowance for credit loss on the convertible note, driven by heightened liquidity constraints and changes in governance, which led management to conclude that the fair value of the investment was not recoverable and a $12.4 million loss on our sale of equity securities in ADNOC Drilling, of which $8.4 million is associated with the change in the fair value of the investment and $4.0 million relates to transaction fees associated with the sale of the securities. The loss was partially offset by $15.4 million and $5.0 million of gains on various geothermal equity investments and our investment in Tamboran, respectively, due to changes in the fair value of the investments. During the fiscal year ended September 30, 2024, we recognized an aggregate gain of $14.0 million on investment securities. This gain consisted primarily of $30.9 million and $1.6 million gains on our equity investment in ADNOC Drilling and Tamboran Corp; both of which were a result of increases in the fair market values of the stocks. The gains on our equity investments in ADNOC Drilling and Tamboran Corp. during the fiscal year ended September 30, 2024 were offset by a $10.2 million and $1.4 million of losses on our investments in Galileo and a geothermal equity security, respectively, due to changes in the fair values of the investments, and a $7.1 million loss as a result of a Blue Chip Swap transaction.
Income Taxes We had an income tax expense of $85.8 million in fiscal year 2025 compared to an income tax expense of $136.9 million in fiscal year 2024. The effective income tax rate was (115.8) percent in fiscal year 2025 compared to 28.5 percent in fiscal year 2024. The effective rates differ from the U.S. federal statutory rate (21.0 percent for the fiscal years 2025 and 2024) primarily due to non-deductible goodwill impairment, other non-deductible permanent items, and state and foreign income taxes.
Deferred income taxes are provided for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Recoverability of any tax assets are evaluated and necessary allowances are provided. The carrying values of the net deferred tax assets are based on management’s judgments using certain estimates and assumptions that we will be able to generate sufficient future taxable income in certain tax jurisdictions to realize the benefits of such assets. If these estimates and related assumptions change in the future, additional valuation allowances may be recorded against the deferred tax assets resulting in additional income tax expense in the future. See Note 8—Income Taxes to our Consolidated Financial Statements for additional income tax disclosures.
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North America Solutions
The following table presents certain information with respect to our North America Solutions reportable segment:
| (in thousands, except operating statistics) | 2025 | 2024 | % Change | ||||||||||||||
| Operating revenues | $ | 2,362,327 | $ | 2,445,946 | (3.4) | % | |||||||||||
| Direct operating expenses | 1,322,697 | 1,366,471 | (3.2) | ||||||||||||||
| Depreciation and amortization | 351,813 | 366,446 | (4.0) | ||||||||||||||
| Research and development | 34,140 | 41,293 | (17.3) | ||||||||||||||
| Selling, general and administrative expense | 68,047 | 61,113 | 11.3 | ||||||||||||||
| Acquisition transaction costs | 41 | — | — | ||||||||||||||
| Asset impairment charges | 1,507 | — | — | ||||||||||||||
| Restructuring charges | 4,121 | — | — | ||||||||||||||
| Segment operating income | $ | 579,961 | $ | 610,623 | (5.0) | ||||||||||||
Financial Data and Other Operating Statistics1: | |||||||||||||||||
Direct margin (Non-GAAP)2 | $ | 1,039,630 | $ | 1,079,475 | (3.7) | ||||||||||||
Revenue days3 | 53,523 | 55,387 | (3.4) | ||||||||||||||
Average active rigs4 | 147 | 151 | (2.6) | ||||||||||||||
Number of active rigs at the end of period5 | 144 | 151 | (4.6) | ||||||||||||||
| Number of available rigs at the end of period | 223 | 228 | (2.2) | ||||||||||||||
| Reimbursements of "out-of-pocket" expenses | $ | 290,591 | $ | 294,375 | (1.3) | ||||||||||||
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days for owned and leased rigs with recognized revenue during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 365 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Operating Revenues During fiscal year ended September 30, 2025, operating revenue decrease by $83.6 million compared to the same period in 2024. This decrease was mainly driven by reduced activity levels.
Direct Operating Expenses Direct operating expenses decreased by $43.8 million during fiscal year ended September 30, 2025. The decrease was primarily driven by reduced activity levels.
Depreciation and Amortization Depreciation and amortization expense decreased to $351.8 million during the fiscal year ended September 30, 2025 as compared to $366.4 million during the fiscal year ended September 30, 2024. The decrease was primarily driven by $12.7 million of accelerated depreciation in fiscal year 2024 for components on rigs that were scheduled for conversion.
Research and Development Expense Research and development expense decreased to $34.1 million during the fiscal year ended September 30, 2025 as compared to $41.3 million during the fiscal year ended September 30, 2024. The decrease was primarily driven by an asset acquisition completed during the fiscal year ended September 30, 2024, along with reductions in project scope implemented as part of the Company’s cost-reduction initiatives.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased to $68.0 million during the fiscal year ended September 30, 2025 as compared to $61.1 million during the fiscal year ended September 30, 2024. The increase was primarily driven by a $10.0 million increase in credit loss expense related to a long-term note receivable.
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International Solutions
The following table presents certain information with respect to our International Solutions reportable segment:
| (in thousands, except operating statistics) | 2025 | 2024 | % Change | ||||||||||||||
| Operating revenues | $ | 802,426 | $ | 193,975 | 313.7 | % | |||||||||||
| Direct operating expenses | 718,822 | 169,033 | 325.3 | ||||||||||||||
Depreciation and amortization | 218,817 | 10,863 | 1,914.3 | ||||||||||||||
| Selling, general and administrative expense | 17,232 | 9,427 | 82.8 | ||||||||||||||
| Acquisition transaction costs | 1,585 | — | — | ||||||||||||||
| Asset impairment charges | 132,720 | — | — | ||||||||||||||
| Restructuring charges | 4,945 | — | — | ||||||||||||||
Segment operating income (loss) | $ | (291,695) | $ | 4,652 | (6,370.3) | ||||||||||||
Financial Data and Other Operating Statistics1: | |||||||||||||||||
Direct margin (Non-GAAP)2 | $ | 83,604 | $ | 24,942 | 235.2 | ||||||||||||
Revenue days3 | 19,985 | 4,614 | 333.1 | ||||||||||||||
Average active rigs4 | 55 | 13 | 323.1 | ||||||||||||||
Number of active rigs at the end of period5 | 61 | 16 | 281.3 | ||||||||||||||
| Number of available rigs at the end of period | 137 | 27 | 407.4 | ||||||||||||||
| Reimbursements of "out-of-pocket" expenses | $ | 34,045 | $ | 8,482 | 301.4 | ||||||||||||
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days for owned and leased rigs with recognized revenue during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 365 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Operating Revenues Operating revenues were $802.4 million and $194.0 million in the fiscal years ended September 30, 2025 and 2024, respectively. The $608.5 million increase in operating revenue was primarily driven by an additional $542.4 million in revenue generated from expanded operations following the Acquisition. Additionally, the increase in operating revenues was attributable to increased FlexRig® activity levels in Saudi Arabia from the commencement of operations for rigs previously awarded during fiscal year 2024.
Operating Expenses Direct operating expenses increased to $718.8 million during the fiscal year ended September 30, 2025 as compared to $169.0 million during the fiscal year ended September 30, 2024. This increase was primarily driven by the completion of the Acquisition, resulting in an additional $443.8 million in direct operating expenses during the fiscal year ended September 30, 2025. Additionally, the increase in direct operating expenses was attributable to start-up costs associated with our increased FlexRig® activity levels in Saudi Arabia from the commencement of operations for rigs previously awarded during fiscal year 2024.
Depreciation and Amortization Expense Depreciation expense increased to $218.8 million during the fiscal year ended September 30, 2025 compared to $10.9 million during the fiscal year ended September 30, 2024. The increase was primarily driven by the completion of the Acquisition, resulting in an additional $180.9 million in depreciation and amortization expense during the fiscal year ended September 30, 2025.
Asset Impairment Charges During the fiscal year ended September 30, 2025, we recorded a non-cash goodwill impairment charge of $132.7 million associated with our International Solutions reporting unit. See Note 6—Goodwill and Intangible Assets for additional details related to the goodwill impairment charges.
2025 FORM 10-K | 46Table of Contents
Offshore Solutions
The following table presents certain information with respect to our Offshore Solutions reportable segment:
| (in thousands, except operating statistics) | 2025 | 2024 | % Change | ||||||||||||||
| Operating revenues | $ | 520,394 | $ | 106,207 | 390.0 | % | |||||||||||
| Direct operating expenses | 430,135 | 82,668 | 420.3 | ||||||||||||||
Depreciation and amortization | 32,461 | 7,530 | 331.1 | ||||||||||||||
| Selling, general and administrative expense | 4,619 | 3,594 | 28.5 | ||||||||||||||
| Acquisition transaction costs | 2,971 | — | — | ||||||||||||||
| Restructuring charges | 266 | — | — | ||||||||||||||
| Segment operating income | $ | 49,942 | $ | 12,415 | 302.3 | ||||||||||||
Financial Data and Other Operating Statistics1: | |||||||||||||||||
Direct margin (Non-GAAP)2 | $ | 90,259 | $ | 23,539 | 283.4 | ||||||||||||
Revenue days3 | 1,095 | 1,111 | (1.4) | ||||||||||||||
Average active rigs4 | 3 | 3 | — | ||||||||||||||
Number of active rigs at the end of period5 | 3 | 3 | — | ||||||||||||||
| Number of available rigs at the end of period | 7 | 7 | — | ||||||||||||||
| Reimbursements of "out-of-pocket" expenses | $ | 86,662 | $ | 31,717 | 173.2 | ||||||||||||
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days for owned and leased rigs with recognized revenue during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 365 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Operating Revenues Operating revenues were $520.4 million and $106.2 million in the fiscal year ended September 30, 2025 and 2024, respectively. The increase in operating revenue was primarily driven by an additional $407.1 million in revenue generated from expanded operations following the Acquisition.
Direct Operating Expenses Direct operating expenses increased to $430.1 million during the fiscal year ended September 30, 2025 as compared to $82.7 million during the fiscal year ended September 30, 2024. The increase was primarily driven by the completion of the Acquisition, resulting in an additional $345.9 million in direct operating expenses during the fiscal year ended September 30, 2025.
Depreciation and Amortization Expense Depreciation expense increased to $32.5 million during the fiscal year ended September 30, 2025 compared to $7.5 million during the fiscal year ended September 30, 2024. The increase was primarily driven by the completion of the Acquisition, resulting in an additional $25.7 million in depreciation and amortization expense during the fiscal year ended September 30, 2025.
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Other Operations
Results of our other operations, excluding corporate selling, general and administrative costs, and corporate depreciation, are as follows:
| (in thousands) | 2025 | 2024 | % Change | ||||||||||||||
| Operating revenues | $ | 152,870 | $ | 71,630 | 113.4 | % | |||||||||||
| Direct operating expenses | 181,634 | 69,756 | 160.4 | ||||||||||||||
Depreciation and amortization | 5,711 | 1,627 | 251.0 | ||||||||||||||
| Research and development | 353 | — | — | ||||||||||||||
| Selling, general and administrative expense | 7,086 | 1,606 | 341.2 | ||||||||||||||
| Acquisition transaction costs | 1,517 | — | — | ||||||||||||||
| Asset impairment charges | 59,466 | — | — | ||||||||||||||
| Restructuring charges | 500 | — | — | ||||||||||||||
Operating loss | $ | (103,397) | $ | (1,359) | (7,508.3) | ||||||||||||
Operating Revenues We continue to use our Captive insurance companies 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. Operating revenues of $152.9 million and $71.6 million during the fiscal years ended September 30, 2025 and 2024, respectively, primarily consisted of $69.2 million and $61.2 million, respectively, in intercompany premium revenues recorded by the Captives. These revenues were eliminated upon consolidation. During the fiscal year ended September 30, 2025, operating revenues also consisted of $72.3 million from BENTEC™ manufacturing and engineering operations, of which, $17.1 million is related to intercompany revenues that were eliminated upon consolidation.
Direct Operating Expenses Direct operating expenses of $181.6 million and $69.8 million during the fiscal years ended September 30, 2025 and 2024, respectively, primarily consisted of $39.9 million and $11.4 million, respectively, in adjustments to accruals for estimated losses allocated to the Captives, rig and casualty insurance premiums of $42.7 million and $37.6 million, respectively, and medical stop loss expenses of $20.7 million and $15.5 million, respectively. The change to accruals for estimated losses is primarily due to actuarial valuation adjustments by our third-party actuary. During the fiscal year ended September 30, 2025, direct operating expenses also consisted of $68.4 million from BENTEC™ manufacturing and engineering operations of which, $17.1 million is related to intercompany revenues that were eliminated upon consolidation.
Asset Impairment Charges During the fiscal year ended September 30, 2025, we recorded a non-cash goodwill impairment charge of $59.5 million associated with our BENTEC™ reporting unit. See Note 6—Goodwill and Intangible Assets for additional details related to the goodwill impairment charges.
Results of Operations for the Fiscal Years Ended September 30, 2024 and 2023 | ||||||||||||||
A discussion of our results of operations for the fiscal year ended September 30, 2024 compared to the fiscal year ended September 30, 2023 is included in Part II, Item 7— "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on November 8, 2024.
Liquidity and Capital Resources | ||||||||||||||
Sources of Liquidity
Our sources of available liquidity include existing cash balances on hand, cash flows from operations, and availability under the Amended Credit Facility. Our liquidity requirements include meeting ongoing working capital needs, funding our capital expenditure projects, paying dividends declared, repaying our outstanding indebtedness, and funding the Acquisition. Historically, we have financed operations primarily through internally generated cash flows. During periods when internally generated cash flows are not sufficient to meet liquidity needs, we may utilize cash on hand, borrow from available credit sources, access capital markets or sell our investments. Likewise, if we are generating excess cash flows or have cash balances on hand beyond our near-term needs, we may return cash to shareholders through dividends or share repurchases, or we may invest in highly rated short-term money market and debt securities. These investments can include U.S. Treasury securities, U.S. Agency issued debt securities, highly rated corporate bonds and commercial paper, certificates of deposit and money market funds. However, in some international locations we may make short-term investments that are less conservative, as equivalent highly rated investments are unavailable. See—Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties.
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We may seek to access the debt and equity capital markets from time to time to raise additional capital, increase liquidity as necessary, fund our additional purchases, exchange or redeem senior notes, or repay any amounts under the Amended Credit Facility. Our ability to access the debt and equity capital markets depends on a number of factors, including our credit rating, market and industry conditions and market perceptions of our industry, general economic conditions, our revenue backlog and our capital expenditure commitments.
Cash Flows
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, operating net working capital is typically a source of capital.
Net working capital (defined as current assets less current liabilities) was $650.6 million and $745.1 million as of September 30, 2025 and September 30, 2024, respectively.
As of September 30, 2025 and 2024, we had cash and cash equivalents of $196.8 million and $217.3 million and short-term investments of $21.5 million and $292.9 million, respectively. Our cash flows for the fiscal years ended September 30, 2025, 2024 and 2023 are presented below:
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 542,950 | $ | 684,663 | $ | 833,682 | |||||||||||
| Investing activities | (1,925,342) | (458,748) | (322,584) | ||||||||||||||
| Financing activities | 66,661 | 986,507 | (463,869) | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 12,971 | — | — | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | $ | (1,302,760) | $ | 1,212,422 | $ | 47,229 | |||||||||||
Operating Activities
Cash flows provided by operating activities were approximately $543.0 million, $684.7 million, and $833.7 million for the fiscal year ended September 30, 2025, 2024, and 2023 respectively. The change in cash provided by operating activities between fiscal years 2025 and 2024 is primarily driven by start-up costs associated with our commencement of our operations in Saudi Arabia and acquisition transaction costs associated with the Acquisition. The decrease in cash provided by operating activities between fiscal years 2024 and 2023 was primarily driven by lower activity levels partially offset by higher average pricing levels. Net cash flows provided by (used) related to the change in working capital was $(79.8) million, $(38.4) million and $34.5 million as of September 30, 2025, 2024 and 2023, respectively.
Investing Activities
Capital Expenditures Our capital expenditures were $426.4 million, $495.1 million and $395.5 million in fiscal years 2025, 2024 and 2023, respectively. The decrease in capital expenditures is driven by lower equipment overhauls and certain long-term projects including skidding to walking rig conversions. Our fiscal year 2026 capital spending is currently estimated to be between $280.0 million and $320.0 million. This estimate includes normal capital maintenance requirements, planned rig-related equipment upgrades and reactivation-related capital across the global fleet of operating drilling rigs.
Net Sales of Short-Term Investments Our net sales of short-term investments during fiscal year 2025 were $261.3 million compared to net sales of $3.5 million and $14.3 million in fiscal years 2024 and 2023, respectively. The increase in activity is driven by $193.3 million of net proceeds received from the liquidation of shares in ADNOC Drilling and our ongoing liquidity management. The Central Bank of Argentina maintains currency controls that limit our ability to access U.S. dollars in Argentina and remit cash from our Argentine operations. The execution of certain trades known as Blue Chip Swaps effectively results in a parallel U.S. dollar exchange rate. During the fiscal year ended 2024 and 2023, we entered into a Blue Chip Swap transaction, which resulted in a $7.1 million and $12.2 million loss on investment recorded in Gain on investment securities within our Consolidated Statements of Operations, respectively. As a result of the Blue Chip Swap transactions, $13.8 million and $9.8 million of net cash was repatriated to the U.S. during 2024 and 2023, respectively.
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Net Purchases and Sales of Long-Term Investments Our net sales of long-term investments during fiscal year 2025 were $28.7 million compared to net purchases of $9.1 million and $20.7 million in fiscal years 2025, 2024 and 2023, respectively. During the year ended September 30, 2025, the increase in net sales activity 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. Our activity during the fiscal year ended September 30, 2024, was driven by $9.1 million in purchases of investments in various debt and equity securities. Our activity during the fiscal year ended September 30, 2023, was driven by purchases of a $14.1 million equity investment in Tamboran Resources Corporation, $4.1 million in debt and equity security investments in various geothermal energy companies, and $2.5 million investments in other equity securities.
Payment for the Acquisition of Business, Net of Cash Received During fiscal year 2025, H&P completed the Acquisition by paying approximately $2.0 billion in cash. This included acquiring $199.4 million in cash and cash equivalents, resulting in a net cash payment of $1.8 billion. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
Sale of Assets Our proceeds from asset sales totaled $45.8 million, $46.4 million and $70.1 million in fiscal year 2025, 2024 and 2023, respectively. The decrease in proceeds compared to fiscal year 2023 is mainly driven by lower rig activity which drives lower reimbursement from customers for lost or damaged drill pipe and other used drilling equipment.
Financing Activities
Dividends We paid dividends of $1.00 per share during the fiscal year 2025. Comparatively, we paid dividends of $1.68 and $1.94 per share in 2024 and 2023, respectively. Total dividends paid were $100.7 million, $168.5 million and $201.5 million in fiscal years 2025, 2024 and 2023, respectively.
Debt Issuance Proceeds and Costs On January 16, 2025, we received $400.0 million of proceeds from the Term Loan Credit Agreement. During fiscal year 2025, the Company repaid $200.0 million of the outstanding balance on the Term Loan Credit agreement. On September 17, 2024, we issued $1.2 billion net aggregate principal amount of senior notes. Debt issuance costs paid in fiscal year 2024 were $22.9 million, of which $9.6 million relates to the senior notes and $13.3 million relates to other financing arrangements. For additional information regarding debt agreements, refer to Note 7—Debt to the Consolidated Financial Statements.
Repurchase of Shares The Company has an evergreen authorization from the Board of Directors for the repurchase of up to four million common shares in any calendar year. The repurchases may be made using our cash and cash equivalents or other available sources. During the fiscal year ended September 30, 2024, we repurchased 1.4 million common shares at an aggregate cost of $51.6 million, including excise tax of $0.3 million, resulting in a net cash outflow of $51.3 million. During the fiscal year ended September 30, 2023, we repurchased 6.5 million common shares at an aggregate cost of $249.0 million, including excise tax of $1.8 million, resulting in a net cash outflow of $247.2 million.
Senior Notes Issued in Fiscal Year 2024
On September 17, 2024, we completed a private offering of $1.25 billion aggregate principal amount of senior notes, comprised of the following tranches (collectively, the “Notes”): $350.0 million aggregate principal amount of 4.65 percent senior notes due 2027 issued at a price equal to 99.958 percent of their face value, $350.0 million aggregate principal amount of 4.85 percent senior notes due 2029 issued at a price equal to 99.883 percent of their face value and $550.0 million aggregate principal amount of 5.50 percent senior notes due 2034 issued at a price equal to 99.670 percent of their face value. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2025.
On January 16, 2025, H&P completed the Acquisition, and the Company used the net proceeds of the Notes, together with the proceeds of its term loan credit agreement (discussed below) and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag’s outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
In connection with the issuance of the Notes, the Company also entered into a registration rights agreement, dated as of September 17, 2024 (the "Registration Rights Agreement"), with the initial purchasers of the Notes named therein. Under the Registration Rights Agreement, the Company agreed, among other things, to use commercially reasonable efforts to file with the SEC, and cause to be declared effective, a registration statement with respect to an offer to exchange each series of the Notes for freely tradable notes (“Registered Notes”) having terms identical in all material respects to each such series of Notes (the “Registered Exchange Offer”). Accordingly, on May 15, 2025, the Company filed a registration statement on Form S-4 with the SEC, which was declared effective on May 28, 2025. On May 28, 2025, the Company launched the Registered Exchange Offer, which expired on July 10, 2025. Substantially all of the Notes were tendered and exchanged for Registered Notes in the Exchange Offer.
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The indenture governing the Notes contains certain covenants that, among other things, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the Notes also contains customary events of default with respect to the Notes.
Senior Notes Issued in Fiscal Year 2021
On September 29, 2021, we issued $550.0 million aggregate principal amount of the 2.90 percent senior notes due 2031 (the "2031 Notes") in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act as amended (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.
In June 2022, we settled a registered exchange offer (the “2022 Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes. All of the 2031 Notes were exchanged in the 2022 Registered Exchange Offer.
The indenture governing the 2031 Notes contains certain covenants that, among other things and subject to certain exceptions, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the 2031 Notes also contains customary events of default with respect to the 2031 Notes.
Term Loan Credit Agreement
On August 14, 2024, the Company entered into the Term Loan Credit Agreement, among the Company, Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent, and the other lenders party thereto. On the Closing Date, the Company drew an aggregate principal amount of $400.0 million under the Term Loan Credit Agreement for purposes of financing the Acquisition. The Term Loan Credit Agreement matures at the two-year anniversary of the funding of the term loans unless earlier terminated pursuant to the terms of the Term Loan Credit Agreement. On January 16, 2025, H&P completed the Acquisition, and the Company used the proceeds from the Term Loan Credit Agreement, together with the net proceeds from the Notes, and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag's outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination. During the fiscal year ended September 30, 2025, the Company repaid $200.0 million of the outstanding balance on the Term Loan Credit Agreement. As such, the outstanding balance as of September 30, 2025, was $200.0 million. In October 2025, we repaid $10.0 million, decreasing the outstanding balance on the Term Loan Credit Agreement to $190.0 million.
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 September 30, 2025, the spread over SOFR was 1.375 percent and commitment fees were 0.175 percent. As of September 30, 2025, the interest rate on the Term loan was 5.610 percent per annum. The weighted average variable interest rate on all amounts outstanding under the Term Loan was 5.750 percent the year ended September 30, 2025.
2024 Oman Facility
In connection with the completion of the Acquisition, KCA Deutag Energy LLC (“KCAD Energy”) became a wholly-owned subsidiary of the Company. On April 25, 2024, KCAD Energy entered into the 2024 Oman Facility, which is fully drawn.
The 2024 Oman Facility provides for term loan borrowings of $45.5 million. 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. On February 9, 2025, we received the final draw down of $1.4 million. During the fiscal year ended September 30, 2025, the Company repaid $2.6 million of the outstanding balance on the facility. Of the $43.1 million borrowings outstanding at September 30, 2025, a total of $3.4 million is payable within one year. These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2024 Oman Facility mature December 31, 2034.
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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. The 2024 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
2023 Oman Facility
In connection with the completion of the Acquisition, KCAD Energy became a wholly-owned subsidiary of the Company. On June 19, 2023, KCAD Energy entered into the 2023 Oman Facility, which is fully drawn.
The 2023 Oman Facility provides for term loan borrowings of $45.6 million. 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 fiscal year ended September 30, 2025, the Company repaid $2.6 million of the outstanding balance on the facility. Of the $39.8 million borrowings outstanding at September 30, 2025, a total of $3.4 million is payable within one year. These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2023 Oman Facility mature December 31, 2033.
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. The 2023 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
Amended Credit Facility
On August 14, 2024, the Company entered into an Amended and Restated Credit Agreement (the "Amended Credit Facility") with the lenders party thereto (the "Revolving Credit Agreement Lenders"), the issuing lenders party thereto and Wells Fargo ("Wells Fargo") as administrative agent, swingline lender and issuing lender, which amended and restated the Credit Agreement, dated as of November 13, 2018 (as amended through Amendment No. 2 to the Credit Agreement dated as of March 8, 2022, the “Existing Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo, as administrative agent, swing line lender and issuing lender.
Under the terms of the Amended Credit Facility, the Company may obtain unsecured revolving loans in an aggregate principal amount not to exceed $950.0 million outstanding at any time. $775.0 million of the revolving commitments under the Amended Credit Facility expire on November 12, 2028 and $175.0 million of the revolving commitments mature on November 10, 2027 (the “Stated Maturity Date”), but the Company may request two one-year extensions of the Stated Maturity Date, subject to satisfaction of certain conditions. Commitments under the Amended Credit Facility may be increased by up to $100.0 million, subject to the agreement of the Company and new or existing Revolving Credit Agreement Lenders.
The proceeds of the loans made under the Amended Credit Facility may be used by the Company for (i) working capital and other general corporate purposes, (ii) for the payment of fees and expenses related to the entering into of the Amended Credit Facility and the other credit documents and (iii) for the refinancing of the extensions of credit under the Existing Credit Agreement.
The benchmark rate is the 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 .001 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 .005, or (iii) the one-month adjusted SOFR rate plus .01. 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 0.875 percent to 1.500 percent per annum and zero to 0.50 percent per annum, respectively. 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 September 30, 2025, the spread over SOFR would have been 1.250 percent had borrowings been outstanding under the Amended Credit Facility and commitment fees would have been 0.150 percent. There is a financial covenant in the Amended Credit Facility that requires us to maintain a total funded debt to total capitalization ratio of less than or equal to 55.0 percent. The Amended Credit Facility contains additional terms, conditions, restrictions and covenants that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality, including a limitation that priority debt (as defined in the credit agreement) may not exceed 17.5 percent of the net worth of the Company. As of September 30, 2025, there were no borrowings or letters of credit outstanding, leaving $950.0 million available to borrow under the Amended Credit Facility.
As of September 30, 2025, we had $400.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds. Of the $400.0 million, $186.4 million was outstanding as of September 30, 2025.
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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 September 30, 2025, we were in compliance with all debt covenants.
Future Cash Requirements
Our operating cash requirements, scheduled debt repayments, interest payments, any declared dividends, and estimated capital expenditures for fiscal year 2026 are expected to be funded through current cash and cash to be provided from operating activities. However, there can be no assurance that we will continue to generate cash flows at current levels. 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 September 30, 2025 and is comprised with 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 $200.0 million at September 30, 2025 and matures in January 2027. Our indebtedness under our secured term loan credit agreements totaled $82.9 million at September 30, 2025, 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 is allocated specifically to finance the ongoing rig construction activities in Oman.
As of September 30, 2025, we had a $624.0 million deferred tax liability on our 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. Future levels of capital expenditures and results of operations will determine the timing and amount of future cash tax payments. 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 September 30, 2025, we have recorded approximately $23.9 million of unrecognized tax benefits, interest, and penalties. We believe approximately $6.9 million of the unrecognized tax benefits, interest, and penalties will be recognized as of December 31, 2025, as the result of payment of an assessed amount. We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S. and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months.
| Material Commitments | ||||||||||||||
Our contractual obligations as of September 30, 2025 are summarized in the table below:
Obligations due by fiscal year | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Total | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||||||||||||||||
| Long-term debt | 2,082,880 | 6,859 | 206,859 | 356,860 | 8,577 | 360,862 | 1,142,863 | ||||||||||||||||||||||||||||||||||
Interest1 | 510,300 | 89,387 | 83,990 | 70,176 | 66,994 | 52,240 | 147,513 | ||||||||||||||||||||||||||||||||||
Operating leases2 | 158,086 | 31,067 | 17,672 | 15,888 | 14,677 | 12,777 | 66,005 | ||||||||||||||||||||||||||||||||||
Purchase obligations3 | 124,840 | 124,840 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Total contractual obligations | $ | 2,876,106 | $ | 252,153 | $ | 308,521 | $ | 442,924 | $ | 90,248 | $ | 425,879 | $ | 1,356,381 | |||||||||||||||||||||||||||
(1)Interest on fixed-rate unsecured senior notes was estimated based on principal maturities. See Note 7—Debt to our Consolidated Financial Statements.
(2)See Note 5—Leases to our Consolidated Financial Statements.
(3)See Note 16—Commitments and Contingencies to our Consolidated Financial Statements.
Critical Accounting Policies and Estimates | ||||||||||||||
Accounting policies that we consider significant are summarized in Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties to our Consolidated Financial Statements included in Part II, Item 8—"Financial Statements and Supplementary Data" of this Form 10-K. The preparation of our financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are evaluated on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The following is a discussion of the critical accounting policies and estimates used in our financial statements.
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Fair Value Estimates in Business Combination Accounting
In addition to the critical accounting policies and estimates previously disclosed, due to the Acquisition, we also consider estimates used in applying the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, to be part of our critical accounting policies and estimates due to the high degree of judgment and complexity in its application. The acquisition method of accounting involves the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. This allocation process involves the use of estimates and assumptions made in connection with estimating the fair value of assets acquired and liabilities assumed including cash flows expected to be derived from the use of the asset, the timing of such cash flows, the remaining useful life of assets, estimated asset replacement costs, and applicable discount rates. Acquisition accounting allows for up to one year to obtain the information necessary to finalize the fair value of all assets acquired and liabilities assumed at January 16, 2025. During September 2025, we finalized the allocation of the purchase price. Refer to Note 3—Business Combination to the accompanying Consolidated Financial Statements for additional information about accounting for the Acquisition.
Property, Plant and Equipment
Property, plant and equipment, including renewals and betterments, are capitalized at cost, while maintenance and repairs are expensed as incurred. We account for the depreciation of property, plant and equipment using the straight‑line method over the estimated useful lives of the assets considering the estimated salvage value of the property, plant and equipment. Both the estimated useful lives and salvage values require the use of management estimates. Assets held-for-sale are reported at the lower of the carrying amount or fair value less estimated costs to sell. Our estimate of fair value represents our best estimate based on industry trends and reference to market transactions and is subject to variability. Certain events, such as unforeseen changes in operations, technology or market conditions, could materially affect our estimates and assumptions related to depreciation or result in abandonments. Except for the property, plant and equipment acquired in connection with the Acquisition, there were no significant changes to the determinations of useful lives or salvage values during the fiscal years presented in this Form 10-K. Upon retirement or other disposal of fixed assets, the cost and related accumulated depreciation are removed from the respective accounts and any gains or losses are recorded in the results of operations.
Impairment of Long‑lived Assets, Goodwill and Other Intangible Assets
Management assesses the potential impairment of our long‑lived assets and finite-lived intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Changes that could prompt such an assessment may include equipment obsolescence, changes in the market demand, periods of relatively low rig utilization, declining revenue per day, declining cash margin per day, completion of specific contracts, change in technology and/or overall changes in general market conditions. If a review of the long‑lived assets and finite-lived intangibles indicates that the carrying value of certain of these assets or asset groups is more than the estimated undiscounted future cash flows, an impairment charge is made, as required, to adjust the carrying value to the estimated fair value. Cash flows are estimated by management considering factors such as prospective market demand, recent changes in rig technology and its effect on each rig’s marketability, any cash investment required to make a rig marketable, suitability of rig size and makeup to existing platforms, and competitive dynamics including utilization. The fair value of drilling rigs is determined based upon either an income approach using estimated discounted future cash flows, a market approach considering factors such as recent market sales of rigs of other companies and our own sales of rigs, appraisals and other factors, a cost approach utilizing new reproduction costs adjusted for the asset age and condition, and/or a combination of multiple approaches. The use of different assumptions could increase or decrease the estimated fair value of assets and could therefore affect any impairment measurement.
We review goodwill for impairment annually in the fourth fiscal quarter or more frequently if events or changes in circumstances indicate it is more likely than not that the carrying amount of the reporting unit holding such goodwill may exceed its fair value. We initially assess goodwill for impairment based on qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one of our reporting units is greater than its carrying amount. If further testing is necessary or a quantitative test is elected, we quantitatively compare the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount exceeds the fair value, an impairment charge will be recognized in an amount equal to the excess; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit.
During the third fiscal quarter of 2025, due primarily to the sustained decline in our share price and market capitalization, we identified indicators of potential impairment of goodwill and performed an interim impairment test. We estimated the fair value of each reporting unit using a market approach, incorporating significant unobservable, or Level 3, inputs, as defined by the fair value hierarchy. We employed a combination of the guideline public company method and the guideline transactions method, leveraging company comparisons and analyst reports from the energy industry, which supported a range of fair values derived from annualized earnings before interest, income taxes, depreciation and amortization ("EBITDA") multiples between 2.5x and 5.5x for guideline public companies and between 3.4x and 7.6x for guideline transactions. We then derived an estimated fair value of each reporting unit based on an EBITDA multiple at or below the peer-median trading multiple.
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Based on our interim goodwill impairment test as of June 30, 2025, we concluded that the International Solutions and BENTEC™ (formally Kenera) reporting units' carrying value exceeded their respective estimated fair value. As a result, we recorded a non-cash goodwill impairment charge of $128.4 million and $44.9 million, respectively, which represented a full impairment of the goodwill allocated to these reporting units. The estimated fair values of our H&P Technologies and Offshore Solutions reporting units as of June 30, 2025 exceeded their respective carrying values by approximately 76 percent and 20 percent, respectively. During the three months ended September 30, 2025, primarily as a result of measurement period adjustments, we recorded an additional $4.4 million and $14.5 million in impairment expense related to the International Solutions and BENTEC™ reporting units, respectively. Our annual review of goodwill during the fourth fiscal quarter of 2025 did not result in any additional impairments.
Due to the goodwill impairment described above, we also considered whether there was an indicator of impairment of our long-lived assets (including our finite-lived intangible assets) as of June 30, 2025. Although our market capitalization has decreased due to factors in the equities market, we believe there has not been a material change in our long-term cash flow projections, significant change in the business environment, or loss of one or more significant customers that would indicate potential impairment of our long-lived assets which, unlike goodwill, are evaluated for impairment based on undiscounted future cash flows. Based on these considerations, we concluded there were no indicators of impairment as it related to our long-lived assets as June 30, 2025. These determinations were based on conditions at the time; should circumstances change, our conclusions could materially differ. Our annual review of long-lived assets during the fourth fiscal quarter of 2025 did not identify any impairment indicators.
See Note 6—Goodwill and Intangible Assets for additional discussion of goodwill and intangible assets.
Self‑Insurance Accruals
We insure working land rigs and related equipment at values that approximate the current replacement costs on the inception date of the policies. However, we self-insure large deductibles under these policies. We also carry insurance with varying deductibles and coverage limits with respect to stacked rigs, offshore platform rigs, and “named wind storm” risk in the Gulf of America. We self‑insure a number of other risks, including loss of earnings and business interruption.
We self‑insure a significant portion of expected losses relating to workers’ compensation, general liability, employer’s liability, auto liability, and certain other insurance coverages. Generally, SIRs and deductibles range from $1 million to $10 million per occurrence depending on the coverage and whether a claim occurs outside or inside of the United States. Insurance is purchased over SIRs and deductibles to reduce our exposure to catastrophic events but there can be no assurance that such coverage will apply or be adequate in all circumstances. Estimates are recorded for incurred outstanding liabilities for workers’ compensation and other casualty claims. Retained losses under worker's compensation, general, automobile, and employer's liability policies are estimated and accrued based upon our estimates of the aggregate liability for claims incurred. These estimates are based on adjusters’ estimates, our historical loss experience and statistical methods commonly used within the insurance industry that we believe are reliable.
We also engage a third-party actuary to perform a periodic review of our casualty losses. Nonetheless, insurance estimates include certain assumptions and management judgments regarding the frequency and severity of claims, claim development and settlement practices. Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these programs. Our wholly‑owned captive insurance companies finance a significant portion of the physical damage risk on company‑owned drilling rigs as well as casualty SIRs, deductibles, and other risk retentions. An actuary reviews the loss reserves retained by the Company and the Captives on an annual basis.
Revenue Recognition
Drilling services revenues are primarily comprised of daywork drilling contracts for which the related revenues and expenses are recognized as services are performed and collection is reasonably assured. With most drilling contracts, we receive payments contractually designated for the mobilization and demobilization of drilling rigs and other equipment to and from the client’s drill site. Revenue associated with the mobilization and demobilization of our drilling rigs to and from the client’s drill site do not relate to a distinct good or service. These revenues are deferred and recognized ratably over the related contract term that drilling services are provided. The amount of demobilization revenue that we ultimately collect is dependent upon the specific contractual terms, most of which include provisions for reduced or no payment for demobilization when, among other things, the contract is renewed or extended with the same client, or when the rig is subsequently contracted with another client prior to the termination of the current contract. Since revenues associated with demobilization activity are typically variable, at each period end, they are estimated at the most likely amount, and constrained when the likelihood of a significant reversal is probable. Direct costs incurred for the mobilization, are deferred and recognized on a straight-line basis as the drilling service is provided. While costs incurred to relocate rigs and other drilling equipment to areas in which a contract has not been secured are expensed as incurred.
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We also act as a principal for certain reimbursable services and auxiliary equipment provided by us to our clients, for which we incur costs and earn revenues. Many of these costs are variable, or dependent upon the activity that is performed each day under the related contract. Accordingly, reimbursements that we receive for out-of-pocket expenses are recorded as revenues and the out-of-pocket expenses for which they relate are recorded as operating costs during the period to which they relate within the series of distinct time increments. For contracts that are terminated prior to the specified term, early termination payments received by us are recognized as revenues when all contractual requirements are met.
Income Taxes
Deferred income taxes are accounted for under the liability method, which takes into account the differences between the basis of the assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. Our net deferred tax liability balance at year-end reflects the application of our income tax accounting policies and is based on management’s estimates, judgments and assumptions. Included in our net deferred tax liability balance are deferred tax assets that are assessed for realizability. If it is more likely than not that a portion of the deferred tax assets will not be realized in a future period, the deferred tax assets will be reduced by a valuation allowance based on management’s estimates.
In addition, we operate in several countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.
New Accounting Standards | ||||||||||||||
See Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties to our Consolidated Financial Statements for recently adopted accounting standards and new accounting standards not yet adopted.
Non-GAAP Measurements | ||||||||||||||
Direct Margin
Direct margin is considered a non-GAAP metric. We define "Direct margin" as operating revenues less direct operating expenses. Direct margin is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. Direct margin is not a substitute for financial measures prepared in accordance with U.S. GAAP and should therefore be considered only as supplemental to such U.S. GAAP financial measures.
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The following table reconciles direct margin to segment operating income, which we believe is the financial measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to direct margin.
| (in thousands) | Year Ended September 30, 2025 | Year Ended September 30, 2024 | |||||||||
| NORTH AMERICA SOLUTIONS | |||||||||||
Segment operating income | $ | 579,961 | $ | 610,623 | |||||||
| Add back: | |||||||||||
| Depreciation and amortization | 351,813 | 366,446 | |||||||||
| Research and development | 34,140 | 41,293 | |||||||||
| Selling, general and administrative expense | 68,047 | 61,113 | |||||||||
| Acquisition transaction costs | 41 | — | |||||||||
| Asset impairment charges | 1,507 | — | |||||||||
| Restructuring charges | 4,121 | — | |||||||||
| Direct margin (Non-GAAP) | $ | 1,039,630 | $ | 1,079,475 | |||||||
| INTERNATIONAL SOLUTIONS | |||||||||||
Segment operating income (loss) | $ | (291,695) | $ | 4,652 | |||||||
| Add back: | |||||||||||
| Depreciation and amortization | 218,817 | 10,863 | |||||||||
| Selling, general and administrative expense | 17,232 | 9,427 | |||||||||
| Acquisition transaction costs | 1,585 | — | |||||||||
| Asset impairment charges | 132,720 | — | |||||||||
| Restructuring charges | 4,945 | — | |||||||||
| Direct margin (Non-GAAP) | $ | 83,604 | $ | 24,942 | |||||||
| OFFSHORE SOLUTIONS | |||||||||||
Segment operating income | $ | 49,942 | $ | 12,415 | |||||||
| Add back: | |||||||||||
Depreciation and amortization | 32,461 | 7,530 | |||||||||
| Selling, general and administrative expense | 4,619 | 3,594 | |||||||||
| Acquisition transaction costs | 2,971 | — | |||||||||
| Restructuring charges | 266 | — | |||||||||
| Direct margin (Non-GAAP) | $ | 90,259 | $ | 23,539 | |||||||
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||||||||||||
Our financial position is exposed to a variety of risks, including foreign currency exchange rate risk, commodity price risk, credit and capital market risk, interest rate risk and equity price risk.
Foreign Currency Exchange Rate Risk
The Company has a number of subsidiaries that generate revenue and incur expenses in numerous foreign currencies. Changes in foreign currency exchange rates impact the Company's results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Some of the Company's more significant foreign currency exposures include the British Pound Sterling, Euro, Norwegian Krone, Canadian Dollar, Angolan Kwanza, Pakistani Rupee, Colombian Peso and Argentine Peso. We have not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates. At September 30, 2025, a uniform 10% decline in the U.S. dollar relative to each of the currencies in which the Company has foreign currency exposure would result in an increase in pre-tax loss of approximately $5.6 million.
2025 FORM 10-K | 57Table of Contents
Commodity Price Risk
The demand for drilling services and solutions is derived from exploration and production companies spending money to explore and develop drilling prospects in search of crude oil and natural gas. Their spending is driven by their cash flow, financial strength, and desires to return excess cash to shareholders, which is affected by trends in crude oil and natural gas commodity prices. Crude oil prices are determined by a number of factors including global supply and demand, the establishment of and compliance with production quotas by oil exporting countries, worldwide economic conditions and geopolitical factors. Crude oil and natural gas prices have historically been volatile and very difficult to predict with any degree of certainty. While current energy prices are important contributors to positive cash flow for customers, expectations about future prices and price volatility are generally more important for determining future spending levels. This volatility can lead many exploration and production companies to base their capital spending on much more conservative estimates of commodity prices. As a result, demand for drilling services and solutions is not always purely a function of the movement of commodity prices.
Credit and Capital Market Risk
Customers may finance their exploration activities through cash flow from operations, the incurrence of debt, or the issuance of equity. Any deterioration in the credit and capital markets, as experienced in the past, can make it difficult for customers to obtain funding for their capital needs. A reduction of cash flow resulting from declines in commodity prices or a reduction of available financing may result in customer credit defaults or reduced demand for our services, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, we may need to access capital markets to obtain financing. Our ability to access capital markets for financing could be limited by, among other things, oil and gas prices, our existing capital structure, our credit ratings, the state of the economy, the health of the drilling and overall oil and gas industry, and the liquidity of the capital markets. Many of the factors that affect our ability to access capital markets are outside of our control. No assurance can be given that we will be able to access capital markets on terms acceptable to us when required to do so, which could have a material adverse impact on our business, financial condition and results of operations.
Further, we attempt to secure favorable prices through advanced ordering and purchasing for drilling rig components. While these materials have generally been available at acceptable prices, there is no assurance the prices will not vary significantly in the future. Any fluctuations in market conditions causing increased prices in materials and supplies could have a material adverse effect on future operating costs.
Interest Rate Risk
Our interest rate risk exposure results primarily from short‑term rates, mainly SOFR‑based, on any borrowings from the Amended Credit Facility and Term Loan Credit Agreement. At September 30, 2025, there were no outstanding borrowings under the Amended Credit Facility and $200.0 million outstanding under the Term Loan Credit Agreement. Our outstanding debt consisted of $2.1 billion (face amount) in senior unsecured notes, an unsecured term loan credit agreement and secured term loan credit agreements, and had an estimated fair value of $1.9 billion as of September 30, 2025. The $1.8 billion (face amount) in senior unsecured notes at September 30, 2025 comprised of the following: $350.0 million aggregate principal amount of 4.65 percent senior notes due 2027, $350.0 million aggregate principal amount of 4.85 percent senior notes due 2029, $550.0 million aggregate principal amount of 2.90 percent senior notes due 2031 and $550.0 million aggregate principal amount of 5.50 percent senior notes due 2034. The unsecured term loan credit agreement as September 30, 2025 consisted of $200 million due 2027. The secured term loan credit agreements at September 30, 2025 comprised of the following: $39.8 million secured term loan due 2033 and $43.1 million secured term loan due 2034.
Equity Price Risk
In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources. In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp. in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
As of September 30, 2025 and 2024, we had equity securities in Tamboran Corp. with a total fair value of $26.0 million and $21.0 million, respectively. On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and as a result of this offering, our convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp.
A hypothetical 10 percent decrease in the market price for our marketable equity securities of Tamboran Corp as of September 30, 2025 would decrease the fair value by $2.6 million. These securities are subject to a wide variety and number of market‑related risks that could substantially reduce or increase the fair value of our holdings.
2025 FORM 10-K | 58Table of Contents
At November 10, 2025, the total fair value of our remaining equity securities in Tamboran Corp. decreased to approximately $25.4 million. We continually monitor the fair value of the investments but are unable to predict future market volatility and any potential impact to the Consolidated Financial Statements.
2025 FORM 10-K | 59Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | ||||||||||||||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS |  | ||||
| PAGE | |||||
Management’s Report on Internal Control over Financial Reporting | 61 | ||||
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 00042) | 63 | ||||
| Consolidated Financial Statements: | |||||
Consolidated Balance Sheets at September 30, 2025 and 2024 | 68 | ||||
Consolidated Statements of Operations for the Years Ended September 30, 2025, 2024 and 2023 | 69 | ||||
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2025, 2024 and 2023 | 70 | ||||
Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2025, 2024 and 2023 | 71 | ||||
Consolidated Statements of Cash Flows for the Years Ended September 30, 2025, 2024 and 2023 | 72 | ||||
Notes to Consolidated Financial Statements | 74 | ||||
2025 FORM 10-K | 60Table of Contents
| Management’s Report on Internal Control over Financial Reporting | ||||||||||||||
Management of Helmerich & Payne, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a‑15(f) or 15d‑15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting was designed under the supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, and includes those policies and procedures that:
(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and the Board of Directors; and
(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
During 2025, we acquired KCA Deutag. Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company's internal control over financial reporting as of the end of the period covered by this report excludes any evaluation of the internal control over financial reporting of KCA Deutag. SEC guidance permits the exclusion of an evaluation of the effectiveness of the registrant's internal control over financial reporting for an acquired business during the first year following such acquisition. The KCA Deutag business (excluding goodwill) constitutes approximately 38 percent of total assets and 27 percent of net revenue of the consolidated financial statement amounts as of and for the year ended September 30, 2025.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025. In making this assessment, management used the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Through its assessment, management identified a material weakness in our internal control over financial reporting related to the timely performance and lack of sufficient contemporaneous evidence of certain internal controls over the accounting for the KCA Deutag business combination, including the effectiveness of controls related to certain inputs used in the valuation of rigs and the recognition of deferred income taxes as of the acquisition date, assumptions used in the valuation of intangible assets, and the allocation of goodwill associated with the business combination to reporting units. As a result of the material weakness, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2025.
Prior to the filing of this Form 10-K, we have performed additional procedures to evaluate the assumptions and inputs used and the conclusions reached with regard to the valuation of rigs and intangible assets, the recognition of deferred income taxes, and the allocation of goodwill to reporting units, and have not identified any material adjustments that should be recorded in the financial statements. Accordingly, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our audited financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in accordance with GAAP. Additionally, the material weakness identified did not result in any material misstatements in our consolidated financial statements for the periods presented and there were no changes to our previously released financial statements. Furthermore, because we did not have another business combination prior to the end of our fiscal year, we were unable to remediate the resulting material weakness.
2025 FORM 10-K | 61Table of Contents
| Helmerich & Payne, Inc. | ||||||||
| by | ||||||||
| /s/ John W. Lindsay | /s/ J. Kevin Vann | |||||||
John W. Lindsay Director and Chief Executive Officer | J. Kevin Vann Senior Vice President and Chief Financial Officer | |||||||
| November 21, 2025 | November 21, 2025 | |||||||
2025 FORM 10-K | 62Table of Contents
Report of Independent Registered Public Accounting Firm | ||||||||||||||
To the Shareholders and the Board of Directors of Helmerich & Payne, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Helmerich & Payne, Inc.’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of control criteria, Helmerich & Payne, Inc. (the Company) has not maintained effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness related to the timely performance and lack of sufficient contemporaneous evidence of certain internal controls over the accounting for the KCA Deutag business combination including the effectiveness of controls related to certain inputs used in the valuation of rigs and the recognition of deferred income taxes as of the acquisition date, assumptions used in the valuation of intangible assets, and the allocation of goodwill associated with the business combination to reporting units.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of KCA Deutag, which is included in the 2025 consolidated financial statements of the Company and constituted 38% of total identifiable assets as of September 30, 2025 and 27% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of KCA Deutag.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated November 21, 2025, which expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
2025 FORM 10-K | 63Table of Contents
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Ernst & Young LLP | ||||||||
| Tulsa, Oklahoma | ||||||||
| November 21, 2025 | ||||||||
2025 FORM 10-K | 64Table of Contents
| Report of Independent Registered Public Accounting Firm | ||||||||||||||
To the Shareholders and the Board of Directors of Helmerich & Payne, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Helmerich & Payne, Inc. (the Company) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 21, 2025 expressed an adverse opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Self-Insurance Accruals | |||||
Description of the Matter | The Company's liability for self-insured risks for workers’ compensation and other casualty claims was $114.8 million at September 30, 2025. As described in Note 2 to the consolidated financial statements, this liability is based on a third-party actuarial analysis and includes an estimate for incurred but not reported claims. The actuarial analysis considers a variety of factors, including third-party adjusters’ estimates, historical experience, and statistical methods commonly used within the insurance industry. Auditing the Company’s liability for self-insured risks for workers’ compensation and other casualty claims is complex and required us to use our actuarial specialists due to the measurement uncertainty associated with the estimate, management’s application of significant judgment, and the use of various actuarial methods. | ||||
2025 FORM 10-K | 65Table of Contents
How We Addressed the Matter in Our Audit | We evaluated the design and tested the operating effectiveness of the Company’s controls over the workers’ compensation and other casualty claims accrual process, including management’s review controls over the significant assumptions used in the calculation and the completeness and accuracy of the data underlying the reserve. To test the liability for self-insured risks for workers’ compensation and other casualty claims, we performed audit procedures that included, among others, testing the completeness and accuracy of the underlying claims data provided to management’s actuary and obtaining legal confirmation letters to evaluate the reserves recorded on significant litigated matters. Additionally, we involved our actuarial specialists to assist in our evaluation of the methodologies applied by management’s actuary in establishing the actuarially determined reserve. We compared the Company’s estimates to ranges of estimates independently developed by our actuarial specialists. | ||||
Business Combination - Land Rigs and customer contracts | |||||
Description of the Matter | During fiscal year 2025, the Company acquired KCA Deutag for consideration of $2.0 billion, as disclosed in Note 3 to the consolidated financial statements. The transaction was accounted for as a business combination. Auditing the Company’s accounting for its acquisition of KCA Deutag was complex due to the number of markets and business lines represented in the transaction, the significant estimation required to determine the fair value of land rigs and the estimation uncertainty in the determination of the fair value of identified intangible assets, which principally consisted of customer contracts in Saudi Arabia and Azerbaijan. The fair value estimates for the acquired land rigs were sensitive to significant assumptions including replacement cost as adjusted for current age and current physical condition of the rigs. The Company utilized the multi-period excess earnings method to value the customer contract intangibles. The significant assumptions included weighted average cost of capital and certain assumptions that form the basis of forecasted results (primarily revenue and revenue growth rates). The significant assumptions used in the valuation of intangible assets are forward-looking and could be affected by future economic and market conditions. Additionally, auditing the Company's accounting for the acquisition was impacted by a material weakness in internal controls over the accounting for the business combination. | ||||
How We Addressed the Matter in Our Audit | After giving consideration of the material weakness, our audit procedures to test the estimated fair value of the land rigs and customer contract intangibles included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the significant assumptions used by the Company and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We involved valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates. Specifically for the valuation of land rigs, our valuation specialists also assisted by comparing key assumptions to current industry and market data, and developing an expected range of values based on significant inputs and assumptions to assess reasonableness of the Company’s estimates. Specifically for the valuation of the intangibles, we also performed sensitivity analysis and compared significant assumptions to historical results of the acquired business and to other guideline companies within the same industry. | ||||
2025 FORM 10-K | 66Table of Contents
Impairment of Goodwill | |||||
Description of the Matter | As more fully described in Note 6 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level or more frequently when indications of potential impairment exist. During the third fiscal quarter, due primarily to the sustained decline in the Company’s share price and market capitalization, the Company identified indicators of potential impairment of goodwill and performed an interim impairment test, which resulted in an impairment charge of $173.3 million. The Company utilized a market approach to estimate the fair value of its reporting units based on earnings before interest, income taxes, depreciation and amortization (“EBITDA”) multiples of guideline public companies and transactions for each reporting unit. Auditing the goodwill impairment involved a high degree of subjectivity as the determination of EBITDA multiples utilized for each reporting unit involved significant judgment. The fair values of the reporting units were sensitive to the EBITDA multiples assumed within the range of selected guideline public companies and transactions for each reporting unit. | ||||
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's goodwill impairment process. For example, we tested controls over management's review of the valuation method utilized and significant inputs and assumptions used in determining the reporting units’ fair value. To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, evaluating the valuation methodologies and testing the significant assumptions used by the Company. We involved valuation specialists to assist with our evaluation of the methodologies used by the Company and the evaluation of selected EBITDA multiples and guideline companies and transactions for each reporting unit. We performed sensitivity analyses on significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. We also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. | ||||
| /s/ Ernst & Young LLP | ||||||||
| We have served as the Company’s auditor since 1994. | ||||||||
| November 21, 2025 | ||||||||
2025 FORM 10-K | 67Table of Contents
| HELMERICH & PAYNE, INC. | |||||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||||
| September 30, | |||||||||||
| (in thousands except share data and per share amounts) | 2025 | 2024 | |||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Short-term investments | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Inventories of materials and supplies, net | |||||||||||
| Prepaid expenses and other, net | |||||||||||
| Assets held-for-sale | |||||||||||
| Total current assets | |||||||||||
Investments, net | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Other Noncurrent Assets: | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Restricted cash | |||||||||||
| Other assets, net | |||||||||||
| Total other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES & SHAREHOLDERS' EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Dividends payable | |||||||||||
| Accrued liabilities | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent Liabilities: | |||||||||||
| Long-term debt, net | |||||||||||
| Deferred income taxes | |||||||||||
Retirement benefit obligation | |||||||||||
| Other | |||||||||||
| Total noncurrent liabilities | |||||||||||
Commitments and Contingencies (Note 16) | |||||||||||
| Shareholders' Equity: | |||||||||||
Common stock, $ | |||||||||||
Preferred stock, | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive income (loss) | ( | ||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Non-controlling interest | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2025 FORM 10-K | 68Table of Contents
| HELMERICH & PAYNE, INC. | |||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||
| Year Ended September 30, | |||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2023 | ||||||||||||||
| OPERATING REVENUES | |||||||||||||||||
| Drilling services | $ | $ | $ | ||||||||||||||
| Other | |||||||||||||||||
| OPERATING COSTS AND EXPENSES | |||||||||||||||||
| Drilling services operating expenses, excluding depreciation and amortization | |||||||||||||||||
| Other operating expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Research and development | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
Acquisition transaction costs | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
| Gain on reimbursement of drilling equipment | ( | ( | ( | ||||||||||||||
Other loss on sale of assets | |||||||||||||||||
OPERATING INCOME | |||||||||||||||||
| Other income (expense) | |||||||||||||||||
| Interest and dividend income | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
Gain (loss) on investment securities | ( | ||||||||||||||||
| Foreign currency exchange loss | ( | ( | ( | ||||||||||||||
| Other | |||||||||||||||||
| ( | |||||||||||||||||
Income (loss) before income taxes | ( | ||||||||||||||||
Income tax expense | |||||||||||||||||
| NET INCOME (LOSS) | ( | ||||||||||||||||
| Net income attributable to non-controlling interest | |||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO HELMERICH & PAYNE, INC. | $ | ( | $ | $ | |||||||||||||
| Earnings (loss) per share attributable to Helmerich & Payne, Inc.: | |||||||||||||||||
| Basic | $ | ( | $ | $ | |||||||||||||
| Diluted | $ | ( | $ | $ | |||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2025 FORM 10-K | 69Table of Contents
| HELMERICH & PAYNE, INC. | |||||||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||
| Year ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
Net income (loss) | $ | ( | $ | $ | |||||||||||||
| Other comprehensive income, net of income taxes: | |||||||||||||||||
| Net change related to employee benefit plans | |||||||||||||||||
Unrealized gain (loss) on available-for-sale debt security | ( | ||||||||||||||||
| Currency translation adjustment | |||||||||||||||||
Other comprehensive income | |||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||
| Comprehensive income attributable to non-controlling interest | |||||||||||||||||
| Comprehensive income (loss) attributable to Helmerich & Payne, Inc. | $ | ( | $ | $ | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2025 FORM 10-K | 70Table of Contents
| HELMERICH & PAYNE, INC. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock awards, net of shares withheld for employee taxes | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock awards, net of shares withheld for employee taxes | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Non-controlling interest in connection with business acquisition (Note 3—Business Combination) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared and distributions to non-controlling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock awards, net of shares withheld for employee taxes | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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| HELMERICH & PAYNE, INC. | |||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||
Net income (loss) | $ | ( | $ | $ | |||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
| Amortization of debt discount and debt issuance costs | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
(Gain) loss on investment securities | ( | ( | |||||||||||||||
| Gain on reimbursement of drilling equipment | ( | ( | ( | ||||||||||||||
Other loss on sale of assets | |||||||||||||||||
| Deferred income tax benefit | ( | ( | ( | ||||||||||||||
| Other | |||||||||||||||||
| Change in assets and liabilities: | |||||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Inventories of materials and supplies | ( | ( | ( | ||||||||||||||
| Prepaid expenses and other | ( | ||||||||||||||||
| Other noncurrent assets | ( | ( | ( | ||||||||||||||
| Accounts payable | ( | ( | |||||||||||||||
| Accrued liabilities | ( | ( | |||||||||||||||
| Other noncurrent liabilities | ( | ||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
| Capital expenditures | ( | ( | ( | ||||||||||||||
| Purchase of short-term investments | ( | ( | ( | ||||||||||||||
| Purchase of long-term investments | ( | ( | ( | ||||||||||||||
| Payment for acquisition of business, net of cash acquired | ( | ||||||||||||||||
| Proceeds from sale of short-term investments | |||||||||||||||||
| Proceeds from sale of long-term investments | |||||||||||||||||
| Insurance proceeds from involuntary conversion | |||||||||||||||||
| Proceeds from asset sales | |||||||||||||||||
| Other | ( | ( | |||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
| Dividends paid | ( | ( | ( | ||||||||||||||
| Distributions to non-controlling interests | ( | ||||||||||||||||
| Proceeds from debt issuance | |||||||||||||||||
| Debt issuance costs | ( | ( | |||||||||||||||
| Payments for employee taxes on net settlement of equity awards | ( | ( | ( | ||||||||||||||
| Payment of contingent consideration from acquisition of business | ( | ( | |||||||||||||||
| Payments on unsecured long-term debt | ( | ||||||||||||||||
| Share repurchases | ( | ( | |||||||||||||||
| Other | ( | ( | |||||||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ||||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | |||||||||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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| HELMERICH & PAYNE, INC. | |||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) | |||||||||||||||||
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||||||||
| Cash paid (received) during the period: | |||||||||||||||||
| Interest paid | $ | $ | $ | ||||||||||||||
| Income tax paid | |||||||||||||||||
| Income tax received | ( | ( | ( | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Payments for operating leases | |||||||||||||||||
| Non-cash operating and investing activities: | |||||||||||||||||
| Changes in accounts payable and accrued liabilities related to purchases of property, plant and equipment | ( | ( | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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| HELMERICH & PAYNE, INC. | ||||||||||||||
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | ||||||||||||||
NOTE 1 NATURE OF OPERATIONS | ||||||||||||||
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) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.
KCA Deutag Acquisition
On January 16, 2025 (the “Closing Date” or "Acquisition Date"), H&P completed its acquisition of the entire issued share capital (the "Acquisition") of KCA Deutag International Limited ("KCA Deutag") pursuant to the Sale and Purchase Agreement (the "Purchase Agreement"). H&P paid aggregate cash consideration of approximately $2.0 billion, which consisted of the share purchase price of $0.9 billion and $1.1 billion which was used to contemporaneously repay or redeem certain of KCA Deutag's existing debt, including, as applicable, the payment of all accrued and unpaid interest, premiums, and fees. The Company's results presented for the fiscal year ended September 30, 2025 reflect a full 365 days of legacy H&P operations and 258 days of KCA Deutag operations, as the Acquisition was completed on January 16, 2025.
KCA Deutag is a diverse global drilling company. The company derives a significant portion of its revenues and cash flow from its land operations and has a substantial land drilling presence in the Middle East with additional operations in South America, Europe, and 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™.
For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
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.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RELATED RISKS AND UNCERTAINTIES | ||||||||||||||
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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Principles of Consolidation
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less. Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits.
As of September 30, 2025 and 2024, restricted cash was $29.1 million and $1.3 billion, respectively. Of the total at September 30, 2025 and 2024, $27.4 million and $68.9 million, respectively, represents the amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies. Additionally, of the total at September 30, 2024, $1.2 billion represents net proceeds from senior notes issued in fiscal year 2024 to finance the purchase price of the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness and was subsequently used during the fiscal year ended September 30, 2025 to fund the Acquisition. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination. The restricted amounts are primarily invested in short-term money market securities.
Cash, cash equivalents, and restricted cash are reflected on the Consolidated Balance Sheets as follows:
| September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Current Assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Other Noncurrent Assets: | |||||||||||||||||
| Restricted cash | |||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | $ | ||||||||||||||
Accounts Receivable
Accounts receivable represents valid claims against our customers for our services rendered, net of allowances for credit losses. We perform credit evaluations of customers and do not typically require collateral in support for trade receivables. We provide an allowance for credit losses to cover estimated credit losses. Outstanding customer receivables are reviewed regularly for possible nonpayment indicators. We estimate expected credit losses over the life of our financial assets, which primarily consist of our accounts receivable, through a review of several factors, including historical collection experience, current aging status of the customer accounts, and current financial strength and liquidity of our customers. We evaluate our customers’ financial strength and liquidity based on aging of accounts receivable, payment history, and other relevant information, including ratings agency, credit ratings and alerts, and publicly available reports.
Inventories of Materials and Supplies
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Investments
Related Party Transactions
In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources. In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp. in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the NYSE or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp. During the fiscal year ended September 30, 2025, our representation on the investee’s board of directors ceased. As a result, we determined that we no longer have the ability to exert significant influence over the investee. Accordingly, Tamboran Resources will no longer be classified as a related party in future reporting periods.
Concurrent with the October 2022 investment agreement, we entered into a fixed-term drilling services agreement with Tamboran Resources. As of September 30, 2025 and 2024, we recorded $0.7 million and $5.0 million in receivables, respectively, and $3.9 16.1 million and $14.1 million in revenue on our Consolidated Statement of Operations the fiscal years ended September 30, 2025 and 2024, respectively, related to the drilling services agreement with Tamboran Resources, which commenced drilling services during the fourth fiscal quarter of 2023. We expect to earn $26.3 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of September 30, 2025.
Property, Plant, and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Substantially all property, plant and equipment are depreciated using the straight-line method based on the estimated useful lives of the assets after deducting their salvage values. The amount of depreciation expense we record is dependent upon certain assumptions, including an asset’s estimated useful life, rate of consumption, and corresponding salvage value. We periodically review these assumptions and may change one or more of these assumptions. Changes in our assumptions may require us to recognize, on a prospective basis, increased or decreased depreciation expense.
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Changes that could prompt such an assessment include a significant decline in revenue or cash margin per day, extended periods of low rig asset group utilization, changes in market demand for a specific asset, obsolescence, restructuring of our drilling fleet, and/or overall general market conditions. If the review of the long-lived assets indicates that the carrying value of these assets/asset groups is more than the estimated undiscounted future cash flows projected to be realized from the use of the asset and its eventual disposal an impairment charge is recognized, as required, to adjust the carrying value down to the estimated fair value of the asset. The estimated fair value is determined based upon either an income approach using estimated discounted future cash flows, a market approach considering factors such as recent market sales of rigs of other companies and our own sales of rigs, appraisals and other factors, a cost approach utilizing reproduction costs new as adjusted for the asset age and condition, and/or a combination of multiple approaches.
Cash flows are estimated by management considering factors such as prospective market demand, margins, recent changes in rig technology and its effect on each rig’s marketability, any investment required to make a rig operational, suitability of rig size and make up to existing platforms, and competitive dynamics including industry utilization. Long-lived assets that are held for sale are recorded at the lower of carrying value or the fair value less costs to sell.
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Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination, at the date of acquisition. Goodwill is not amortized, but is tested for potential impairment at the reporting unit level at a minimum on an annual basis in the fourth fiscal quarter of each fiscal year or when it is more likely than not that the carrying value may exceed fair value. If an impairment is determined to exist, an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value is recognized, limited to the total amount of goodwill allocated to that reporting unit. The reporting unit level is defined as an operating segment or one level below an operating segment.
Drilling Revenues
Income Taxes
Current income tax expense is the amount of income taxes expected to be payable for the current fiscal year. Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial basis and the tax basis of our assets and liabilities.
We take tax positions in our tax returns from time to time that may not ultimately be allowed by the relevant taxing authority. When we take such positions, we evaluate the likelihood of sustaining those positions and determine the amount of tax benefit arising from such positions, if any, that should be recognized in our financial statements. We recognize uncertain tax positions we believe have a greater than 50 percent likelihood of being sustained. Tax benefits not recognized by us are recorded as a liability for unrecognized tax benefits, which represents our potential future obligation to various taxing authorities if the tax positions are not sustained. See Note 8—Income Taxes. Amounts for uncertain tax positions are adjusted in periods when new information becomes available or when positions are effectively settled. We recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in other expense in the Consolidated Statements of Operations.
Earnings per Common Share
Basic earnings per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing the two-class method for nonvested restricted stock and performance share units. We have granted and expect to continue to grant to employees restricted stock grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities under Accounting Standards Codification ("ASC") 260, Earnings Per Share. As such, we have included these grants in the calculation of our basic earnings per share.
Stock-Based Compensation
Stock-based compensation expense is determined using a fair-value-based measurement method for all awards granted. The fair value of restricted stock awards is determined based on the closing price of our shares on the grant date. The grant date fair value of performance share units is determined through the use of the Monte Carlo simulation method. The Monte Carlo simulation method requires the use of highly subjective assumptions. Our key assumptions in the method include the price and the expected volatility of our stock and our self-determined peer group of companies’ (the "Peer Group") stock, risk free rate of return, dividend yields and cross-correlations between the Company and our Peer Group.
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Treasury Stock
Treasury stock purchases are accounted for under the cost method whereby the cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to additional paid-in capital using the average-cost method. Treasury stock may be issued for awards under our omnibus incentive plans.
Comprehensive Income or Loss
Leases
We lease various offices, warehouses, equipment and vehicles. Rental contracts are typically made for fixed periods of to 15 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Leases are recognized as a right-of-use asset and a corresponding liability within accrued liabilities and other non-current liabilities at the date at which the leased asset is available for use by the Company. Operating lease expense is recognized on a straight-line basis over the life of the lease. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis for finance type leases.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
•Fixed payments (including in-substance fixed payments), less any lease incentives receivable
•Variable lease payments that are based on an index or a rate
•Amounts expected to be payable by the lessee under residual value guarantees
•The exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
•Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, our incremental borrowing rate is used, which is the rate that we would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost and are comprised of the following:
•The amount of the initial measurement of lease liability
•Any lease payments made at or before the commencement date less any lease incentives received
•Any initial direct costs, and
•Asset retirement obligations related to that lease, as applicable.
Payments associated with short-term leases are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
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Use of Estimates
The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Updates
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company.
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The following table provides a brief description of recently adopted accounting pronouncements and our analysis of the effects on our financial statements:
| Standard | Description | Date of Adoption | Effect on the Financial Statements or Other Significant Matters | ||||||||
Recently Adopted Accounting Pronouncements | |||||||||||
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. | September 30, 2025 | We adopted this ASU during the fourth quarter of fiscal year 2025, as required. The adoption did not affect our Consolidated Financial Statements and did not materially affect our disclosures. The required additional disclosures are included in Note 17—Business Segments and Geographic Information. | ||||||||
Standards that are not yet adopted as of September 30, 2025 | |||||||||||
| ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | This ASU enhances income tax disclosure requirements. Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). Specific categories that must be included in the reconciliation for each annual reporting period are specified in the amendment. This update is effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied on a prospective basis. Retrospective application is permitted. | September 30, 2026 | We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our fiscal year 2026 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures. | ||||||||
| ASU No. 2024-03, Income Statement -- Reporting Comprehensive Income -- Expense Disaggregation Disclosure (Subtopic 220-40) | This ASU enhances disclosure requirements for certain costs and expenses. The amendments in this update enhance annual and interim disclosure requirements, certain liability-related expenses, expense reimbursements related to a cost-sharing or cost-reimbursement arrangement with another entity, and the disaggregation of relevant expense captions. This update gives entities the ability to use estimates or other methods that produce a reasonable approximation of the amounts required to be disclosed. This update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the amendments shall be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. | September 30, 2028 | We plan to adopt this ASU, as required, during fiscal year 2028 with the first disclosure enhancements reflected in our fiscal year 2028 Form 10-K. We are currently evaluating the impact the new guidance may have on our Consolidated Financial Statements and disclosures. | ||||||||
Self-Insurance
We self-insure a significant portion of expected losses relating to workers’ compensation, general liability and automobile liability. Generally, self-insured retentions ("SIRs") or deductibles range from $1 million to $10 million per occurrence depending on the coverage and whether a claim occurs outside or inside of the United States. Insurance is purchased over SIRs or deductibles to reduce our exposure to catastrophic events. Estimates are recorded for incurred outstanding liabilities for workers’ compensation, general, and automobile liability, including claims that are incurred but not reported. Estimates are based on adjusters’ estimates, historical experience and statistical methods commonly used within the insurance industry that we believe are reliable. Insurance recoveries related to such liabilities are recorded when considered probable. We have also engaged a third-party actuary to perform a review of our casualty losses as well as losses in our captive insurance companies. Nonetheless, insurance estimates include certain assumptions and management judgments regarding the frequency and severity of claims, claim development and settlement practices. Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these programs. The Company also self-insures employee health plan exposures in excess of employee deductibles. This program is also reviewed at the end of each policy year by a third-party actuary.
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Foreign Currencies
The reporting and functional currency of the parent company, H&P, is the United States Dollar ("USD"). Our foreign subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). For some of our foreign subsidiaries, functional currency is not measured in U.S. Dollars, and, instead, is the local currency. On consolidation, the assets and liabilities of our non-U.S. Dollar functional entities are translated at exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rates prevailing during the reporting period. Translation adjustments are recorded as a separate component of stockholders’ equity and are included in Other comprehensive income or loss on the Consolidated Statements of Comprehensive Income (Loss).
For foreign subsidiaries where the functional currency is the USD, monetary assets and liabilities are remeasured at the exchange rate in effect at the balance sheet date, while non-monetary items are remeasured at historical exchange rates. Revenues and expenses are remeasured at the average exchange rates prevailing during the reporting period. Gains and losses resulting from remeasurement are included within Foreign currency exchange loss on the Consolidated Statements of Operations.
Prior to the current fiscal year, foreign currency exchange gains and losses were presented in the operating costs and expense line items to which they relate, namely within Drilling services operating expenses, on our Consolidated Statements of Operations. To conform with the current period presentation, we reclassified amounts previously presented in separate line items within operating costs and expenses to the Foreign currency exchange loss line on our Consolidated Statements of Operations for the fiscal years ended September 30, 2024 and 2023. The impact of this change was not material to any period presented.
Concentration of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of temporary cash investments, short and long-term investments, and trade receivables. The industry concentration has the potential to impact our overall exposure to market and credit risks, either positively or negatively, in that our customers could be affected by similar changes in economic, industry or other conditions. However, we believe that the credit risk posed by this industry concentration is offset by the creditworthiness of our customer base. Revenue from drilling services performed for our largest drilling customer, which is reported in our North America Solutions segment, 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. In fiscal year 2023, no individual customers constituted 10 percent or more of our total consolidated revenues.
Volatility of Market
Our operations can be materially affected by oil and gas prices. Oil and natural gas prices have been historically volatile and difficult to predict with any degree of certainty. While current energy prices are important contributors to positive cash flow for customers, expectations about future prices and price volatility are generally more important for determining a customer’s future spending levels. This volatility, along with the difficulty in predicting future prices, can lead many exploration and production companies to base their capital spending on more conservative estimates of commodity prices. As a result, demand for drilling services is not always purely a function of the movement of commodity prices.
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In addition, customers may finance their exploration activities through cash flow from operations, the incurrence of debt or the issuance of equity. Any deterioration in the credit and capital markets may cause difficulty for customers to obtain funding for their capital needs. A reduction of cash flow resulting from declines in commodity prices or a reduction of available financing may result in a reduction in customer spending and the demand for our services. This reduction in spending could have a material adverse effect on our operations.
International Operations Risks
International operations may significantly contribute to our revenues and net operating income or loss. There can be no assurance that we will be able to successfully conduct such operations, and a failure to do so may have an adverse effect on our financial position, results of operations, and cash flows. Also, the success of our International operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, geopolitical developments and tensions, war and uncertainty in oil producing countries, fluctuations in currency exchange rates, foreign currency exchange restrictions and other difficulties repatriating cash from foreign countries, changes in international regulatory requirements and international employment issues, risk of expropriation of real and personal property and the burden of complying with foreign laws. Additionally, in the event that extended labor strikes occur or a country experiences significant political, economic or social instability, we could experience shortages in labor and/or material and supplies necessary to operate some of our drilling rigs, thereby potentially causing an adverse material effect on our business, financial condition and results of operations.
Because of the impact of local laws, some of our current operations and potential future operations in certain areas may be conducted through entities in which local citizens own interests. Additionally, these operations might involve entities (including joint ventures) where we hold only a minority interest or where operations are carried out under contract with local entities. While we believe that neither operating through such entities nor pursuant to such arrangements would have a material adverse effect on our operations or revenues, there can be no assurance that we will in all cases be able to structure or restructure our operations to conform to local law (or the administration thereof) on terms acceptable to us.
During the fiscal year ended September 30, 2025, approximately 33.8 percent of our operating revenues were generated from international locations compared to 7.2 percent during the fiscal year ended September 30, 2024. The increase was primarily driven by the completion of the Acquisition, resulting in an additional 27.0 percent ($1.0 billion) of revenue during the fiscal year ended September 30, 2025. Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the fiscal year ended September 30, 2025, approximately 13.9 percent of our total consolidated operating revenues were from operations in the Middle East compared to 1.0 percent during the fiscal year ended September 30, 2024. The majority of our operating revenues in the Middle East were from operations in Saudi Arabia and Oman. During the fiscal year ended September 30, 2025, a single customer in Saudi Arabia accounted for 7.0 percent of our total consolidated operating revenues. This customer has the ability to suspend rigs and a portion of our rigs with this customer are currently suspended. The Company's results presented for the fiscal year ended September 30, 2025 reflect a full 365 days of legacy H&P operations and 258 days of KCA Deutag operations, as the Acquisition was completed on January 16, 2025. The future occurrence of one or more international events arising from the types of risks described above could have a material adverse impact on our business, financial condition and results of operations.
| NOTE 3 BUSINESS COMBINATION | ||||||||||||||
On January 16, 2025 (the “Closing Date” or "Acquisition Date"), H&P and certain of its wholly owned subsidiaries completed the previously announced agreement to acquire KCA Deutag. Upon closing, H&P paid aggregate cash consideration of approximately $2.0 billion, which consisted of the share purchase price of $0.9 billion and $1.1 billion which was used to contemporaneously repay or redeem certain of KCA Deutag's existing debt, including, as applicable, the payment of all accrued and unpaid interest, premiums, and fees.
Of the $0.9 billion, approximately $80.0 million was deposited into a customary escrow on the Closing Date pending the resolution of certain potential tax obligations of KCA Deutag. In May 2025, these escrowed funds were subsequently released to the shareholders following a determination that KCA Deutag would not be liable for the identified obligations. As part of this release, H&P received approximately $5.2 million, primarily attributable to favorable movements in the euro foreign exchange rate since the Closing Date. This amount is reported within Foreign currency exchange loss in our Consolidated Statements of Operations for the year ended September 30, 2025.
To finance the purchase price and to pay related fees and expenses, we completed a private offering of $1.25 billion aggregate principal amount of senior notes, together with the proceeds of a term loan credit agreement, cash on hand, and monetization of our investment in ADNOC Drilling. Refer to Note 7—Debt for further details on the senior notes and term loan credit agreement.
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The Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, which requires the assets acquired and liabilities assumed to be recorded at their Acquisition Date fair values. Determining the fair value of acquired assets and liabilities assumed requires the use of independent valuation specialists and the use of significant estimates and assumptions with respect to future rig counts, estimated economic useful lives, operating and capital cost estimates, and a weighted average discount rate reflecting the cost of capital for market participants of 11.0 percent. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, deferred income, contingent liabilities, and provisions and other payables approximate their fair values due to their nature. The remaining assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs.
During September 2025, we finalized the allocation of the purchase price. The following table summarizes the final purchase price and the fair values of assets acquired and liabilities assumed at the Acquisition Date, inclusive of measurement period adjustments:
| (in thousands) | |||||
| Total cash consideration | $ | ||||
| Allocation of purchase price | |||||
| Current assets acquired: | |||||
| Cash and cash equivalents | |||||
| Short-term investments | |||||
Accounts receivable, net1 | |||||
| Inventories of materials and supplies, net | |||||
Prepaid expenses and other, net | |||||
| Noncurrent assets acquired: | |||||
| Investments, net | |||||
| Property, plant and equipment, net | |||||
| Intangible assets, net | |||||
| Operating lease right-of-use assets | |||||
| Total assets acquired | |||||
| Current liabilities assumed: | |||||
Accounts payable and accrued liabilities | |||||
| Current portion of long-term debt, net | |||||
| Noncurrent liabilities assumed: | |||||
| Deferred income | |||||
| Long-term debt, net | |||||
| Deferred income taxes | |||||
| Retirement benefit obligations | |||||
| Other | |||||
| Total liabilities assumed | |||||
Net assets acquired | $ | ||||
Add: Fair value of non-controlling interests acquired | |||||
| Goodwill | $ | ||||
(1)The fair value of accounts receivable is $316.2 million, with the gross contractual amount being $329.3 million. The Company estimates $13.1 million to be uncollectible.
Refer to Note 6—Goodwill and Intangible Assets for more information on measurement period adjustments made during the year ended September 30, 2025.
Inventory
Inventory includes materials, supplies and spare parts used as part of contract drilling operations and was valued at fair value using a replacement cost approach.
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Property, Plant and Equipment
Property, plant and equipment consists primarily of drilling rigs and equipment and will be depreciated on a straight-line basis over the estimated useful lives of the assets. These assets were valued using a combination of replacement cost and a market approach.
Intangible Assets
Intangible assets included in the Acquisition consist of developed technology, customer relationships, a trade name, and in-process research and development. The fair values were determined using a combination of the income and market approach.
These assets will be amortized over their respective periods of expected benefit. Refer to Note 6—Goodwill and Intangible Assets for estimated amortization expense over the next five years. The values assigned to each intangible asset and the corresponding useful lives, as of the Acquisition Date, are as follows:
| (in thousands) | Amount | Weighted Average Useful life (Years) | |||||||||
| Customer relationships | $ | ||||||||||
| Trade name | |||||||||||
| Developed technology | |||||||||||
| In-process research and development | Indefinite | ||||||||||
| Estimated fair value of acquired intangible assets | $ | ||||||||||
As of September 30, 2025, the acquired customer relationships had a weighted average remaining term of 2.0 years until their next contract renewal or extension.
Operating Lease Right-of-Use Assets
In connection with the Acquisition, we acquired operating lease right-of-use assets and corresponding current and noncurrent liabilities as summarized below:
| (in thousands) | Amount | ||||
Real estate properties | $ | ||||
Drilling equipment | |||||
Total Operating lease right-of-use asset | $ | ||||
Current portion of lease liabilities within Accounts payable and Accrued liabilities | $ | ||||
Noncurrent portion of operating lease liabilities within Other noncurrent liabilities | |||||
We measured the lease liability at the present value of the remaining lease payments, applying a weighted average discount rate of 5.6 percent, as if the acquired lease was a new lease of H&P at the Acquisition Date. The right-of-use asset was measured at the same amount as the lease liability and adjusted by $9.8 million to reflect unfavorable terms of the leases when compared to market terms. We have elected to apply the short-term lease measurement and recognition exemption to leases that have a remaining lease term of 12 months or less at the Acquisition Date. The weighted average remaining lease term for the acquired leases is approximately 10.1 years as of September 30, 2025.
Goodwill
The amount of goodwill recognized in the Acquisition represents the excess of the gross consideration transferred and the amount of any non-controlling interest over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill is attributed to the assembled workforce, anticipated operational synergies, and the allocation of proceeds in excess of the fair value of net identifiable assets acquired. Goodwill arising from the Acquisition is not expected to be deductible for tax reporting purposes. During the year ended September 30, 2025, goodwill increased by $15.8 million due to certain measurement period adjustments which primarily consisted of a $17.4 million increase resulting from the finalization of deferred tax liabilities and a $4.0 million decrease resulting from the refinement of the fair value calculation of the inventory and intangible asset balances. Separately, during the same period, we recognized an impairment of a portion of the goodwill arising from the Acquisition. Refer to Note 6—Goodwill and Intangible Assets for further information.
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Long-Term Debt
As discussed above, we paid $1.1 billion to contemporaneously repay or redeem certain of KCA Deutag's existing debt upon consummation of the acquisition. As of the Closing Date, we assumed an aggregate $84.9 million in secured term loan borrowings comprised of two separate agreements as summarized in Note 7—Debt—2024 KCA Deutag Oman Facility and —2023 KCA Deutag Oman Facility.
End-of-Service Benefit Plans
As a result of the Acquisition, we assumed a liability of $44.8 million related to end-of-service benefit plans. This liability arises from KCA Deutag's compliance with local legislation in various Middle Eastern and South American countries, where end-of-service benefit plans are mandated. These plans require payments to employees upon the conclusion of their service, calculated based on their most recent salary and years of service. These plans are not pre-funded. A significant portion of this liability stems from operations in the Middle East for which we relied on independent actuaries to assess the value of these obligations. The primary costs associated with these plans include the present value of benefits accrued for an additional year of service and the interest on the obligation related to employee service in previous years. This liability is presented within Accrued liabilities on our Consolidated Balance Sheets.
Defined Benefit Pension Plans
As a result of the Acquisition, we now maintain pension plans in Germany and the United Kingdom "UK". Refer to Note 14—Employee Benefit Plans for additional details.
Non-controlling Interest
The non-controlling interests acquired represents the portion of certain consolidated subsidiaries that are owned by third-parties and were recorded at estimated fair market value. The non-controlling interests are presented as a separate component of equity in our Consolidated Balance Sheets and the consolidated net income attributable to non-controlling interests is disclosed separately in the Consolidated Statements of Operations.
Results of Operations
KCA Deutag's results of operations for its land operations and offshore management contract operations are reported within our International Solutions and Offshore Solutions operating segments, respectively. KCA Deutag's manufacturing and engineering operations results are included in "Other". The results of operations attributable to the Acquisition have been included in our Consolidated Financial Statements since the date of the acquisition, on January 16, 2025, through September 30, 2025. Revenue and net loss attributable to the net assets acquired for the period January 16, 2025 through September 30, 2025, were $1.0 billion and $337.2 million, respectively.
During the year ended September 30, 2025, we recognized approximately $54.7 million in acquisition transaction costs associated with the Acquisition, as compared to $15.0 million for the year ended September 30, 2024.These non-recurring costs are primarily related to third-party legal, advisory and valuation services and are included in Acquisition transaction costs on the Consolidated Statements of Operations.
Pro Forma Financial Information
The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the Acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, and is not indicative of future results of operations.
The summarized unaudited pro forma financial information reflects several adjustments to reflect final purchase price accounting and differences in accounting policies between International Financial Reporting Standards ("IFRS") and U.S. GAAP. These adjustments account for incremental depreciation and amortization expenses based on the fair value of KCA Deutag’s assets, the elimination of interest expenses from KCA Deutag’s historical borrowings, and the addition of H&P debt to fund the acquisition. The pro forma adjustments are based upon currently available information and certain assumptions that H&P believes are reasonable under the circumstances. The tax impact of these adjustments was determined using statutory tax rates.
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The following unaudited pro forma combined financial information presents results for the year ended September 30, 2025 and 2024, as if we had completed the Acquisition on October 1, 2023:
| (in thousands) | September 30, 2025 | September 30, 2024 | |||||||||
| Revenue | $ | $ | |||||||||
Net income (loss) | ( | ||||||||||
Net income attributable to non-controlling interest | |||||||||||
Net income (loss) attributable to Helmerich & Payne, Inc. | $ | ( | $ | ||||||||
NOTE 4 PROPERTY, PLANT AND EQUIPMENT | ||||||||||||||
Property, plant and equipment as of September 30, 2025 and 2024 consisted of the following:
| (in thousands) | Estimated Useful Lives | September 30, 2025 | September 30, 2024 | ||||||||||||||
| Drilling services equipment | $ | $ | |||||||||||||||
| Tubulars | |||||||||||||||||
| Real estate properties | |||||||||||||||||
| Other | |||||||||||||||||
Construction in progress1 | |||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||||||||
| Assets held-for-sale | $ | $ | |||||||||||||||
KCA Deutag Acquisition
Refer to Note 3—Business Combination for additional information regarding the property, plant and equipment acquired in connection with the Acquisition.
Depreciation
Depreciation in the Consolidated Statements of Operations of $574.5 million, $390.9 million and $375.7 million includes abandonments of $2.9 million, $6.5 million and $3.3 million for the fiscal years 2025, 2024 and 2023, respectively.
In November 2022, a fire at a wellsite caused substantial damage to one of our super-spec rigs within our North America Solutions segment. The major components were destroyed beyond repair and considered a total loss, and, as a result, these assets were written off and the rig was removed from our available rig count. At the time of the loss, the rig was fully insured under replacement cost insurance. During the fiscal year ended September 30, 2024, we recognized a gain on involuntary conversion of the rig of $5.5 million which represents the insurance proceeds received in excess of the carrying value of the rig and therefore was recognized as a gain within operating income during the year ended September 30, 2024.
Assets Held-for-Sale
Fiscal Year 2025 Activity
During the fiscal year ended September 30, 2025, we committed to a plan to sell a significant portion of our real estate portfolio, including a shopping center comprised of approximately 371,000 leasable square feet with a net book value of $12.0 million.
During the fiscal year ended September 30, 2025, we identified 16 land rigs within our International Solutions operating segment that met the asset held-for-sale criteria with an aggregate net book value of $3.2 million.
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During the year ended September 30, 2025, we identified a domestic drilling rig that met the asset held-for-sale criteria. The rig's net book value of $1.7 million was written down to its estimated scrap value of $0.2 million, resulting in a non-cash impairment charge of $1.5 million in our North America Solutions segment during the fiscal year ended September 30, 2025. During the year ended September 30, 2025, the rig was fully disposed of resulting in a nominal gain recorded within Other loss on sale of assets on our Consolidated Statement of Operations during the period.
As a result of the activity described above, a combined total of $15.2 million in real estate and land rig assets are classified as Assets held-for-sale on our Consolidated Balance Sheets as of September 30, 2025.
Fiscal Year 2024 Activity
We did not have any assets meeting the assets held-for-sale criteria during or as of the fiscal year ended September 30, 2024.
Fiscal Year 2023 Activity
During the fiscal year ended September 30, 2023, our North America Solutions assets that were previously classified as Assets held-for-sale at September 30, 2022 were either sold or written down to scrap value. The aggregate net book value of these remaining assets was $3.0 million, which exceeded the estimated scrap value of $0.3 million, resulting in a non-cash impairment charge of $2.7 million. During the same period, we also identified additional equipment that met the asset held-for-sale criteria and was reclassified to Assets held-for-sale on our Consolidated Balance Sheets. The aggregate net book value of the equipment of $1.4 million was written down to its estimated scrap value of $0.1 million, resulting in a non-cash impairment charge of $1.3 million during the fiscal year ended September 30, 2023. These impairment charges are recorded in Asset impairment charges within our North America Solutions segment in our Consolidated Statement of Operations.
During the fiscal year ended September 30, 2023, the Company initiated a plan to decommission and scrap four international FlexRig® drilling rigs and four conventional drilling rigs located in Argentina that are not suitable for unconventional drilling. As a result, these rigs were reclassified to Assets held-for-sale on our Consolidated Balance Sheets. The rigs’ aggregate net book value of $8.8 million was written down to the estimated scrap value of $0.7 million, which resulted in a non-cash impairment charge of $8.1 million within our International Solutions segment and recorded in Asset impairment charges within our Consolidated Statement of Operations during the fiscal year ended September 30, 2023.
(Gain)/Loss on Sale of Assets
Gain on Reimbursement of Drilling Equipment
We recognized a gain of $33.4 million, $33.3 million, $48.2 million in fiscal years 2025, 2024 and 2023, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe. Gains related to these asset sales are recorded in Gains on reimbursement of drilling equipment within our Consolidated Statements of Operations.
Other Loss on Sale of Assets
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NOTE 5 LEASES | ||||||||||||||
Lease Position
| (in thousands) | September 30, 2025 | September 30, 2024 | |||||||||
Operating lease commitments, including probable extensions1 | $ | $ | |||||||||
| Discounted using the lessee's incremental borrowing rate | $ | $ | |||||||||
| (Less): short-term leases recognized on a straight-line basis as expense | ( | ( | |||||||||
| (Less): other | ( | ( | |||||||||
| Lease liability recognized | $ | $ | |||||||||
| Of which: | |||||||||||
| $ | $ | ||||||||||
(1)Our future minimal rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future. Those probable extensions are included in the operating lease liability balance.
The recognized right-of-use assets relate to the following types of assets:
| (in thousands) | September 30, 2025 | September 30, 2024 | |||||||||
| Real estate properties | $ | $ | |||||||||
| Drilling equipment | |||||||||||
| Total right-of-use assets | $ | $ | |||||||||
Lease Costs
The following table presents certain information related to the lease costs for our operating leases:
| Year ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Operating lease cost | $ | $ | $ | ||||||||||||||
| Short-term lease cost | |||||||||||||||||
| Total lease cost | $ | $ | $ | ||||||||||||||
Lease Terms and Discount Rates
The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases:
| September 30, 2025 | September 30, 2024 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
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Lease Obligations
Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at September 30, 2025 (in thousands) are as follows:
| Fiscal Year | Amount | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
Total1 | $ | ||||
Of the $158.1 million of future minimum rental payments, $66.4 million is attributable to our recently acquired subsidiary, KCA Deutag.
During the fiscal year ended September 30, 2025, we updated the lease for our Tulsa corporate headquarters for common area maintenance and parking expenses, resulting in a $13.8 million increase to right-of-use assets and lease liability on our Consolidated Balance Sheets. The additional right of use asset will be amortized over the remaining 10.3 years of the original lease term. The future minimum lease payments for our corporate headquarters office space represent a material portion of the amounts shown in the table above.
During the fiscal year ended September 30, 2024, we amended the lease for our Tulsa corporate headquarters, resulting in a $5.9 million increase to right-of-use assets and lease liability on our Consolidated Balance Sheets. The additional right of use asset will be amortized over the remaining 11 years of the original lease term. The future minimum lease payments for our corporate headquarters office space represent a material portion of the amounts shown in the table above.
NOTE 6 GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||
Due to the Acquisition, we recognized increases to our goodwill and intangible assets balances as of September 30, 2025. The goodwill and intangible assets recognized as a result of the Acquisition are considered final as of September 30, 2025. During the fiscal year ended September 30, 2025, goodwill increased by $15.8 million due to certain measurement period adjustments which primarily consisted of a $17.4 million increase resulting from the finalization of deferred tax liabilities and a $4.0 million decrease resulting from the refinement of the fair value calculation of the inventory and intangible asset balances. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
Goodwill
Goodwill represents the excess of the purchase price over the fair values of the assets acquired and liabilities assumed in a business combination, at the date of acquisition. Goodwill is not amortized but is tested for potential impairment at the reporting unit level, at a minimum on an annual basis in the fourth fiscal quarter, or when indications of potential impairment exist. Our reporting units with goodwill are H&P Technologies (within our North America Solutions segment), International Solutions, Offshore Solutions, and BENTEC™ (within Other).
During the third fiscal quarter of 2025, due primarily to the sustained decline in our share price and market capitalization, we identified indicators of potential impairment of goodwill and performed an interim impairment test. We estimated the fair value of each reporting unit using a market approach, incorporating significant unobservable, or Level 3, inputs, as defined by the fair value hierarchy. We employed a combination of the guideline public company method and the guideline transactions method, leveraging company comparisons and analyst reports from the energy industry, which supported a range of fair values derived from annualized earnings before interest, income taxes, depreciation and amortization ("EBITDA") multiples between 2.5 x and 5.5 x for guideline public companies and between 3.4 x and 7.6 x for guideline transactions. We then derived an estimated fair value of each reporting unit based on an EBITDA multiple at or below the peer-median trading multiple.
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Based on our interim goodwill impairment test as of June 30, 2025, we concluded that the International Solutions and BENTEC™ (formally Kenera) reporting units' carrying value exceeded their respective estimated fair value. As a result, we recorded a non-cash goodwill impairment charge of $128.4 million and $44.9 million, respectively, which represented a full impairment of the goodwill allocated to these reporting units. The estimated fair values of our H&P Technologies and Offshore Solutions reporting units as of June 30, 2025 exceeded their respective carrying values by approximately 76 percent and 20 percent, respectively. During the three months ended September 30, 2025, primarily as a result of measurement period adjustments discussed above, we recorded an additional $4.4 million and $14.5 million in impairment expense related to the International Solutions and BENTEC™ reporting units, respectively. Our annual review of goodwill during the fourth fiscal quarter of 2025 did not result in any additional impairments.
The following table sets forth our goodwill balance by segment for the periods indicated:
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Other | Total | ||||||||||||||||||||||||
Goodwill balance at September 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Acquisition of KCA Deutag | |||||||||||||||||||||||||||||
| Measurement period adjustments | |||||||||||||||||||||||||||||
Currency translation adjustment | |||||||||||||||||||||||||||||
| ( | ( | ( | |||||||||||||||||||||||||||
Goodwill balance at September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Intangible Assets
Finite-lived intangible assets are amortized using the straight-line method over the period in which these assets contribute to our cash flows and are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with our policies for valuation of long-lived assets. After initial recognition, in-process research and development ("IPR&D") assets are considered indefinite-lived until the abandonment or completion of the associated research and development effort. During the year ended September 30, 2025, we reclassified $1.2 million to Property, plant and equipment, net on our Consolidated Balance Sheets upon the completion of related projects. Acquired IPR&D is not amortized, but is subject to an annual impairment assessment. Our intangible assets consist of the following:
| September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Weighted Average Estimated Useful Lives | Gross Carrying Amount | Accumulated Amortization | Currency Translation Adjustment | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed technology | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||||||||||||||||||||||||||
| Intellectual property | |||||||||||||||||||||||||||||||||||||||||||||||
| Trade name | |||||||||||||||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible asset: | — | ||||||||||||||||||||||||||||||||||||||||||||||
| In-process research and development | Indefinite | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Amortization expense in the Consolidated Statements of Operations was $50.6 million for fiscal year 2025, $6.4 million for fiscal year 2024 and $6.6 million for fiscal year 2023.
Over the next five years, amortization expense is estimated to be as follows:
| (in thousands) | |||||
Fiscal year: | |||||
2026 | $ | ||||
2027 | |||||
2028 | |||||
2029 | |||||
2030 | |||||
2025 FORM 10-K | 90Table of Contents
NOTE 7 DEBT | ||||||||||||||
We have the following long-term debt outstanding with maturities shown in the following table:
| September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Face Amount | Unamortized Discount and Debt Issuance Cost | Book Value | Face Amount | Unamortized Discount and Debt Issuance Cost | Book Value | |||||||||||||||||||||||||||||
| Unsecured senior notes: | |||||||||||||||||||||||||||||||||||
| Due December 1, 2027 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Due December 1, 2029 | ( | ( | |||||||||||||||||||||||||||||||||
| Due September 29, 2031 | ( | ( | |||||||||||||||||||||||||||||||||
| Due December 1, 2034 | ( | ( | |||||||||||||||||||||||||||||||||
Total unsecured senior notes | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Unsecured term loan credit agreement: | |||||||||||||||||||||||||||||||||||
Due January 15, 2027 | ( | ||||||||||||||||||||||||||||||||||
Secured term loan credit agreements: | |||||||||||||||||||||||||||||||||||
Due December 31, 2033 | ( | ||||||||||||||||||||||||||||||||||
Due December 31, 2034 | ( | ||||||||||||||||||||||||||||||||||
Total secured term loan credit agreements | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Total debt | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Less: current portion of long-term debt | ( | ( | |||||||||||||||||||||||||||||||||
Total long-term debt, net | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
The principal amount and maturities of our long-term debt as of September 30, 2025 are summarized in the table below (in thousands):
| Fiscal Year | Amount | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
Total | $ | ||||
Senior Notes Issued in Fiscal Year 2024
On September 17, 2024, we completed a private offering of $1.25 billion aggregate principal amount of senior notes, comprised of the following tranches (collectively, the “Notes”): $350.0 million aggregate principal amount of 4.65 percent senior notes due 2027 issued at a price equal to 99.958 percent of their face value, $350.0 4.85 percent senior notes due 2029 issued at a price equal to 99.883 percent of their face value and $550.0 5.50 percent senior notes due 2034 issued at a price equal to 99.670 percent of their face value. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2025.
On January 16, 2025, H&P completed the Acquisition, and the Company used the net proceeds of the Notes, together with the proceeds of its term loan credit agreement (discussed below) and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag’s outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
2025 FORM 10-K | 91Table of Contents
In connection with the issuance of the Notes, the Company also entered into a registration rights agreement, dated as of September 17, 2024 (the "Registration Rights Agreement"), with the initial purchasers of the Notes named therein. Under the Registration Rights Agreement, the Company agreed, among other things, to use commercially reasonable efforts to file with the SEC, and cause to be declared effective, a registration statement with respect to an offer to exchange each series of the Notes for freely tradable notes (“Registered Notes”) having terms identical in all material respects to each such series of Notes (the “Registered Exchange Offer”). Accordingly, on May 15, 2025, the Company filed a registration statement on Form S-4 with the SEC, which was declared effective on May 28, 2025. On May 28, 2025, the Company launched the Registered Exchange Offer, which expired on July 10, 2025. Substantially all of the Notes were tendered and exchanged for Registered Notes in the Exchange Offer.
The indenture governing the Notes contains certain covenants that, among other things, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the Notes also contains customary events of default with respect to the Notes.
Senior Notes Issued in Fiscal Year 2021
On September 29, 2021, we issued $550.0 million aggregate principal amount of the 2.90 percent senior notes due 2031 (the "2031 Notes") in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act as amended (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.
In June 2022, we settled a registered exchange offer (the “2022 Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes. All of the 2031 Notes were exchanged in the 2022 Registered Exchange Offer.
The indenture governing the 2031 Notes contains certain covenants that, among other things and subject to certain exceptions, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the 2031 Notes also contains customary events of default with respect to the 2031 Notes.
Term Loan Credit Agreement
On August 14, 2024, the Company entered into the Term Loan Credit Agreement, among the Company, Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent, and the other lenders party thereto. On the Closing Date, the Company drew an aggregate principal amount of $400.0 million under the Term Loan Credit Agreement for purposes of financing the Acquisition. The Term Loan Credit Agreement matures at the two-year anniversary of the funding of the term loans unless earlier terminated pursuant to the terms of the Term Loan Credit Agreement. On January 16, 2025, H&P completed the Acquisition, and the Company used the proceeds from the Term Loan Credit Agreement, together with the net proceeds from the Notes, and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag's outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination. During the fiscal year ended September 30, 2025, the Company repaid $200.0 million of the outstanding balance on the Term Loan Credit Agreement. As such, the outstanding balance as of September 30, 2025, was $200.0 million. In October 2025, we repaid $10.0 million, decreasing the outstanding balance on the Term Loan Credit Agreement to $190.0 million.
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 September 30, 2025, the spread over SOFR was 1.375 percent and commitment fees were 0.175 percent. As of September 30, 2025, the interest rate on the Term loan was 5.610 percent per annum. The weighted average variable interest rate on all amounts outstanding under the Term Loan was 5.750 percent for the year ended September 30, 2025.
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Bridge Loan Facility
In connection with, and concurrently with the entry into, the Purchase Agreement, the Company entered into a debt commitment letter dated July 25, 2024 with MSSF, pursuant to which MSSF committed, subject to satisfaction of standard conditions, to provide the Company with an unsecured 364 -day bridge loan facility in an aggregate principal amount of approximately $2.0 billion (the “Bridge Loan Facility”) the proceeds of which, if drawn, would have been used to fund the Acquisition. In connection with the Bridge Loan Facility, the Company incurred approximately $10.6 million in commitment fees during the fiscal year ended September 30, 2024. Due to the execution of the other financing arrangements discussed above, the commitments under the Bridge Loan Facility were reduced to $335.3 million as of September 30, 2024. As a result, we recognized approximately $9.2 million of commitment fees recorded within Interest expense on the Consolidated Statement of Operations during fiscal year 2024. As of September 30, 2024, approximately $1.4 million in commitment fees were deferred and included in Prepaid assets and other, net within the Consolidated Balance Sheet. On October 15, 2024, the remaining commitments under the Bridge Loan Facility were reduced such that there were no remaining commitments available, and the Bridge Loan Facility was automatically terminated in accordance with its terms. Upon termination of the facility, we recognized the remaining $1.4 million of commitment fees within Interest expense on the Consolidated Statement of Operations during the fiscal year ended September 30, 2025.
2024 Oman Facility
In connection with the completion of the Acquisition, KCA Deutag Energy LLC (“KCAD Energy”) became a wholly-owned subsidiary of the Company. On April 25, 2024, KCAD Energy entered into the 2024 Oman Facility, which is fully drawn.
The 2024 Oman Facility provides for term loan borrowings of $45.5 million. 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. On February 9, 2025, we received the final draw down of $1.4 million. During the fiscal year ended September 30, 2025, the Company repaid $2.6 million of the outstanding balance on the facility. Of the $43.1 million borrowings outstanding at September 30, 2025, a total of $3.4 million is payable within one year . These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2024 Oman Facility mature December 31, 2034.
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. The 2024 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
2023 Oman Facility
In connection with the completion of the Acquisition, KCAD Energy became a wholly-owned subsidiary of the Company. On June 19, 2023, KCAD Energy entered into the 2023 Oman Facility, which is fully drawn.
The 2023 Oman Facility provides for term loan borrowings of $45.6 million. 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 fiscal year ended September 30, 2025, the Company repaid $2.6 million of the outstanding balance on the facility. Of the $39.8 million borrowings outstanding at September 30, 2025, a total of $3.4 million is payable within one year . These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2023 Oman Facility mature December 31, 2033.
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. The 2023 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
Amended Credit Facility
On August 14, 2024, the Company entered into an Amended and Restated Credit Agreement (the "Amended Credit Facility") with the lenders party thereto (the "Revolving Credit Agreement Lenders"), the issuing lenders party thereto and Wells Fargo ("Wells Fargo") as administrative agent, swingline lender and issuing lender, which amended and restated the Credit Agreement, dated as of November 13, 2018 (as amended through Amendment No. 2 to the Credit Agreement dated as of March 8, 2022, the “Existing Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo, as administrative agent, swing line lender and issuing lender.
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Under the terms of the Amended Credit Facility, the Company may obtain unsecured revolving loans in an aggregate principal amount not to exceed $950.0 million outstanding at any time. $775.0 million of the revolving commitments under the Amended Credit Facility expire on November 12, 2028 and $175.0 million of the revolving commitments mature on November 10, 2027 (the “Stated Maturity Date”), but the Company may request two -year extensions of the Stated Maturity Date, subject to satisfaction of certain conditions. Commitments under the Amended Credit Facility may be increased by up to $100.0 million, subject to the agreement of the Company and new or existing Revolving Credit Agreement Lenders.
The proceeds of the loans made under the Amended Credit Facility may be used by the Company for (i) working capital and other general corporate purposes, (ii) for the payment of fees and expenses related to the entering into of the Amended Credit Facility and the other credit documents and (iii) for the refinancing of the extensions of credit under the Existing Credit Agreement.
The benchmark rate is the 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 0.875 percent to 1.500 percent per annum and zero to 0.50 percent per annum, respectively. 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 September 30, 2025, the spread over SOFR would have been 1.250 percent had borrowings been outstanding under the Amended Credit Facility and commitment fees would have been 0.150 percent. There is a financial covenant in the Amended Credit Facility that requires us to maintain a total funded debt to total capitalization ratio of less than or equal to 55.0 percent. The Amended Credit Facility contains additional terms, conditions, restrictions and covenants that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality, including a limitation that priority debt (as defined in the credit agreement) may not exceed 17.5 percent of the net worth of the Company. As of September 30, 2025, there were no borrowings or letters of credit outstanding, leaving $950.0 million available to borrow under the Amended Credit Facility.
As of September 30, 2025, we had $400.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds. Of the $400.0 million, $221.9 million was outstanding as of September 30, 2025.
NOTE 8 INCOME TAXES | ||||||||||||||
Income Tax Provision and Rate
The components of the provision for income taxes are as follows:
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| Foreign | |||||||||||||||||
| State | |||||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | ( | ( | ( | ||||||||||||||
| Foreign | ( | ( | ( | ||||||||||||||
| State | ( | ( | |||||||||||||||
| ( | ( | ( | |||||||||||||||
Total provision | $ | $ | $ | ||||||||||||||
2025 FORM 10-K | 94Table of Contents
The amounts of domestic and foreign income (loss) before income taxes are as follows:
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Domestic | $ | $ | $ | ||||||||||||||
| Foreign | ( | ||||||||||||||||
| $ | ( | $ | $ | ||||||||||||||
The reconciliation of our effective income tax rates to the U.S. Federal income tax rate is as follows:
| Year Ended September 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| U.S. Federal income tax rate | % | % | % | ||||||||||||||
| Effect of foreign taxes | ( | ||||||||||||||||
| State income taxes, net of federal tax benefit | ( | ||||||||||||||||
| Other impact of foreign operations | ( | ||||||||||||||||
| Non-deductible meals and entertainment | ( | ||||||||||||||||
| Equity compensation | ( | ( | ( | ||||||||||||||
| Excess officer's compensation | ( | ||||||||||||||||
Goodwill impairment | ( | ||||||||||||||||
| Other | |||||||||||||||||
| Effective income tax rate | ( | % | % | % | |||||||||||||
Deferred Taxes
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Recoverability of any tax assets are evaluated and necessary valuation allowances are provided. The carrying value of the net deferred tax assets is based on management’s judgments using certain estimates and assumptions that we will be able to generate sufficient future taxable income in certain tax jurisdictions to realize the benefits of such assets. If these estimates and related assumptions change in the future, additional valuation allowances may be recorded against the deferred tax assets resulting in additional income tax expense in the future.
The components of our net deferred tax liabilities are as follows:
| September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Property, plant and equipment | $ | $ | |||||||||
| Marketable securities | |||||||||||
Lease assets | |||||||||||
| Other | |||||||||||
| Total deferred tax liabilities | |||||||||||
| Deferred tax assets: | |||||||||||
| Pension reserves | |||||||||||
Marketable securities | |||||||||||
| Self-insurance reserves | |||||||||||
Net operating loss and other tax carryforwards | |||||||||||
Accrued liabilities | |||||||||||
Lease liability | |||||||||||
| Other | |||||||||||
| Total deferred tax assets | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Net deferred tax assets | |||||||||||
| Net deferred tax liabilities | $ | $ | |||||||||
The change in our net deferred tax assets and liabilities is impacted by foreign currency remeasurement.
2025 FORM 10-K | 95Table of Contents
As of September 30, 2025, we had state and foreign tax net operating loss carryforwards of approximately $18.7 million and $429.6 million, respectively, foreign interest expense carryforward of $194.4 million, and federal research and development tax credits of approximately $0.3 million, which will expire in fiscal 2026 through 2044 and some of which can be carried forward indefinitely. Certain of these carryforwards are subject to various rules which impose limitations on their utilization. The valuation allowance is primarily attributable to a foreign interest expense limitation carryforward of $194.4 million, unrecognized foreign deferred net tax assets of $129.6 million, foreign net operating loss carryforwards of $88.9 million and equity compensation of $5.7 million which more likely than not will not be recognized.
Unrecognized Tax Benefits
We recognize accrued interest related to unrecognized tax benefits in interest expense, and penalties in other expense in the Consolidated Statements of Operations. As of September 30, 2025, 2024 and 2023, we had accrued interest and penalties of $3.4 million, $0.6 million and $2.9 million, respectively. A reconciliation of the change in our gross unrecognized tax benefits are as follows:
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Unrecognized tax benefits at October 1, | $ | $ | $ | ||||||||||||||
| Gross decreases - current period effect of tax positions | ( | ( | ( | ||||||||||||||
Gross increases - current period effect of tax positions1 | |||||||||||||||||
| Expiration of statute of limitations for assessments | ( | ( | ( | ||||||||||||||
| Unrecognized tax benefits at September 30, | $ | $ | $ | ||||||||||||||
(1)Gross increases - current period effect of tax positions for the year ended September 30, 2025 are related to the acquisition of KCA Deutag.
As of September 30, 2025, we have recorded approximately $23.9 million of unrecognized tax benefits, interest, and penalties. We believe approximately $6.9 million of the unrecognized tax benefits, interest, and penalties will be recognized as of December 31, 2025, as the result of payment of an assessed amount. We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S. and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months.
Tax Returns
We file a consolidated U.S. federal income tax return, as well as income tax returns in various states and foreign jurisdictions. The tax years that remain open to examination by U.S. federal and state jurisdictions include fiscal years 2020 through 2024 with exception of certain state jurisdictions currently under audit. The tax years remaining open to examination by foreign jurisdictions include 2014 through 2024.
NOTE 9 SHAREHOLDERS’ EQUITY | ||||||||||||||
The Company has an evergreen authorization from the Board of Directors for the repurchase of up to four million common shares in any calendar year. The repurchases may be made using our cash and cash equivalents or other available sources and are held as treasury shares on our Consolidated Balance Sheets. We did not make any share repurchases during the fiscal year ended September 30, 2025. During the fiscal years ended September 30, 2024 and 2023, we repurchased 1.4 million and 6.5 million common shares at an aggregate cost of $51.6 million and $249.0 million, including excise tax of $0.3 million and $1.8 million, respectively.
A cash dividend of $0.25 per share was declared on September 9, 2025 for shareholders of record on November 18, 2025, payable on December 2, 2025. As a result, we recorded a Dividend Payable of $25.2 million on our Consolidated Balance Sheets as of September 30, 2025.
2025 FORM 10-K | 96Table of Contents
Accumulated Other Comprehensive Income (Loss)
| September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Pre-tax amounts: | |||||||||||||||||
Unrealized pension actuarial gain (loss) on defined benefit pension plans | $ | $ | ( | $ | ( | ||||||||||||
Unrealized gain (loss) on available-for-sale debt security | ( | ||||||||||||||||
| Unrealized gain on foreign currency translation adjustment | |||||||||||||||||
| $ | $ | ( | $ | ( | |||||||||||||
| After-tax amounts: | |||||||||||||||||
Unrealized pension actuarial gain (loss) on defined benefit pension plans | $ | $ | ( | $ | ( | ||||||||||||
Unrealized gain (loss) on available-for-sale debt security | ( | ||||||||||||||||
| Unrealized gain on foreign currency translation adjustment | |||||||||||||||||
| $ | $ | ( | $ | ( | |||||||||||||
Investments classified as available-for-sale debt securities are reported at fair value with unrealized gains and losses excluded from net income and reported in other comprehensive income (loss).
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, for the fiscal year ended September 30, 2025:
| (in thousands) | Unrealized Loss on Available-for-Sale Securities | Defined Benefit Pension Plan | Foreign Currency Translation Adjustment | Total | |||||||||||||||||||
| Balance at September 30, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Activity during the period | |||||||||||||||||||||||
Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
Net current-period other comprehensive income | |||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
NOTE 10 REVENUE FROM CONTRACTS WITH CUSTOMERS | ||||||||||||||
Drilling Services Revenue
The majority of our drilling services are performed on a “daywork” contract basis, under which we charge a rate per day, with the price determined by the location, depth and complexity of the well to be drilled, operating conditions, the duration of the contract, and the competitive forces of the market. These drilling services, including our technology solutions, represent a series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period and our efforts in providing drilling services are incurred relatively evenly over the period of performance, revenue is recognized over time using a time-based input measure as we provide services to the customer. For any contracts that include a provision for pooled term days at contract inception, followed by the assignment of days to specific rigs throughout the contract term, we have elected, as a practical expedient, to recognize revenue in the amount for which the entity has a right to invoice, as permitted by ASC 606.
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. The variable consideration that we expect to receive is estimated at the most likely amount, and constrained to an amount such that it is probable a significant reversal of revenue previously recognized will not occur based on the performance targets. Total revenue recognized from performance contracts, including performance bonuses, was $1.2 65.5 million, $56.6 million and $47.3 million was related to performance bonuses recognized due to the achievement of performance targets during the fiscal years ended September 30, 2025, 2024 and 2023, respectively.
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Contracts generally contain renewal or extension provisions exercisable at the option of the customer at prices mutually agreeable to us and the customer. For contracts that are terminated by customers prior to the expirations of their fixed terms, contractual provisions customarily require early termination amounts to be paid to us. Revenues from early terminated contracts are recognized when all contractual requirements have been met. During the fiscal years ended September 30, 2025, 2024 and 2023, early termination revenue associated with term contracts was $2.3 million, $13.4 million and $2.3 million, respectively.
We also act as a principal for certain reimbursable services and auxiliary equipment provided by us to our clients, primarily related to rig move trucking services, for which we incur costs and earn revenues. Many of these costs are variable, or dependent upon the activity that is performed each day under the related contract. Accordingly, reimbursements that we receive for out-of-pocket expenses are recorded as revenues and the out-of-pocket expenses for which they relate are recorded as operating costs during the period to which they relate within the series of distinct time increments. All of our revenues are recognized net of sales taxes, when applicable.
With most drilling contracts, we also receive payments contractually designated for the mobilization and demobilization of drilling rigs and other equipment to and from the client’s drill site. Revenue associated with the mobilization and demobilization of our drilling rigs to and from the client’s drill site do not relate to a distinct good or service. These revenues are deferred and recognized ratably over the related contract term that drilling services are provided.
Demobilization fees expected to be received upon contract completion are estimated at contract inception and recognized on a straight-line basis over the contract term. The amount of demobilization revenue that we ultimately collect is dependent upon the specific contractual terms, most of which include provisions for reduced or no payment for demobilization when, among other things, the contract is renewed or extended with the same client, or when the rig is subsequently contracted with another client prior to the termination of the current contract. Since revenues associated with demobilization activity are typically variable, at each period end, they are 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. Any change in the expected amount of demobilization revenue is accounted for with the net cumulative impact of the change in estimate recognized in the period during which the revenue estimate is revised.
Contract Costs
Mobilization costs include certain direct costs incurred for mobilization of contracted rigs. These costs relate directly to a contract, enhance resources that will be used in satisfying the future performance obligations, and are expected to be recovered. These costs are capitalized when incurred and recorded as current or noncurrent contract fulfillment cost assets (depending on the length of the initial contract term), and are amortized on a systematic basis consistent with the pattern of the transfer of the goods or services to which the asset relates, which typically includes the initial term of the related drilling contract or a period longer than the initial contract term if management anticipates a customer will renew or extend a contract, which we expect to benefit from the cost of mobilizing the rig. Abnormal mobilization costs are fulfillment costs that are incurred from excessive resources, wasted or spoiled materials, and unproductive labor costs that are not otherwise anticipated in the contract price and are expensed as incurred. As of September 30, 2025 and 2024, we capitalized fulfillment costs of $34.8 million and $19.2 million respectively, which is included within Prepaid expenses and Other noncurrent assets on our Consolidated Balance Sheets.
If capital modification costs are incurred for rig modifications or if upgrades are required for a contract, these costs are considered to be capital improvements. These costs are capitalized as property, plant and equipment and depreciated over the estimated useful life of the improvement.
Remaining Performance Obligations
The total aggregate transaction price allocated to the unsatisfied performance obligations related to firm contracts, commonly referred to as backlog, as of September 30, 2025 was approximately $4.8 billion, of which $1.5 billion is expected to be recognized during fiscal year 2026, $0.7 billion in fiscal year 2027, and $2.6 billion in fiscal year 2028 and thereafter. The firm backlog figure includes $3.6 billion attributed to our recently acquired subsidiary, KCA Deutag. The firm backlog amounts do not include anticipated contract renewals or expected performance bonuses as part of its calculation. Additionally, contracts that currently contain month-to-month terms are represented in our backlog as one month of unsatisfied performance obligations. Our contracts are subject to cancellation or modification at the election of the customer. Although we have not been materially adversely affected by contract cancellations or modifications in the past due to the level of capital deployed by our customers on underlying projects, the early termination of a contract or suspension of operations may result in a rig being idle for an extended period of time, could adversely affect our financial condition, results of operations and cash flows. The agreements within our recently acquired subsidiary, KCA Deutag, contain provisions for optional early termination or suspension without any associated early termination fee and could cause the actual amount of revenue earned to significantly vary from the backlog reported.
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Contract Assets and Liabilities
Amounts owed from our customers under our revenue contracts are typically billed on a monthly basis as the service is being provided and are due within 30 days of billing. Such amounts are classified as accounts receivable on our Consolidated Balance Sheets. Under certain of our contracts, we recognize revenues in excess of billings, referred to as contract assets, within Prepaid expenses and Other current assets within our Consolidated Balance Sheets.
In some instances, we may be entitled to receive payments in advance of satisfying our performance obligations under the contract. We recognize a liability for these payments in excess of revenue recognized, referred to as deferred revenue or contract liabilities, within Accrued liabilities and Other noncurrent liabilities in our Consolidated Balance Sheets. Contract balances are presented at the net amount at a contract level.
The following table summarizes the balances of our contract assets (net of allowance for estimated credit losses) and liabilities at the dates indicated:
| (in thousands) | September 30, 2025 | September 30, 2024 | |||||||||
| Contract assets, net | $ | $ | |||||||||
| (in thousands) | |||||
| Contract liabilities balance at September 30, 2023 | $ | ||||
| Payment received/accrued and deferred | |||||
| Revenue recognized during the period | ( | ||||
| Contract liabilities balance at September 30, 2024 | |||||
Acquisition of KCA Deutag1 | |||||
| Payment received/accrued and deferred | |||||
| Revenue recognized during the period | ( | ||||
| Contract liabilities balance at September 30, 2025 | $ | ||||
(1)Contract liabilities acquired in the KCA Deutag Acquisition were measured at fair value at the Acquisition Date. Refer to Note 3—Business Combination for additional information regarding the Acquisition.
NOTE 11 STOCK-BASED COMPENSATION | ||||||||||||||
The Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) approved by our stockholders is a stock and cash-based incentive plan that, among other things, authorizes the Board or Human Resources Committee of the Board to grant executive officers, employees and non-employee directors stock options, stock appreciation rights, restricted shares and restricted share units (including performance share units), share bonuses, other share-based awards and cash awards. Restricted stock may be granted for no consideration other than prior and future services. The purchase price per share for stock options may not be less than market price of the underlying stock on the date of grant. Stock options expire ten years after the grant date. The 2024 Plan governs all of our stock-based awards granted on or after February 27, 2024. Awards outstanding under the Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan, the Helmerich & Payne, Inc. 2016 Omnibus Incentive Plan and the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the "2020 Plan") remain subject to the terms and conditions of those plans. Beginning with fiscal year 2019, we replaced stock options with performance share units as a component of our executives' long-term equity incentive compensation. As a result, no 1.5 million outstanding exercisable stock options with a weighted-average exercise price of $62.40 .
During the fiscal year ended September 30, 2025, 881,809 shares of restricted stock awards and 254,655 performance share units were granted under the 2024 Plan.
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A summary of compensation cost for stock-based payment arrangements recognized in Drilling services operating expense, Research and development expense, Selling, general and administrative expense, and Restructuring charges on our Consolidated Statements of Operations is as follows:
| September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| Drilling services operating | $ | $ | $ | ||||||||||||||
| Research and development | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
Restructuring charges | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
During the fiscal years ended September 30, 2025 and 2024, we recognized income tax benefits related to stock-based compensation expense of $7.1 7.4 million during the fiscal year ended September 30, 2023.
Restricted Stock
Restricted stock awards consist of our common stock. Awards granted after September 30, 2020 are time vested over three years . Non-forfeitable dividends are paid on non-vested shares of restricted stock. We recognize compensation expense on a straight-line basis over the vesting period. The fair value of restricted stock awards is determined based on the closing price of our shares on the grant date. As of September 30, 2025, there was $29.7 million of total unrecognized compensation cost related to unvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 1.9 years.
A summary of the status of our restricted stock awards as of September 30, 2025, and of changes in restricted stock outstanding during the fiscal years ended September 30, 2025, 2024 and 2023, is as follows:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (shares in thousands) | Shares1 | Weighted-Average Grant Date Fair Value per Share | Shares1 | Weighted-Average Grant Date Fair Value per Share | Shares1 | Weighted-Average Grant Date Fair Value per Share | |||||||||||||||||||||||||||||
| Non-vested restricted stock outstanding as of the beginning of period | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
Vested2 | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Non-vested restricted stock outstanding at September 30, | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1)Restricted stock shares include restricted phantom stock units under our Director Deferred Compensation Plan. These phantom stock units confer the economic benefits of owning company stock without the actual ownership, transfer or issuance of any shares. Phantom stock units are subject to a vesting period of one year from the grant date. During the fiscal years ended September 30, 2025, 2024, and 2023, 21,531 , 18,700 , and 12,591 restricted phantom stock units were granted, respectively, and 18,700 , 12,591 and 14,199 restricted phantom stock units vested, respectively.
(2)The number of restricted stock awards vested includes shares that we withheld on behalf of our employees to satisfy the statutory tax withholding requirements.
Performance Units
We have made awards to certain employees that are subject to market-based performance conditions ("performance units"). Subject to the terms and conditions set forth in the applicable performance share unit award agreements and the 2024 Plan, grants of performance units are subject to a vesting period of three years (the “Vesting Period”) that is dependent on the achievement of certain performance goals. Such performance unit grants consist of two separate components. Performance units that comprise the first component are subject to a three-year performance cycle. Performance units that comprise the second component are further divided into three separate tranches, each of which is subject to a separate one-year performance cycle within the full three-year performance cycle. The vesting of the performance units is generally dependent on (i) the achievement of the Company’s total shareholder return (“TSR”) performance goals relative to the TSR achievement of a peer group of companies (the “Peer Group”) over the applicable performance cycle, and (ii) the continued employment of the recipient of the performance unit award throughout the Vesting Period and (iii) for performance units granted beginning in December 2022, the application of the ROIC Modifier (as defined herein). The Vesting Period for performance units granted in November 2020 ended on December 31, 2023 and the performance units eligible to vest were settled in shares of common stock in January 2024.
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Additional performance units are credited based on the amount of cash dividends on our common stock divided by the market value of our common stock on the date such dividend is paid. Such dividend equivalents are subject to the same terms and conditions as the underlying performance units and are settled or forfeited in the same manner and at the same time as the performance units to which they were credited. The vesting of units ranges from zero to 200 percent of the units granted depending on the Company’s TSR relative to the TSR of the Peer Group on the vesting date. Based on the Company's return on invested capital ("ROIC") performance over a full three-year performance cycle, the Human Resources Committee may increase or decrease by 25 percent the number of performance units that otherwise would be paid out solely based on the achievement of relative TSR performance over a full three-year performance cycle (the "ROIC Modifier").
The grant date fair value of performance units was determined through use of the Monte Carlo simulation method. The Monte Carlo simulation method requires the use of highly subjective assumptions. Our key assumptions in the method include the price and the expected volatility of our stock and our self-determined Peer Group companies' stock, risk free rate of return and cross-correlations between the Company and our Peer Group companies. The valuation model assumes dividends are immediately reinvested. As of September 30, 2025, there was $10.6 million of unrecognized compensation cost related to unvested performance units. That cost is expected to be recognized over a weighted-average period of 1.9 years.
A summary of the status of our performance units and changes in non-vested performance units outstanding is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Shares | Weighted-Average Grant Date Fair Value per Share | Shares | Weighted-Average Grant Date Fair Value per Share | Shares | Weighted-Average Grant Date Fair Value per Share | |||||||||||||||||||||||||||||
| Non-vested performance units outstanding as of the beginning of period | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
Vested 1 | ( | ( | ( | ||||||||||||||||||||||||||||||||
Dividend equivalent rights credited and performance factor adjustment2 | ( | ||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||||||||||||||
Non-vested performance units outstanding September 30,3 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(1)The number of performance units vested includes units that we withheld on behalf of our employees to satisfy the statutory tax withholding requirements.
(2)At the end of the Vesting Period, recipients receive dividend equivalents, if any, with respect to the number of vested performance units. The vesting of units ranges from zero to 200 percent of the units granted depending on the Company's TSR relative to the TSR of the Peer Group on the vesting date.
The weighted-average fair value calculations for performance units granted within the fiscal period are based on the following weighted-average assumptions set forth in the table below.
| 2025 | 2024 | 2023 | |||||||||||||||
Risk-free interest rate1 | % | % | % | ||||||||||||||
Expected stock volatility2 | % | % | % | ||||||||||||||
| Expected term (in years) | |||||||||||||||||
(1)The risk-free interest rate is based on U.S. Treasury securities for the expected term of the performance units.
(2)Expected volatilities are based on the daily closing price of our stock based upon historical experience over a period which approximates the expected term of the performance units.
NOTE 12 EARNINGS (LOSS) PER COMMON SHARE | ||||||||||||||
ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings per share. We have granted and expect to continue to grant to employees restricted stock grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities under ASC 260. As such, we are required to include these grants in the calculation of our basic earnings per share and calculate basic earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.
2025 FORM 10-K | 101Table of Contents
Basic earnings per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented.
Diluted earnings per share is computed using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing the two-class method for stock options, non-vested restricted stock and performance units.
Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock grants that receive dividends, which are considered participating securities.
The following table sets forth the computation of basic and diluted earnings per share:
| September 30, | |||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2023 | ||||||||||||||
| Numerator: | |||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | ( | $ | $ | |||||||||||||
Adjustment for basic (loss) earnings per share: | |||||||||||||||||
| Earnings allocated to unvested shareholders | ( | ( | ( | ||||||||||||||
Numerator for basic earnings (loss) per share | ( | ||||||||||||||||
Adjustment for diluted earnings (loss) per share: | |||||||||||||||||
| Effect of reallocating undistributed earnings of unvested shareholders | |||||||||||||||||
Numerator for diluted earnings (loss) per share | $ | ( | $ | $ | |||||||||||||
| Denominator: | |||||||||||||||||
Denominator for basic earnings (loss) per share - weighted-average shares | |||||||||||||||||
| Effect of dilutive shares from restricted stock and performance share units | |||||||||||||||||
Denominator for diluted earnings (loss) per share - adjusted weighted-average shares | |||||||||||||||||
| Basic earnings (loss) per common share | $ | ( | $ | $ | |||||||||||||
| Diluted earnings (loss) per common share | $ | ( | $ | $ | |||||||||||||
We had a net loss for the fiscal year ended September 30, 2025. Accordingly, our diluted loss per share calculation was equivalent to our basic loss per share calculation since diluted loss per share excluded any assumed exercise of equity awards. These were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable period.
The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:
| (in thousands, except per share amounts) | 2025 | 2024 | 2023 | ||||||||||||||
| Potentially dilutive shares excluded as anti-dilutive | |||||||||||||||||
| Weighted-average price per share | $ | $ | $ | ||||||||||||||
NOTE 13 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS | ||||||||||||||
We have certain assets and liabilities that are required to be measured and disclosed at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use the following fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs:
•Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
•Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
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•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Refer to Note 14—Employee Benefit Plans for details on the fair value hierarchy of our pension plan assets.
Fair Value Measurements
The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below.
September 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Corporate debt securities | $ | $ | $ | $ | |||||||||||||||||||
| Total | |||||||||||||||||||||||
| Long-term investments: | |||||||||||||||||||||||
| Recurring fair value measurements: | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Non-qualified supplemental savings plan | |||||||||||||||||||||||
| Investment in Tamboran | |||||||||||||||||||||||
Other equity securities | |||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Investment in Galileo, net | |||||||||||||||||||||||
Geothermal debt securities, net | |||||||||||||||||||||||
Other debt securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2025, our short-term security investments in held to maturity bonds totaled $0.2 million. These investments are measured at cost, less any impairments.
As of September 30, 2025, our equity security investments in geothermal energy and other equity security investments were $14.1 million and $6.7 million, respectively. These investments are measured at cost, less any impairments.
September 30, 2024 | |||||||||||||||||||||||
| (in thousands) | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Corporate debt securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. government and federal agency securities | |||||||||||||||||||||||
| Investment in ADNOC Drilling | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Long-term investments: | |||||||||||||||||||||||
| Recurring fair value measurements: | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Non-qualified supplemental savings plan | |||||||||||||||||||||||
| Investment in Tamboran | |||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Investment in Galileo | |||||||||||||||||||||||
Geothermal debt securities, net | |||||||||||||||||||||||
| Other debt securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
2025 FORM 10-K | 103Table of Contents
As of September 30, 2024, our equity security investments in geothermal energy were $25.8 million, of which $0.1 million was measured at fair value as of September 30, 2024. The remaining $25.7 million is measured at cost, less any impairments. Our other equity security investments totaled $4.3 million and our debt security investments in held to maturity bonds totaled $0.3 million. These investments are measured at cost, less any impairment.
Recurring Fair Value Measurements
Short-term Investments
Short-term investments primarily include securities classified as trading securities. Both realized and unrealized gains and losses on trading securities are included in Other income (expense) in the Consolidated Statements of Operations. These securities are recorded at fair value. Level 1 inputs include U.S. agency issued debt securities with active markets and money market funds. For these items, quoted current market prices are readily available. Level 2 inputs include corporate bonds measured using broker quotations that utilize observable market inputs.
During September 2021, the Company made a $100.0 million cornerstone investment in ADNOC Drilling in advance of its announced initial public offering, representing 159.7 million shares of ADNOC Drilling, equivalent to a one percent ownership stake and subject to a three-year lockup period. ADNOC Drilling’s initial public offering was completed on October 3, 2021, and its shares are listed and traded on the Abu Dhabi Securities Exchange. During September 2024, the three-year lockup period expired and the balance was reclassified to Short-term investments on our Consolidated Balance Sheets.
During the fiscal year ended September 30, 2025, we sold our equity securities of 159.7 million shares in ADNOC Drilling and received net proceeds of approximately $193.3 million. During the fiscal year ended September 30, 2025, we recognized a loss of $12.4 million on our Consolidated Statements of Operations, related to this investment, of which $8.4 million is associated with the change in fair value of the investment and $4.0 million relates to transaction fee associated with the sale of the securities. During the fiscal year ended September 30, 2024 and 2023, we recognized a gain of $30.9 million and $27.4 million, respectively, as a result of the change in fair value of the investment. This investment was classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange, and was measured at fair value with any gains recorded within Gain (loss) on investment securities on our Consolidated Statement of Operations.
Long-term Investments
Equity Securities Our long-term investments include debt and equity securities and assets held in a Non-Qualified Supplemental Savings Plan ("Savings Plan") and are recorded within Investments on our Consolidated Balance Sheets. Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs.
Equity Securities with Fair Value Option In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources. In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp. in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the NYSE or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp. Our shares received in this initial public offering were subject to a 180-day lockup period, which expired during the first fiscal quarter of 2025.
As of September 30, 2025, our combined equity ownership was approximately 6.1 percent representing 1.0 million common shares in Tamboran Corp. During the fiscal year ended September 30, 2025, our representation on the investee’s board of directors ceased. As a result, we determined that we no longer have the ability to exert significant influence over the investee. We consider this investment to have a readily determinable fair value and have elected to continue to account for this investment using the fair value option with any changes in fair value recognized through net income. Under the guidance, Topic 820, Fair Value Measurement, this investment is classified as a Level 1 investment based on the quoted stock price which is publicly available. Our investment is classified as a long-term equity investment within Investments on our Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Gain (loss) on investment securities on our Consolidated Statements of Operations. During the years ended September 30, 2025, 2024, and 2023 we recognized gains (loss) of $5.0 million, $1.6 million and $(4.2 ) million, respectively, recorded within Gain (loss) on investment securities on our Consolidated Statements of Operations, as a result of the change in fair value of the investment.
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Debt Securities During April 2022, the Company made a $33.0 million cornerstone investment in Galileo Holdco 2 Limited Technologies ("Galileo Holdco 2"), part of the group of companies known as Galileo Technologies (“Galileo”) in the form of notes with an option to convert into common shares of the parent of Galileo Holdco 2. The convertible note bears interest at 5.0 percent per annum with a maturity date of the earlier of April 2027 or an exit event (as defined in the agreement as either an initial public offering or a sale of Galileo). During the fiscal year ended September 30, 2023, our convertible note agreement was amended to include any interest which has accrued but not yet compounded or issued as a note. As a result, we include accrued interest in our total investment balance.
During the fiscal year ended September 30, 2025, our convertible note agreement was amended to extend the maturity date to the earlier of December 2027 or an exit event. The convertible note will continue to bear interest through the extended maturity date. Additionally, during the fiscal year ended September 30, 2025, we recorded a $29.6 million loss on our investment in Galileo, due to an allowance for credit loss on the convertible note, driven by heightened liquidity constraints and changes in governance, which led management to conclude that the fair value of the investment was not recoverable. As a result, the investment was fully reserved as of September 30, 2025. The loss was recognized through net income and recorded within Gain (loss) on investment securities on our Consolidated Statements of Operations.
During the year ended September 30, 2024, we recorded an allowance for credit loss of $10.2 million, as a result of the change in fair value of the investment due to credit related factors. The loss was recognized through net income and recorded within Gain on investment securities on our Consolidated Statements of Operations.
The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at September 30, 2024:
Fair Value (in thousands) | Valuation Technique | Unobservable Inputs | |||||||||||||||
| $ | Black-Scholes-Merton model | Discount rate | % | ||||||||||||||
| Risk-free rate | % | ||||||||||||||||
| Equity volatility | % | ||||||||||||||||
A majority of our long-term debt securities, including our investment in Galileo, are classified as available-for-sale and are measured using Level 3 unobservable inputs based on the absence of market activity. The following table reconciles changes in the fair value of our Level 3 assets for the periods presented below:
| Year Ended September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Assets at beginning of period | $ | $ | |||||||||
| Purchases | |||||||||||
| Accrued interest | |||||||||||
| Total gains or (losses): | |||||||||||
| Included in earnings | ( | ( | |||||||||
Included in other comprehensive income (loss) | |||||||||||
| Assets at end of period | $ | $ | |||||||||
Nonrecurring Fair Value Measurements
We have certain assets that are subject to measurement at fair value on a nonrecurring basis. For these nonfinancial assets, measurement at fair value in periods subsequent to their initial recognition is applicable if they are determined to be impaired. These assets generally include property, plant and equipment, goodwill, intangible assets, and operating lease right-of-use assets. If measured at fair value in the Consolidated Balance Sheets, these would generally be classified within Level 2 or 3 of the fair value hierarchy. Further details on any changes in valuation of these assets is provided in their respective footnotes.
Equity Securities
We also hold various other equity securities without readily determinable fair values, primarily comprised of geothermal investments. These equity securities are initially measured at cost, less any impairments, and will be marked to fair value once observable changes in identical or similar investments from the same issuer occur. All of our long-term equity securities are measured using Level 3 unobservable inputs based on the absence of market activity.
2025 FORM 10-K | 105Table of Contents
The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been marked to fair value on a nonrecurring basis, for the periods presented below:
| Year Ended September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Assets at beginning of period | $ | $ | |||||||||
| Purchases | |||||||||||
Disposals1 | ( | ( | |||||||||
| Transfer in | |||||||||||
Total gains or (losses): | |||||||||||
Included in earnings2 | ( | ||||||||||
| Assets at end of period | $ | $ | |||||||||
(1)During the fiscal year ended September 30, 2025, we liquidated one of our geothermal equity investments for $27.1 million.
Other Financial Instruments
The carrying amount of cash and cash equivalents and restricted cash approximates fair value due to the short-term nature of these items. The majority of cash equivalents are invested in highly liquid money-market mutual funds invested primarily in direct or indirect obligations of the U.S. Government and in federally insured deposit accounts. The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at September 30, 2025 and 2024.
The fair values of the long-term fixed-rate debt are based on broker quotes at September 30, 2025 and 2024. The unsecured senior notes are unsecured term loan agreement are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.
The following information presents the supplemental fair value information for our long-term fixed-rate debt at September 30, 2025 and 2024:
Carrying Value at September 30, 2025 | Fair Value at September 30, 2025 Using Inputs Considered as: | ||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Unsecured senior notes: | |||||||||||||||||||||||
| 2027 Notes | $ | $ | $ | $ | |||||||||||||||||||
| 2029 Notes | |||||||||||||||||||||||
| 2031 Notes | |||||||||||||||||||||||
| 2034 Notes | |||||||||||||||||||||||
| Unsecured term loan credit agreement: | |||||||||||||||||||||||
| 2027 Term Loan | |||||||||||||||||||||||
| Secured term loan credit agreements: | |||||||||||||||||||||||
2023 Oman Facility1 | |||||||||||||||||||||||
2024 Oman Facility1 | |||||||||||||||||||||||
Total long-term debt, net of current portion | $ | $ | $ | $ | |||||||||||||||||||
(1)The secured term credit agreements are classified as nonpublic debt, meaning their value was directly negotiated between the involved parties and is not observable in the market. As a result, they are categorized as Level 3. Since this debt is nonpublic, the carrying value and the fair value of the loans are identical.
2025 FORM 10-K | 106Table of Contents
Carrying Value at September 30, 2024 | Fair Value at September 30, 2024 Using Inputs Considered as: | ||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Unsecured senior notes: | |||||||||||||||||||||||
2027 Notes | $ | $ | $ | $ | |||||||||||||||||||
| 2029 Notes | |||||||||||||||||||||||
2031 Notes | |||||||||||||||||||||||
2034 Notes | |||||||||||||||||||||||
Total long-term debt | $ | $ | $ | $ | |||||||||||||||||||
NOTE 14 EMPLOYEE BENEFIT PLANS | ||||||||||||||
U.S. Pension Plan
We maintain a domestic noncontributory defined benefit pension plan covering certain U.S. employees who meet certain age and service requirements. In July 2003, we revised the Helmerich & Payne, Inc. Employee Retirement Plan (“U.S. Plan”) to close the plan to new participants effective October 1, 2003, and to reduce benefit accruals for existing participants through September 30, 2006. On that date, all benefit accruals were discontinued and the plan was frozen.
The following table provides a reconciliation of the changes in the pension benefit obligations and fair value of the U.S. Plan assets over the two-year period ended September 30, 2025 and a statement of the funded status as of September 30, 2025 and 2024:
| September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Accumulated benefit obligation | $ | $ | |||||||||
| Changes in projected benefit obligations: | |||||||||||
| Projected benefit obligation at beginning of year | $ | $ | |||||||||
Actuarial loss (gain) | ( | ||||||||||
| Benefits paid | ( | ( | |||||||||
| Projected benefit obligation at end of year | $ | $ | |||||||||
| Change in plan assets: | |||||||||||
| Fair value of plan assets at beginning of year | $ | $ | |||||||||
| Actual return on plan assets | |||||||||||
| Employer contribution | |||||||||||
| Benefits paid | ( | ( | |||||||||
| Fair value of plan assets at end of year | $ | $ | |||||||||
| Funded status of the plan at end of year | $ | ( | $ | ( | |||||||
Fluctuations in actuarial gains and losses during the period are primarily due to changes in the discount rate and investment returns. The mortality table issued by the Society of Actuaries in October 2021 was used for the September 30, 2025 pension calculation. The U.S. Plan's net pension liability at September 30, 2025 and 2024 was $1.6 million and $3.6 million, respectively. These liabilities are recorded within Retirement benefit obligation in our Consolidated Balance Sheets.
The U.S. Plan's net actuarial loss recognized in Accumulated other comprehensive income (loss) at September 30, 2025 and 2024, and not yet reflected in net periodic benefit cost, was $4.7 million and $7.6 million, respectively. Unrecognized actuarial gains/losses outside of a corridor of the greater of: 1) 10 percent of the Projected Benefit Obligation, or 2) the fair value of assets, are amortized into expense for the year on a straight-line basis over the average remaining service years of participants. Amortization is not carried from year-to-year as the calculation resets each year.
2025 FORM 10-K | 107Table of Contents
The following weighted average assumptions were used in the U.S. Plan's calculation:
| September 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Discount rate for net periodic benefit costs | % | % | % | ||||||||||||||
| Discount rate for year-end obligations | % | % | % | ||||||||||||||
| Expected return on plan assets | % | % | % | ||||||||||||||
We did not make any voluntary contributions to the U.S. Plan in fiscal year 2025; however, we made voluntary contributions of $6.0 million and $5.0 million in fiscal years 2024 and 2023, respectively. In fiscal year 2026, we do not expect minimum contributions required by law to be needed. However, we may make contributions in fiscal year 2026 if needed to fund unexpected distributions in lieu of liquidating pension assets.
Components of the net periodic pension expense were as follows:
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Interest cost | $ | $ | $ | ||||||||||||||
Expected return on plan assets1 | ( | ( | ( | ||||||||||||||
| Recognized net actuarial loss | |||||||||||||||||
| Settlement expense | |||||||||||||||||
| Net pension expense | $ | $ | $ | ||||||||||||||
(1)The Company uses the fair value of plan assets in determining the expected return on plan assets.
The following table reflects the expected benefits to be paid from the U.S. Plan in each of the next five fiscal years, and in the aggregate for the five years thereafter (in thousands):
| Year Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031-2035 | Total | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Our investment policy and strategies are established with a long-term view in mind. The investment strategy is intended to help pay the cost of the U.S Plan while providing adequate security to meet the benefits promised under the U.S. Plan. We maintain a diversified asset mix to minimize the risk of a material loss to the portfolio value that might occur from devaluation of any single investment. In determining the appropriate asset mix, our financial strength and ability to fund potential shortfalls are considered. Pension Plan assets are invested in portfolios of diversified public-market equity securities and fixed income securities. The U.S. Plan does not directly hold securities of the Company.
The expected long-term rate of return on U.S. Plan assets is based on historical and projected rates of return for current and planned asset classes in the U.S. Plan’s investment portfolio after analyzing historical experience and future expectations of the return and volatility of various asset classes.
During the 2021 fiscal year, for our U.S. Plan, we implemented a glide-path strategy with a goal to reduce risk as certain funded levels are achieved and began aligning our fixed income exposure with our pension liabilities. The target allocation for fiscal year 2026 and the asset allocation at the end of fiscal years 2025 and 2024, by asset category, are as follows:
| Target Allocation | September 30, | ||||||||||||||||
| Asset Category | 2026 | 2025 | 2024 | ||||||||||||||
| U.S. equities | % | % | % | ||||||||||||||
| International equities | |||||||||||||||||
| Fixed income | |||||||||||||||||
| Total | % | % | % | ||||||||||||||
2025 FORM 10-K | 108Table of Contents
The fair value of U.S. Pension Plan's assets at September 30, 2025 and 2024, summarized by level within the fair value hierarchy described in Note 13—Fair Value Measurement of Financial Instruments, are as follows:
| September 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Short-term investments | $ | $ | $ | $ | |||||||||||||||||||
| Mutual funds: | |||||||||||||||||||||||
| Domestic stock funds | |||||||||||||||||||||||
| Bond funds | |||||||||||||||||||||||
| International stock funds | |||||||||||||||||||||||
| Total mutual funds | |||||||||||||||||||||||
| Oil and gas properties | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||
| (in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Short-term investments | $ | $ | $ | $ | |||||||||||||||||||
| Mutual funds: | |||||||||||||||||||||||
| Domestic stock funds | |||||||||||||||||||||||
| Bond funds | |||||||||||||||||||||||
| International stock funds | |||||||||||||||||||||||
| Total mutual funds | |||||||||||||||||||||||
| Oil and gas properties | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2025 and 2024, the assets utilizing Level 3 inputs consist of oil and gas properties. The fair value of oil and gas properties is determined by Wells Fargo Bank, N.A., based upon actual revenue received for the previous twelve-month period and experience with similar assets.
Non-U.S. Pension Plans
As a result of the Acquisition, we now maintain four pension plans in Germany (the "German Plans") and two pension plans in the UK (the "UK Plans") (collectively, the "Non-U.S. Plans"). The German Plans are unfunded, consistent with local business practices, whereas the UK Plans are funded through trustee-administered trusts. The Non-U.S. Plans are closed to new entrants, but existing members continue to accrue based on years of service and final salary. These plans had a net pension liability of $99.3 million ($132.5 million in obligations and $33.2 million in plan assets) recorded in Retirement benefit obligations within Noncurrent liabilities, on the opening balance sheet presented in Note 3—Business Combination as of the Acquisition Date. The Non-U.S. Plans had a net pension liability of $99.5 million ($134.6 million in obligations and $35.1 million in plan assets) presented in Retirement benefit obligations within Noncurrent liabilities on the Consolidated Balance Sheet as of September 30, 2025. Changes in the funded status are recognized in our Consolidated Statements of Comprehensive Income (Loss) in the period in which they occur.
The Company recognizes the unfunded status of its German Plans, based on the projected benefit obligation, as retirement benefit obligations.
2025 FORM 10-K | 109Table of Contents
The following table provides a reconciliation of the changes in the pension benefit obligations and fair value of the Non-U.S. Plans' assets over the year ended September 30, 2025 and a statement of the funded status as of September 30, 2025:
| (in thousands) | September 30, 20251 | ||||
| Accumulated benefit obligation | $ | 134,585 | |||
| Changes in projected benefit obligations: | |||||
| Projected benefit obligation at beginning of year | $ | ||||
Acquisition of KCA Deutag | |||||
Service cost | |||||
Actuarial gain | ( | ||||
| Benefits paid | ( | ||||
| Projected benefit obligation at end of year | $ | ||||
| Change in plan assets: | |||||
| Fair value of plan assets at beginning of year | $ | ||||
Acquisition of KCA Deutag | |||||
| Actual return on plan assets | |||||
| Employer contribution | |||||
| Benefits paid | ( | ||||
Administration costs | ( | ||||
| Fair value of plan assets at end of year | $ | ||||
| Funded status of the plan at end of year | $ | ( | |||
(1)The Company did not have Non-U.S. Plans prior to the Acquisition which occurred on January 16, 2025.
Fluctuations in actuarial gains and losses during the period are primarily due to changes in the discount rate and investment returns. Mortality assumptions for the UK Plans are based on tables issued under the Continuous Mortality Investigation (CMI) 2024 model, developed by the Institute and Faculty of Actuaries. For the German Plans, mortality assumptions are based on the Heubeck 2018 G tables. These liabilities are recorded within Retirement benefit obligation in our Consolidated Balance Sheets.
The Non-U.S. Plans' net actuarial gain recognized in Accumulated other comprehensive income (loss) at September 30, 2025, and not yet reflected in net periodic benefit cost, was $8.1 million.
The following weighted average assumptions were used in the Non-U.S. Plan's calculations:
September 30, 20251 | |||||
UK Plans: | |||||
Contribution increase rate | % | ||||
| Discount rate | % | ||||
Inflation rate | % | ||||
Germany Plans: | |||||
Participant salaries increase rate | % | ||||
Contribution increase rate | % | ||||
Discount rate | % | ||||
Inflation rate | % | ||||
(1)The Company did not have Non-U.S. Plans prior to the Acquisition which occurred on January 16, 2025.
We made voluntary contributions of $5.7 million to the Non-U.S. Plans in fiscal year 2025. In fiscal year 2026, we do not expect minimum contributions required by law to be needed. However, we may make contributions in fiscal year 2026 if needed to fund unexpected distributions in lieu of liquidating pension assets.
2025 FORM 10-K | 110Table of Contents
Components of the net periodic pension expense were as follows:
| (in thousands) | Year ended September 30, 20251 | ||||
Service cost | $ | ||||
| Interest cost | |||||
| ( | |||||
| Net pension expense | $ | ||||
(1)The Company did not have Non-U.S. Plans prior to the Acquisition which occurred on January 16, 2025.
(2)The Company uses the fair value of plan assets in determining the expected return on plan assets.
The following table reflects the expected benefits to be paid from the Non-U.S. Plans in each of the next five fiscal years, and in the aggregate for the five years thereafter (in thousands):
| Year Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031-2035 | Total | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The German Plans are unfunded, therefore the plans' activities consist primarily of monthly payments to participants. Assets within the UK Plans are invested primarily in fixed income securities and liability-driven investment strategies to mitigate interest rate risk. In determining the appropriate asset mix, our financial strength and ability to fund potential shortfalls are considered. The UK Plans do not directly hold securities of the Company. The expected long-term rate of return on assets is based on historical and projected rates of return for current and planned asset classes in the UK Plans' investment portfolio after analyzing historical experience and future expectations of the return and volatility of various asset classes. The target allocation for fiscal year 2026 is expected to align with the current fiscal year allocation shown below.
The asset allocation at the end of fiscal year 2025, by asset category, was as follows:
| Asset Category | September 30, 20251 | ||||
Equities: | |||||
International equities | % | ||||
Diversified Growth Fund2 | |||||
| Fixed income: | |||||
| Gilts (UK government bonds) | |||||
| Corporate bonds | |||||
Strategic Income Fund3 | |||||
| Risk management: | |||||
| Liability-Driven Investments (LDI) | |||||
| Alternative investments: | |||||
Absolute Return Credit Fund4 | |||||
Cash | |||||
(1)The Company did not have Non-U.S. Plans prior to the Acquisition which occurred on January 16, 2025.
(2)Investments are equity-oriented with multi-asset exposure.
(3)An actively managed investment fund designed to invest mainly in debt securities.
2025 FORM 10-K | 111Table of Contents
The fair value of the U.K. Plan assets at September 30, 2025, summarized by level within the fair value hierarchy described in Note 13—Fair Value Measurement of Financial Instruments, are as follows:
September 30, 20251 | |||||||||||||||||||||||
| (in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Equities: | |||||||||||||||||||||||
International equities | $ | $ | $ | $ | |||||||||||||||||||
Diversified Growth Fund | |||||||||||||||||||||||
| Fixed income: | |||||||||||||||||||||||
| Gilts (UK government bonds) | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
Strategic Income Fund | |||||||||||||||||||||||
| Risk management: | |||||||||||||||||||||||
| Liability-Driven Investments (LDI) | |||||||||||||||||||||||
| Alternative investments: | |||||||||||||||||||||||
Absolute Return Credit Fund | |||||||||||||||||||||||
Cash | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(1)The Company did not have Non-U.S. Plans prior to the Acquisition which occurred on January 16, 2025.
Consolidated Balance Sheets Presentation - Retirement Benefit Obligations
Prior to September 30, 2025, Retirement benefit obligations were presented in Other within Noncurrent liabilities on our Consolidated Balance Sheets. To conform with the current period presentation, we reclassified amounts previously presented in Other within Noncurrent liabilities to the Retirement benefit obligations line, within Noncurrent liabilities, on our Consolidated Balance Sheets as of September 30, 2024.
Defined Contribution Plan
Substantially all employees on the U.S. payroll may elect to participate in our 401(k)/Thrift Plan by contributing a portion of their earnings. We contribute an amount equal to 100 percent of the first five percent of the participant’s compensation subject to certain limitations. The annual expense incurred for this defined contribution plan was $23.6 million, $26.9 million and $25.8 million in fiscal years 2025, 2024 and 2023, respectively. The Company continues to participate in defined contribution plans acquired in the Acquisition. The annual expense incurred for these defined contribution plans was $10.0 million in fiscal year 2025.
NOTE 15 SUPPLEMENTAL BALANCE SHEET INFORMATION | ||||||||||||||
The following reflects the activity in our allowance for expected credit losses on trade receivables for fiscal years 2025, 2024 and 2023:
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
Allowance for credit losses: | |||||||||||||||||
| Balance at October 1, | $ | $ | $ | ||||||||||||||
Acquisition of KCA Deutag1 | |||||||||||||||||
| Provision for credit loss | |||||||||||||||||
(Write-off) recovery of credit loss | ( | ||||||||||||||||
| Balance at September 30, | $ | $ | $ | ||||||||||||||
(1)Allowance for credit losses acquired in the KCA Deutag Acquisition were measured at fair value at the Acquisition Date. Refer to Note 3—Business Combination for additional information regarding the Acquisition.
2025 FORM 10-K | 112Table of Contents
Accounts receivable, prepaid expenses and other current assets, net, accrued liabilities and noncurrent liabilities —other at September 30, 2025 and 2024 consist of the following:
| Year Ended September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Accounts receivable, net of allowance: | |||||||||||
| Trade receivables | $ | $ | |||||||||
| Income tax receivable | |||||||||||
Total accounts receivable, net of allowance | $ | $ | |||||||||
| Prepaid expenses and other current assets, net: | |||||||||||
| Deferred mobilization | $ | $ | |||||||||
| Prepaid insurance | |||||||||||
| Prepaid value added tax | |||||||||||
| Prepaid maintenance and rent | |||||||||||
| Accrued demobilization, net | |||||||||||
| Prepaid equipment | |||||||||||
Insurance recoverable | |||||||||||
| Other | |||||||||||
| Total prepaid expenses and other current assets, net | $ | $ | |||||||||
| Accrued liabilities: | |||||||||||
| Accrued operating costs | $ | $ | |||||||||
Payroll, benefits, and restructuring costs | |||||||||||
| Taxes payable, other than income tax | |||||||||||
| Self-insurance liabilities | |||||||||||
| Deferred income | |||||||||||
| Deferred mobilization revenue | |||||||||||
| Accrued income taxes | |||||||||||
Interest payable | |||||||||||
| Operating lease liability | |||||||||||
Litigation and claims | |||||||||||
| Other | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
| Noncurrent liabilities — Other: | |||||||||||
Other non-qualified retirement plans | $ | $ | |||||||||
| Self-insurance liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Uncertain tax positions including interest and penalties | |||||||||||
| Operating lease liability | |||||||||||
| Other | |||||||||||
| Total noncurrent liabilities — other | $ | $ | |||||||||
NOTE 16 COMMITMENTS AND CONTINGENCIES | ||||||||||||||
Purchase Commitments
Equipment, parts and supplies are ordered in advance to promote efficient construction and capital improvement progress. At September 30, 2025, we had purchase commitments for equipment, parts and supplies of approximately $124.8 million. Of the $124.8 million total purchase commitments for equipment, parts and supplies, $56.0 million is attributable to our recently acquired subsidiary, KCA Deutag.
Lease Obligations
Refer to Note 5—Leases for additional information on our lease obligations.
2025 FORM 10-K | 113Table of Contents
Guarantee Arrangements
We are contingently liable to sureties in respect of bonds issued by the sureties in connection with certain commitments entered into by us in the normal course of business. We have agreed to indemnify the sureties for any payments made by them in respect of such bonds.
Contingencies
During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain or loss contingency. We account for gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain contingencies or recognize income until realized. The property and equipment of our Venezuelan subsidiary was seized by the Venezuelan government on June 30, 2010. Our wholly-owned subsidiaries, Helmerich & Payne International Drilling Co. ("HPIDC"), and Helmerich & Payne de Venezuela, C.A. filed a lawsuit in the United States District Court for the District of Columbia on September 23, 2011 against the Bolivarian Republic of Venezuela, Petroleos de Venezuela, S.A. and PDVSA Petroleo, S.A., seeking damages for the seizure of their Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery on HPIDC's expropriation claims, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.
In September 2019, H&P and a subsidiary brought a lawsuit against a general liability insurance carrier and an insurance broker alleging bad faith and breach of contract related to an improperly imposed endorsement included in our 2017-2018 and 2018-2019 umbrella liability policies. During the fiscal year ended September 30, 2025, the parties agreed to settle the matter for $27.5 million and, as a result, we recorded a gain within Other income (expense) on our Consolidated Statements of Operations.
NOTE 17 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION | ||||||||||||||
Description of the Business
During the second quarter of fiscal year 2025, the naming convention for one of our reportable segments changed from Offshore Gulf of Mexico to Offshore Solutions. Beginning on the Closing Date, Offshore Solutions now includes the results from the acquired KCA Deutag offshore management contract operations. Similarly, our International Solutions segment now includes the results from the acquired KCA Deutag land operations. Operating results related to KCA Deutag's 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. For additional information regarding the completion of the Acquisition, refer to Note 3—Business Combination.
We are a performance-driven drilling solutions and technologies company based in Tulsa, Oklahoma with operations in all major U.S. onshore oil and gas producing basins as well as the Middle East, Europe, Latin America, and Australia. Our drilling operations consist mainly of contracting Company-owned drilling equipment primarily to large oil and gas exploration companies. We believe we are the recognized industry leader in drilling as well as technological innovation. We focus on offering our customers an integrated solutions-based approach by combining proprietary rig technology, automation software, and digital expertise into our rig operations rather than a product-based offering, such as a rig or separate technology package. Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, International Solutions, and Offshore Solutions.
Each reportable operating segment is a strategic business unit that is managed separately, and consolidated revenues and expenses reflect the elimination of all material intercompany transactions. External revenues included in “Other” primarily consist of rental, manufacturing and engineering services income.
2025 FORM 10-K | 114Table of Contents
Segment Performance
Our chief operating decision maker ("CODM") is John Lindsay, Director and Chief Executive Officer. Our CODM evaluates segment performance and allocates resources based on segment operating income (loss) before income taxes. Components within segment operating income (loss), such as operating revenues and direct operating expenses, are used to monitor actual performance against forecasted results for each segment.
Segment operating income (loss) before income taxes includes:
•Revenues from external and internal customers
•Direct operating costs
•Depreciation and amortization
•Research and development
•Allocated general and administrative costs
•Acquisition transaction costs
•Asset impairment charges
•Restructuring charges
but excludes gain on reimbursement of drilling equipment, other loss on sale of assets, corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transactions costs, corporate asset impairment charges, and corporate restructuring charges.
General and administrative costs are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods may be used which we believe to be a reasonable reflection of the utilization of services provided.
Summarized financial information of our reportable segments for the fiscal years ended September 30, 2025, 2024 and 2023 is shown in the following tables:
| September 30, 2025 | |||||||||||||||||||||||
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Total | |||||||||||||||||||
Revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
Intersegment revenues | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Reconciliation of revenues: | |||||||||||||||||||||||
All other revenues | |||||||||||||||||||||||
Elimination of intersegment revenues | ( | ||||||||||||||||||||||
Total consolidated revenues | |||||||||||||||||||||||
Less1: | |||||||||||||||||||||||
Direct operating expenses | |||||||||||||||||||||||
Depreciation & amortization | |||||||||||||||||||||||
Research and development | |||||||||||||||||||||||
Selling, general and administrative costs | |||||||||||||||||||||||
Acquisition transaction costs | |||||||||||||||||||||||
Asset impairment charge | |||||||||||||||||||||||
Restructuring charges | |||||||||||||||||||||||
Segment operating income (loss) | ( | ||||||||||||||||||||||
Reconciliation of segment operating income (loss): | |||||||||||||||||||||||
All other operating loss | ( | ||||||||||||||||||||||
Elimination of intersegment loss | ( | ||||||||||||||||||||||
Segment operating income | |||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
2025 FORM 10-K | 115Table of Contents
| September 30, 2024 | |||||||||||||||||||||||
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Total | |||||||||||||||||||
Revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
Intersegment revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
Reconciliation of revenues | |||||||||||||||||||||||
All other revenues | |||||||||||||||||||||||
Elimination of intersegment revenues | ( | ||||||||||||||||||||||
| Total consolidated revenues | |||||||||||||||||||||||
Less1: | |||||||||||||||||||||||
Direct operating expenses | |||||||||||||||||||||||
Depreciation & amortization | |||||||||||||||||||||||
Research and development | |||||||||||||||||||||||
Selling, general and administrative costs | |||||||||||||||||||||||
Segment operating income | |||||||||||||||||||||||
Reconciliation of segment operating income (loss) | |||||||||||||||||||||||
All other operating loss | ( | ||||||||||||||||||||||
Elimination of intersegment profit | |||||||||||||||||||||||
Segment operating income | |||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
| September 30, 2023 | |||||||||||||||||||||||
| (in thousands) | North America Solutions | International Solutions | Offshore Solutions | Total | |||||||||||||||||||
Revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
Intersegment revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
Reconciliation of revenues | |||||||||||||||||||||||
All other revenues | |||||||||||||||||||||||
Elimination of intersegment revenues | ( | ||||||||||||||||||||||
| Total consolidated revenues | |||||||||||||||||||||||
Less1: | |||||||||||||||||||||||
Direct operating expenses | |||||||||||||||||||||||
Depreciation & amortization | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
Selling, general and administrative costs | |||||||||||||||||||||||
Asset impairment charge | |||||||||||||||||||||||
Segment operating income | |||||||||||||||||||||||
Reconciliation of segment operating income | |||||||||||||||||||||||
All other operating profit | |||||||||||||||||||||||
Elimination of intersegment profit | |||||||||||||||||||||||
Segment operating income | |||||||||||||||||||||||
(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
2025 FORM 10-K | 116Table of Contents
The following table reconciles segment operating income per the tables above to income before income taxes as reported on the Consolidated Statements of Operations:
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
Segment operating income | $ | $ | $ | ||||||||||||||
| Gain on reimbursement of drilling equipment | |||||||||||||||||
Other loss on sale of assets | ( | ( | ( | ||||||||||||||
Corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction costs, corporate asset impairment charges, and corporate restructuring charges | ( | ( | ( | ||||||||||||||
Operating income | |||||||||||||||||
| Other income (expense) | |||||||||||||||||
| Interest and dividend income | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
Gain (loss) on investment securities | ( | ||||||||||||||||
| Foreign currency exchange loss | ( | ( | ( | ||||||||||||||
| Other | |||||||||||||||||
Total other income (expense) | ( | ||||||||||||||||
Income (loss) before income taxes | $ | ( | $ | $ | |||||||||||||
The following table reconciles segment total assets to total assets as reported on the Consolidated Balance Sheets:
| Year Ended September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Total assets1 | |||||||||||
| North America Solutions | $ | $ | |||||||||
| International Solutions | |||||||||||
| Offshore Solutions | |||||||||||
| Other | |||||||||||
| Investments and corporate operations | |||||||||||
| $ | $ | ||||||||||
(1)Assets by segment exclude investments in subsidiaries and intersegment activity.
The following table presents revenues from external customers by country based on the location of service provided:
| Year Ended September 30, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Operating revenues | |||||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
Saudi Arabia | |||||||||||||||||
| Norway | |||||||||||||||||
| Oman | |||||||||||||||||
| Argentina | |||||||||||||||||
| Azerbaijan | |||||||||||||||||
| Germany | |||||||||||||||||
Colombia | |||||||||||||||||
| Bahrain | |||||||||||||||||
| Kuwait | |||||||||||||||||
| Other foreign | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
2025 FORM 10-K | 117Table of Contents
The following table presents property, plant and equipment by country based on the location of service provided:
| Year Ended September 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Property, plant and equipment, net | |||||||||||
| United States | $ | $ | |||||||||
Saudi Arabia | |||||||||||
| Oman | |||||||||||
United Kingdom | |||||||||||
Argentina | |||||||||||
| Germany | |||||||||||
| Kuwait | |||||||||||
Colombia | |||||||||||
Norway | |||||||||||
| Other foreign | |||||||||||
| Total | $ | $ | |||||||||
| NOTE 18 RESTRUCTURING CHARGES | ||||||||||||||
NOTE 19 SUBSEQUENT EVENTS | ||||||||||||||
Subsequent to September 30, 2025, we committed to a plan to scrap 30 rigs and auxiliary equipment within our North America Solutions segment and three rigs within our Offshore Solutions segment as part of our strategy to right size our fleet and reduce expenses. Of the 30 North America Solutions rigs, 10 were previously decommissioned. In accordance with ASC 360, Property, Plant and Equipment, these assets will be classified as held-for-sale until disposal. We will continue to assess these assets for potential impairment until they are disposed of. Based on our preliminary assessment, we expect to record an impairment charge ranging from $90.0 million and $110.0 million during the three months ended December 31, 2025.
2025 FORM 10-K | 118Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | ||||||||||||||
None.
ITEM 9A. CONTROLS AND PROCEDURES | ||||||||||||||
a) Evaluation of Disclosure Controls and Procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, and as a result of the material weakness in internal control over financial reporting described below, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective. We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
We have excluded the KCA Deutag business combination from our evaluation of the internal control over financial reporting internal controls in the current year. The excluded business constitutes approximately 38 percent of total identifiable assets and 27 percent of net revenue of the consolidated financial statement amounts as of and for the year ended September 30, 2025.
In connection with the preparation of our consolidated financial statements for the fiscal year ended September 30, 2025 and management’s assessment of the Company’s internal control over financial reporting as of September 30, 2025, we identified a material weakness related to the timely performance and lack of sufficient contemporaneous evidence of certain internal controls over the accounting for the KCA Deutag business combination, including the effectiveness of controls related to certain inputs used in the valuation of rigs and the recognition of deferred income taxes as of the acquisition date, assumptions used in the valuation of intangible assets, and the allocation of goodwill associated with the business combination to reporting units.
Prior to the filing of this Form 10-K, we have performed additional procedures to evaluate the assumptions and inputs used and the conclusions reached with regard to the valuation of rigs and intangible assets, the recognition of deferred income taxes, and the allocation of goodwill to reporting units, and have not identified any material adjustments that should be recorded in the financial statements. Accordingly, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our audited financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in accordance with GAAP. Additionally, the material weakness identified did not result in any material misstatements in our consolidated financial statements for the periods presented and there were no changes to our previously released financial statements. Furthermore, because we did not have another business combination prior to the end of our fiscal year, we were unable to remediate the resulting material weakness.
Upon completion of another material acquisition, we believe we will be able to perform the controls timely and ensure sufficient contemporaneous evidence of management’s review is maintained. Management expects these remediation efforts will be effective in eliminating the material weakness; however, the material weakness will not be considered fully remediated until the applicable controls operate for a sufficient period of time following another material acquisition, and management has concluded, through sufficient testing, that the controls are operating effectively. In connection with any future material acquisitions, management will monitor the effectiveness of these and other processes, procedures and controls, and make any further changes management deems appropriate.
b) Management’s Report on Internal Control over Financial Reporting.
A copy of our Management’s Report on Internal Control over Financial Reporting is included in Item 8 of this Form 10-K.
c) Attestation Report of the Independent Registered Public Accounting Firm.
A copy of the report of Ernst & Young LLP, our independent registered public accounting firm, is included in Item 8 of this Form 10-K.
d) Changes in Internal Control Over Financial Reporting.
2025 FORM 10-K | 119Table of Contents
There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION | ||||||||||||||
(c) Trading Plans
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | ||||||||||||||
Not applicable.
2025 FORM 10-K | 120Table of Contents
PART III | ||||||||||||||
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | ||||||||||||||
We have adopted a Code of Ethics for our Principal Executive Officer and Senior Financial Officers. The text of this code is located on our website under “https://ir.hpinc.com/investors/corporate-governance/corporate-governance-information”. Our Internet address is www.hpinc.com. We intend to disclose any amendments to or waivers from this code on our website.
The other information required by this item will be included in the sections entitled “Directors,” “Executive Officers,” “Board Committees,” “Trading, Hedging and Pledging Policies” in the Company's definitive proxy statement to be filed with the SEC no later than 120 days after September 30, 2025, in connection with the solicitation of proxies for the Company's 2026 annual meeting of stockholders (the "2026 Proxy Statement"), and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION | ||||||||||||||
The information required by this item will be included in the sections entitled “Compensation Discussion & Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards in Fiscal 2025,” “Outstanding Equity Awards at Fiscal 2025 Year-End,” “Stock Vested in 2025,” “Pension Benefits For Fiscal 2025,” “Nonqualified Deferred Compensation For Fiscal 2025,” “Potential Payments Upon Change-In-Control,” “Director Compensation Table, ” “Pay Ratio Disclosure,” “Pay Versus Performance” and “Equity Grant Practices” in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | ||||||||||||||
The information required by this item will be included in the sections entitled “Summary of All Existing Equity Compensation Plans,” “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | ||||||||||||||
The information required by this item will be included in the sections entitled “Transactions with Related Persons, Promoters, and Certain Control Persons” and “Director Independence” in the 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | ||||||||||||||
The information required by this item will be included in the section entitled “Proposal 2 - Ratification of Appointment of Independent Auditors” in the 2026 Proxy Statement and is incorporated herein by reference.
PART IV | ||||||||||||||
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | ||||||||||||||
1.Financial Statements: Our consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated November 21, 2025, are listed below and included in Item 8— “Financial Statements and Supplementary Data” of this Form 10‑K.
2025 FORM 10-K | 121Table of Contents
| Page | |||||
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 000 | 63 | ||||
Consolidated Balance Sheets at September 30, 2025 and 2024 | 68 | ||||
Consolidated Statements of Operations for the Years Ended September 30, 2025, 2024 and 2023 | 69 | ||||
Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2025, 2024 and 2023 | 70 | ||||
Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2025, 2024 and 2023 | 71 | ||||
Consolidated Statements of Cash Flows for the Years Ended September 30, 2025, 2024 and 2023 | 72 | ||||
Notes to Consolidated Financial Statements | 74 | ||||
2.Financial Statement Schedules: All schedules are omitted because they are not applicable or required or because the required information is contained in the financial statements or included in the notes thereto.
3.Exhibits: The following documents are included as exhibits to this Form 10‑K. Exhibits incorporated by reference are duly noted as such.
3.1 | Amended and Restated Certificate of Incorporation of Helmerich & Payne, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8‑K filed on March 14, 2012, SEC File No. 001‑04221). | ||||
| 3.2 | Amended and Restated By‑laws of Helmerich & Payne, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on September 12, 2024, SEC File No. 001-04221). | ||||
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, SEC File No. 001-04221). | ||||
| 4.2 | Indenture, dated December 20, 2018, among Helmerich & Payne, Inc., Helmerich & Payne International Drilling Co. and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on December 20, 2018, SEC File No. 001-04221). | ||||
| 4.3 | Second Supplemental Indenture, dated September 29, 2021, to the Indenture, dated December 20, 2018, between Helmerich & Payne, Inc. and Wells Fargo Bank, National Association, as trustee (including the form of 2.900% Senior Note due 2031) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 29, 2021, SEC File No. 001‑04221). | ||||
4.4 | Third Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (including the form of 4.650% Senior Note due 2027) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 17, 2024, SEC File No. 001‑04221). | ||||
4.5 | Fourth Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (including the form of 4.850% Senior Note due 2029) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 17, 2024, SEC File No. 001‑04221). | ||||
4.6 | Fifth Supplemental Indenture, dated September 17, 2024, between Helmerich & Payne, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (including the form of 5.500% Senior Note due 2034) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on September 17, 2024, SEC File No. 001‑04221). | ||||
| 10.1 | Amended and Restated Credit Agreement, dated August 14, 2024, among Helmerich & Payne, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 15, 2024, SEC File No. 001-04221). | ||||
| 10.2 | Term Loan Agreement, dated as of August 14, 2024, by and among the Company, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 15, 2024, SEC File No. 001-04221). | ||||
*10.3 | Form of Change of Control Agreement applicable to executive officers and certain other employees of Helmerich & Payne, Inc., adopted September 9, 2020 (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 14, 2020, SEC File No. 001-04221). | ||||
*10.4 | Supplemental Retirement Income Plan for Salaried Employees of Helmerich & Payne, Inc. (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, SEC File No. 001-04221). | ||||
2025 FORM 10-K | 122Table of Contents
*10.5 | Supplemental Savings Plan for Salaried Employees of Helmerich & Payne, Inc. (incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, SEC File No. 001-04221). | ||||
| *10.6 | Helmerich & Payne, Inc. Director Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, SEC File No. 001-04221). | ||||
*10.7 | Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated herein by reference to Appendix "A" of the Company's Proxy Statement on Schedule 14A filed on January 18, 2022, SEC File No. 001-04221). | ||||
*10.8 | Form of Restricted Stock Award Agreement for the Helmerich & Payne, Inc. 2020 Omnibus Incentive Plan applicable to Directors (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, SEC File No. 001-04221). | ||||
*10.9 | Form of Annual Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc. 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.27 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020, SEC File No. 001-04221). | ||||
*10.10 | Form of Standard Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc. 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.28 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020, SEC File No. 001-04221). | ||||
*10.11 | Form of Restricted Stock Award Agreement for the Helmerich & Payne, Inc. 2020 Omnibus Incentive Plan applicable to employees (incorporated herein by reference to Exhibit 10.29 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020, SEC File No. 001-04221). | ||||
*10.12 | Amendment to Standard Three-Year Performance-Vested Restricted Share Unit Award Agreement for the 2020 Helmerich & Payne, Inc. 2020 Omnibus Incentive Plan, dated June 6, 2022 (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, SEC File No. 001-04221). | ||||
*10.13 | Form of Restricted Stock Agreement for the Helmerich & Payne Amended and Restated 2020 Omnibus Incentive Plan applicable to Directors (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, SEC File No. 001-04221). | ||||
*10.14 | Form of Annual Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, SEC File No. 001-04221). | ||||
*10.15 | Form of Standard Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, SEC File No. 001-04221). | ||||
*10.16 | Form of Restricted Stock Award Agreement applicable to employees for the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, SEC File No. 001-04221). | ||||
*10.17 | Form of Chief Executive Officer Standard Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, SEC File No. 001-04221). | ||||
*10.18 | Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 filed on February 28, 2024, SEC File No. 001-04221). | ||||
*10.19 | Form of Restricted Stock Award Agreement for the Helmerich & Payne 2024 Omnibus Incentive Plan applicable to Directors (incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, SEC File No. 001-04221). | ||||
*10.20 | Form of Annual Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, SEC File No. 001-04221). | ||||
*10.21 | Form of Standard Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, SEC File No. 001-04221). | ||||
*10.22 | Form of Restricted Stock Award Agreement for the Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan applicable to employees (incorporated herein by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, SEC File No. 001-04221). | ||||
2025 FORM 10-K | 123Table of Contents
*10.23 | 2025 Form of Restricted Stock Award for the Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan applicable to certain executives. | ||||
| 19.1 | |||||
| 21 | List of Subsidiaries of the Company. | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a‑14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a‑14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | ||||
| **32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | ||||
| 97 | Helmerich & Payne Rule 10D-1 Clawback Policy (incorporated herein by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, SEC File No. 001-04221). | ||||
| 101 | Financial statements from this Form 10‑K formatted in Inline eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
*Management or Compensatory Plan or Arrangement.
**The certifications on Exhibit 32 hereto are deemed furnished and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
ITEM 16. FORM 10-K SUMMARY | ||||||||||||||
None.
2025 FORM 10-K | 124Table of Contents
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2025 FORM 10-K | 125Table of Contents
SIGNATURES | ||||||||||||||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
| HELMERICH & PAYNE, INC. | ||||||||
| By: | /s/ John W. Lindsay | |||||||
| John W. Lindsay, | ||||||||
Director and Chief Executive Officer | ||||||||
| Date: November 21, 2025 | ||||||||
2025 FORM 10-K | 126Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
| Signature | Title | Date | ||||||||||||
| /s/ John W. Lindsay | Director and Chief Executive Officer | November 21, 2025 | ||||||||||||
| John W. Lindsay | (Principal Executive Officer) | |||||||||||||
/s/ J. Kevin Vann | Senior Vice President and Chief Financial Officer | November 21, 2025 | ||||||||||||
J. Kevin Vann | (Principal Financial Officer) | |||||||||||||
| /s/ Sara M. Momper | Vice President and Chief Accounting Officer | November 21, 2025 | ||||||||||||
| Sara M. Momper | (Principal Accounting Officer) | |||||||||||||
| /s/ Hans Helmerich | Director and Chairman of the Board | November 21, 2025 | ||||||||||||
| Hans Helmerich | ||||||||||||||
| /s/ Delaney M. Bellinger | Director | November 21, 2025 | ||||||||||||
| Delaney Bellinger | ||||||||||||||
| /s/ Belgacem Chariag | Director | November 21, 2025 | ||||||||||||
| Belgacem Chariag | ||||||||||||||
| /s/ Kevin G. Cramton | Director | November 21, 2025 | ||||||||||||
| Kevin G. Cramton | ||||||||||||||
| /s/ Randy A. Foutch | Director | November 21, 2025 | ||||||||||||
| Randy A. Foutch | ||||||||||||||
| /s/ Elizabeth Killinger | Director | November 21, 2025 | ||||||||||||
| Elizabeth Killinger | ||||||||||||||
| /s/ Jose R. Mas | Director | November 21, 2025 | ||||||||||||
| Jose R. Mas | ||||||||||||||
| /s/ Donald F. Robillard, Jr. | Director | November 21, 2025 | ||||||||||||
| Donald F. Robillard, Jr. | ||||||||||||||
| /s/ John D. Zeglis | Director | November 21, 2025 | ||||||||||||
| John D. Zeglis | ||||||||||||||
2025 FORM 10-K | 127FAQ
What major transaction does Helmerich & Payne (HP) report in its 2025 Form 10‑K?
HP completed the acquisition of the entire issued share capital of KCA Deutag International Limited on
How did the KCA Deutag acquisition change HP’s geographic footprint?
The acquisition significantly expanded HP’s presence across the Middle East, South America, Europe, and Africa. HP now has major land operations in countries such as Saudi Arabia, Oman, Argentina, Colombia, Germany, Bahrain and Kuwait, and added offshore management contracts in regions including the North Sea, Norwegian Sea, Caspian Sea and other international waters.
What portion of Helmerich & Payne’s 2025 revenues came from each operating segment?
For the fiscal year ended
How many rigs does HP operate in its North America Solutions and International Solutions segments?
As of
What customer concentration risks does Helmerich & Payne highlight in 2025?
In fiscal 2025, revenue from drilling services for HP’s largest drilling customer represented about 12.0% (
What are key risks HP identifies around the KCA Deutag acquisition?
HP lists risks including its ability to achieve strategic objectives related to the acquisition, the possibility it may be unable to integrate KCA Deutag’s operations in a successful manner and within the expected time period, potential long‑lived asset impairments, and exposure to geopolitical, regulatory, and commodity price volatility in the expanded international footprint.
How strong is Helmerich & Payne’s super-spec rig position after the acquisition?
HP reports it has reconfigured 78 FlexRig® units into super‑spec walking rigs and, as of
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[8-K] Helmerich & Payne, Inc. Reports Material Event
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