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Form 8-K

sec.gov
HP The company reported a net loss for the quarter, but highlighted solid operational performance and expanding deployment of its FlexRobotics™ Technology. The outlook for North America Solutions is strengthening, while International Solutions faces challenges due to the Middle East conflict. Debt reduction and shareholder returns were also noted.

8-K — Helmerich & Payne, Inc.

Accession: 0000046765-26-000025

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000046765

SIC: 1381 (DRILLING OIL & GAS WELLS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hp-20260506.htm (Primary)

EX-99.1 (q2fy26earningsrelease.htm)

GRAPHIC (hpunifiedlogocolorlarge202a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hp-20260506.htm · Sequence: 1

hp-20260506

false000004676500000467652026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 6, 2026

HELMERICH & PAYNE, INC.

(Exact name of registrant as specified in its charter)

DE 1-4221 73-0679879

(State or other jurisdiction of

Incorporation) (Commission File

Number) (I.R.S. Employer

Identification No.)

222 North Detroit Avenue

Tulsa, OK 74120

(Address of principal executive offices and zip code)

(918) 742-5531

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common Stock ($0.10 par value) HP NYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 6, 2026, Helmerich & Payne, Inc. issued a press release announcing its financial results for its second fiscal quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit Number DESCRIPTION

99.1

Helmerich & Payne, Inc. earnings release dated May 6, 2026.

104 Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HELMERICH & PAYNE, INC.

By: /s/ William H. Gault

Name: William H. Gault

Title:

Date:

Corporate Secretary

May 6, 2026

EX-99.1

EX-99.1

Filename: q2fy26earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

NEWS RELEASE

May 6, 2026

HELMERICH & PAYNE, INC. ANNOUNCES FISCAL SECOND QUARTER RESULTS

Operating and Financial Highlights for the Quarter Ended March 31, 2026

•H&P announced consolidated revenue of $932 million, reflecting solid performance despite a dynamic macro environment.

•Consolidated net loss of $(59) million, or $(0.59) per share, which includes the impact of a non-cash impairment charge of $26 million. Adjusted for this and other non-recurring one-time items, adjusted earnings(1) were $(38) million, or $(0.38) per share.

•Consolidated adjusted EBITDA(2) totaled $178 million.

•Expanding deployment of FlexRobotics™ Technology to support growing customer demand.

•North America Solutions (NAS) reported operating income of $111 million and maintained industry‑leading performance with direct margin(3) of $215 million, or $17,628 on a per day basis. The activity outlook continues to strengthen, with clear signs of ongoing improvement.

•International Solutions reported an operating loss of approximately $(100) million and delivered approximately $11.5 million in direct margin(3), maintaining operational continuity despite the conflict in the Middle East.

•Offshore reported operating income of approximately $14 million and generated direct margin(3) of $27 million, exceeding guidance midpoint expectations.

•In early April the Company completed the sale of Utica Square, with after-tax proceeds exceeding the $100 million divestiture target.

•Retired the term loan facility ahead of schedule, reducing post-acquisition debt by $400 million and making significant progress toward deleveraging goals.

•Approximately $25 million was returned to shareholders through the Company’s ongoing dividend program.

Helmerich & Payne | 222 N. Detroit Ave. | Suite 1100

Tulsa, OK 74120 | 918.588.5190 | helmerichpayne.com

Page 2

News Release

May 6, 2026

Management Commentary

“H&P delivered solid operational performance during the second quarter, reflecting the resilience of our core business and the disciplined execution of our teams,” said President and CEO Trey Adams.

“Regarding the conflict in the Middle East, our primary focus has been on the safety and security of our people in the region. I am pleased to report that our teams have remained focused and safe. We continue to closely monitor developments in the region and despite a fluid environment, our team has done an exceptional job in maintaining continuity of operations, including the planned reactivation of rigs in the region, supported by strong local leadership and the dedication of our people in the region.”

“Turning our attention to the current macro environment, the Middle East conflict has exposed the fragility of the energy complex, and we believe has fundamentally changed the outlook for oil and gas within a matter of months.”

“As a result, customer sentiment in our North America Solutions segment continues to show signs of improvement and we remain optimistic that current crude prices will translate into higher activity. Additionally, we are very encouraged to be advancing the rollout of our FlexRobotics™ Technology to four additional rigs.” Adams said.

“The uptick in Middle East activity that was underway prior to the conflict is now less well defined. Despite that uncertainty, we continue to have constructive dialogue with our partners in the region and remain optimistic that more rigs could go back to work this year.”

“Our Offshore Solutions segment continues to demonstrate its strategic value, supported by long‑term contracts that provide earnings stability through market cycles. We are seeing strong momentum in multi‑year extensions, highlighted by a recent five‑year renewal with bp in the Caspian Sea,” he said.

Senior Vice President and CFO Kevin Vann added, “We were also pleased to announce the closing of the sale of Utica Square, with after‑tax proceeds exceeding our previously communicated $100 million divestiture target. This enabled the retirement of the remaining term‑loan balance, ahead of schedule. This transaction accelerates deleveraging plans and sharpens our focus on core drilling solutions. Our next priority is addressing the $350 million bond maturing in calendar 2027, supported by strong free cash flow generation and the improving North American market environment.”

Adams concluded, “As Kevin Vann prepares to depart the organization, I want to express that it has been an honor to work with him. The stability provided during the KCA Deutag transaction, as well as his substantial contributions to our financial function and balance sheet, have been invaluable. Everyone at H&P sincerely appreciates your service and extends their best wishes for your retirement.

“I am excited to work with Todd Scruggs on navigating the company through this next chapter, energized by the opportunities ahead and the strength of the team advancing our strategy. With a customer‑centric focus, technology leadership and accelerating Western and Eastern Hemisphere growth, we are well positioned to deliver durable, long‑term value for all stakeholders.”

Page 3

News Release

May 6, 2026

Operating Segment Results for the Second Quarter of Fiscal Year 2026

North America Solutions: Realized operating income of $111 million, compared with $36 million in the previous quarter, which included a $98 million one-time impairment. Direct margin(3) was $215 million, versus $239 million previously, and on a per-day basis averaged approximately $17,628 with 136 rigs active for the second fiscal quarter. These results demonstrate the durability of our fleet and our continued ability to generate leading margins through the cycle.

We continued to see meaningful commercial momentum across the U.S. land market, with several new contracts and extensions across multiple basins. Combined with the expanded deployment of FlexRoboticsTM, these developments underscore the strength of our offering and the opportunities ahead.

International Solutions: Recorded an operating loss of approximately $(100) million, compared with a loss of approximately $(55) million in the prior quarter. Excluding the $26 million one-time impairment, the operating loss was $74 million. Direct margin(3) totaled approximately $11.5 million, down from roughly $29 million last quarter. This was primarily led by the impacts of the conflict in the Middle East. Specifically during the quarter, we were able to utilize our in-house engineering and aftermarket capabilities to reactivate the rigs in Saudi Arabia, leveraging in-country equipment and circumventing supply chain constraints. This move enhances returns and importantly avoided delays for our customers. However, it did lead to more costs being classified as OPEX, which had an impact on our direct margins(3).

Across our international portfolio, commercial activity was strong. In Argentina, we secured a mix of new contracts and extensions, while in Oman, a series of contract extensions reinforces our position in the region. Collectively, these wins demonstrate the depth of our global relationships and the durability of our commercial pipeline.

Offshore Solutions: Reported operating income of approximately $14 million, compared with $16 million in the previous quarter, which included a $2 million one-time impairment. Direct margin(3) exceeded the midpoint of guidance at approximately $27 million versus $31 million last quarter, demonstrating the segment’s ability to generate stable cash flow.

During the quarter, H&P was awarded a long-term offshore operations and maintenance contract renewal by bp in the Caspian Sea, offshore Azerbaijan. The contract renewal has a firm duration of five years, with three one-year extension options. If all option periods are exercised, the contract revenue could exceed $1 billion.

Select Items (4) Included in Net Loss per Diluted Share

Second quarter of fiscal year 2026 net loss of $(0.59) per diluted share included a net impact of $(0.21) per share in after-tax gains and losses comprised of the following:

•$0.11 of non-cash after-tax gain related to investment securities

•$(0.01) of after-tax loss related to International asset abandonment

•$(0.02) of after-tax loss related to acquisition transaction and integration costs

•$(0.03) of after-tax loss related to restructuring charges

•$(0.03) of non-cash after-tax loss related to the change in actuarial assumptions on estimated liabilities

•$(0.23) of non-cash after-tax loss related to impairment

First quarter of fiscal year 2026 net loss of $(0.98) per diluted share included a net impact of $(0.83) per share in after-tax losses comprised of the following:

•$0.01 of non-cash after-tax gain related to the change in actuarial assumptions on estimated liabilities

•$0.01 of non-cash after-tax gain related to investment securities

•$(0.02) of after-tax loss related to restructuring charges

•$(0.03) of after-tax loss related to transaction and integration costs

•$(0.80) of non-cash after-tax loss related to impairment

Page 4

News Release

May 6, 2026

Operational Outlook for the Third Quarter of Fiscal Year 2026

The guidance below represents our expectations as of the date of this release.

Guidance

3Q’26

FY’26

North America Solutions

Direct Margin ($M)3

$230 - $240

Average Rigs

137 - 143

138 - 144

International Solutions

Direct Margin ($M)3

$12 - $32

Average Rigs5

58 – 68

58 – 68

Offshore Solutions

Direct Margin ($M)3

$24 - $28

$100 - $115

Average Rigs / Mgmt. Cont.

30 - 35

30 - 35

Other

Direct Margin ($M)3

$0 - $3

Guidance

FY'26

Gross Capital Expenditures ($M)

$270 - $310

Depreciation ~$700

Research and Development ~$28

Selling, General & Administrative

$265 - $285

Cash Taxes

$125 - $150

Interest Expense ~$100

Page 5

News Release

May 6, 2026

Conference Call

A conference call will be held at 11 a.m. (ET), Thursday, May 7, 2026, , with Trey Adams, President and CEO, Kevin Vann, Senior Vice President and CFO, and other management team members to discuss the Company’s second quarter fiscal year 2026 results. Dial-in information for the conference call is (800)-715-9871 for domestic callers or (646)-307-1963 for international callers. The call access code is 86079. Participants can listen to the live webcast of the conference call and access the accompanying earnings presentation by visiting our website at www.hpinc.com. Navigate to the “Investors” section, click on “News and Events – Events & Presentations,” and select the event to access the webcast and materials.

About Helmerich & Payne, Inc.

Founded in 1920, Helmerich & Payne, Inc. (H&P) (NYSE: HP) is committed to delivering industry leading levels of drilling productivity and reliability. H&P operates with the highest level of integrity, safety and innovation to deliver superior results for its customers and returns for shareholders. Through its subsidiaries, the Company designs, fabricates and operates high-performance drilling rigs in conventional and unconventional plays around the world. H&P also develops and implements advanced automation, directional drilling and survey management technologies. As of May 6, 2026, H&P's fleet includes 202 land rigs in the United States, 130 international land rigs and 4 offshore platform rigs, plus operating 30 offshore labor contracts. For more information, see H&P online at www.hpinc.com.

Forward-Looking Statements

This release includes “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, and such statements are based on current expectations and assumptions that are subject to risks and uncertainties. All statements other than statements of historical facts included in this release, including, without limitation, outlook for fiscal 2026, the Company’s business strategy, future financial position, operations outlook, future cash flow, future use of generated cash flow, dividend amounts and timing, amounts of any future dividends, investments, active rig count projections, projected costs and plans, objectives of management for future operations, contract terms, financing and funding, debt reduction plans, capex spending and budgets, outlook for domestic and international markets, future commodity prices, and future customer activity and relationships are forward-looking statements. For information regarding risks and uncertainties associated with the Company’s business, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and other disclosures in the Company’s SEC filings, including but not limited to its annual report on Form 10‑K and quarterly reports on Form 10‑Q. As a result of these factors, Helmerich & Payne, Inc.’s actual results may differ materially from those indicated or implied by such forward-looking statements. Investors are cautioned not to put undue reliance on such statements. We undertake no duty to publicly update or revise any forward-looking statements, whether as a result of new information, changes in internal estimates, expectations or otherwise, except as required under applicable securities laws.

Helmerich & Payne uses its Investor Relations website as a channel of distribution for material company information. Such information is routinely posted and accessible on its Investor Relations website at www.hpinc.com. Information on our website is not part of this release.

Note Regarding Trademarks. Helmerich & Payne, Inc. owns or has rights to the use of trademarks, service marks and trade names that it uses in conjunction with the operation of its business. Some of the trademarks that appear in this release or otherwise used by H&P include FlexRig and FlexRobotics, which may be registered or trademarked in the United States and other jurisdictions.

(1) Adjusted net income, which is considered a non-GAAP metric, is defined as net income (loss), excluding the impact of 'select items' which management defines as certain items that do not reflect the ongoing performance of our core business operations. Adjusted net income is included as supplemental disclosure as management uses it to assess and understand current operational performance, especially in analyzing historical trends which are used in forecasting future period results. For this reason, we believe this measure will be useful information to investors. The presence of non-GAAP metrics is not intended to suggest that such measures should be considered as a substitute for certain GAAP metrics and, given that not all companies define adjusted net income the same way, this financial measure may not be comparable to similarly titled metrics disclosed by other companies. See Non-GAAP Measurements for a reconciliation of net income (loss) to adjusted net income.

(2) Adjusted EBITDA is considered to be a non-GAAP metric. Adjusted EBITDA is defined as net income (loss) before taxes, depreciation and amortization, gains and losses on asset sales, other income and expense - which includes interest income and interest expense, and excludes the impact of 'select items' which management defines as certain items that do not reflect the ongoing performance of our core business operations. Adjusted EBITDA is included as supplemental disclosure as management uses it to assess and understand current operational performance, especially in analyzing historical trends which are used in forecasting future period results. For this reason, we believe this measure will be useful to information to investors. The presence of non-GAAP metrics is not intended to suggest that such measures should be considered as a substitute for certain GAAP metrics and, given that not all companies define Adjusted EBITDA the same way, this financial measure may not be comparable to similarly titled metrics disclosed by other companies. See Non-GAAP Measurements for a reconciliation of net income to Adjusted EBITDA.

(3) Direct margin, which is considered a non-GAAP metric, is defined as operating revenues (less reimbursements) less direct operating expenses (less reimbursements) and is included as a supplemental disclosure. We believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See Non-GAAP Measurements for a reconciliation of segment operating income (loss) to direct margin. Expected direct margin for the first quarter of fiscal 2026 is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measure is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future items and adjustments, which could be significant, we are unable to provide a reconciliation of expected direct margin to the most comparable GAAP measure without unreasonable effort.

(4) Select items are considered non-GAAP metrics and are included as a supplemental disclosure as the Company believes identifying and excluding select items is useful in assessing and understanding current operational performance, especially in making comparisons over time involving previous and subsequent periods and/or forecasting future periods results. Select items are excluded as they are deemed to be outside the Company's core business operations. See Non-GAAP Measurements.

(5) Does not include 21 rigs that have either suspended operations or have been notified to suspend operations in Saudi Arabia

Contact: Kris Nicol

Vice President of Investor Relations

investor.relations@hpinc.com

Page 7

News Release

May 6, 2026

HELMERICH & PAYNE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended

(in thousands, except per share amounts) March 31, December 31, March 31, March 31, March 31,

2026 2025 2025 2026 2025

OPERATING REVENUES

Drilling services $ 906,426  $ 981,125  $ 1,012,394  $ 1,887,551  $ 1,687,007

Other 25,936  35,901  3,645  61,837  6,334

932,362  1,017,026  1,016,039  1,949,388  1,693,341

OPERATING COSTS AND EXPENSES

Drilling services operating expenses, excluding depreciation and amortization 661,180  682,780  701,657  1,343,960  1,112,573

Other operating expenses 24,799  31,260  3,485  56,059  4,641

Depreciation and amortization 180,734  181,919  157,657  362,653  256,737

Research and development 7,016  6,646  9,421  13,662  18,781

Selling, general and administrative 71,080  70,444  80,802  141,524  143,901

Acquisition transaction and integration costs 2,738  3,405  29,867  6,143  40,402

Asset impairment charges 26,101  103,086  1,844  129,187  1,844

Restructuring charges 2,882  1,591  —  4,473  —

Gain on reimbursement of drilling equipment (5,943) (6,120) (9,973) (12,063) (19,376)

Other (gain) loss on sale of assets (1,305) 1,926  (884) 621  789

969,282  1,076,937  973,876  2,046,219  1,560,292

OPERATING INCOME (LOSS) (36,920) (59,911) 42,163  (96,831) 133,049

Other income (expense)

Interest and dividend income 2,155  2,758  7,257  4,913  28,998

Interest expense (25,814) (25,607) (28,338) (51,421) (50,636)

Gain on investment securities 14,391  929  27,788  15,320  14,421

Foreign currency exchange gain (loss) 2,952  27  (6,018) 2,979  (6,921)

Other (3,327) (1,926) 1,596  (5,253) 1,956

(9,643) (23,819) 2,285  (33,462) (12,182)

Income (loss) before income taxes (46,563) (83,730) 44,448  (130,293) 120,867

Income tax expense 9,298  11,201  41,462  20,499  63,109

NET INCOME (LOSS) (55,861) (94,931) 2,986  (150,792) 57,758

Net income attributable to non-controlling interest 2,748  1,775  1,332  4,523  1,332

NET INCOME (LOSS) ATTRIBUTABLE TO HELMERICH & PAYNE, INC. $ (58,609) $ (96,706) $ 1,654  $ (155,315) $ 56,426

Earnings (loss) per share attributable to Helmerich & Payne, Inc:

Basic $ (0.59) $ (0.98) $ 0.01  $ (1.57) $ 0.56

Diluted $ (0.59) $ (0.98) $ 0.01  $ (1.57) $ 0.56

Weighted average shares outstanding:

Basic 99,878  99,544  99,360  99,709  99,111

Diluted 99,878  99,544  99,381  99,709  99,128

Page 8

News Release

May 6, 2026

HELMERICH & PAYNE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, September 30,

(in thousands except share data and share amounts) 2026 2025

ASSETS

Current Assets:

Cash and cash equivalents $ 177,196  $ 196,848

Restricted cash 25,521  27,412

Short-term investments 21,951  21,496

Accounts receivable, net of allowance of $19,823 and $19,647, respectively

810,613  782,644

Inventories of materials and supplies, net 330,542  324,326

Prepaid expenses and other, net 82,357  97,518

Assets held-for-sale 24,506  15,231

Total current assets 1,472,686  1,465,475

Investments, net 85,611  68,198

Property, plant and equipment, net 3,977,180  4,313,074

Other Noncurrent Assets:

Goodwill 183,795  182,854

Intangible assets, net 444,059  485,540

Operating lease right-of-use assets 111,801  123,598

Other assets, net 61,135  66,999

Total other noncurrent assets 800,790  858,991

Total assets $ 6,336,267  $ 6,705,738

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 177,213  $ 217,923

Dividends payable 25,421  25,199

Accrued liabilities 514,422  564,855

Current portion of long-term debt, net 146,257  6,859

Total current liabilities 863,313  814,836

Noncurrent Liabilities:

Long-term debt, net 1,856,176  2,057,084

Deferred income taxes 617,911  624,000

Retirement benefit obligation 99,790  109,864

Other 269,220  270,616

Total noncurrent liabilities 2,843,097  3,061,564

Shareholders' Equity:

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

11,222  11,222

Preferred stock, no par value, 1,000,000 shares authorized, no shares issued

—  —

Additional paid-in capital 506,523  513,050

Retained earnings 2,412,788  2,619,090

Accumulated other comprehensive income 43,496  44,964

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

(445,250) (463,536)

Non-controlling interest 101,078  104,548

Total shareholders’ equity 2,629,857  2,829,338

Total liabilities and shareholders' equity $ 6,336,267  $ 6,705,738

Page 9

News Release

May 6, 2026

HELMERICH & PAYNE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,

(in thousands) 2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Depreciation and amortization 362,653  256,737

Asset impairment charge 129,187  1,844

Amortization of debt discount and debt issuance costs 2,527  3,462

Stock-based compensation 19,674  14,949

Gain on investment securities (15,320) (14,421)

Gain on reimbursement of drilling equipment (12,063) (19,376)

Other loss on sale of assets 621  789

Deferred income tax (5,989) (34,313)

Other (3,729) 1,951

Changes in assets and liabilities (107,761) (54,976)

Net cash provided by operating activities 219,008  214,404

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures (130,425) (265,234)

Purchase of short-term investments (35,168) (102,510)

Purchase of long-term investments (1,038) (1,461)

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

Proceeds from sale of short-term investments 33,192  364,078

Insurance proceeds from involuntary conversion

—  2,366

Proceeds from asset sales 21,803  26,090

Other (686) —

Net cash used in investing activities (112,322) (1,815,523)

CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid

(50,659) (50,328)

Distributions to non-controlling interests (7,842) —

Proceeds from debt issuance —  400,000

Debt issuance costs —  (2,629)

Payments for employee taxes on net settlement of equity awards (6,151) (10,607)

Payments on unsecured long-term debt (60,000) (25,000)

Other (3,430) (329)

Net cash provided by (used in) financing activities (128,082) 311,107

Effect of exchange rate changes on cash, cash equivalents and restricted cash (471) 6,406

Net decrease in cash, cash equivalents and restricted cash (21,867) (1,283,606)

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

Cash, cash equivalents and restricted cash, end of period $ 204,033  $ 245,054

Page 10

News Release

May 6, 2026

HELMERICH & PAYNE, INC.

SEGMENT REPORTING Three Months Ended Six Months Ended

March 31, December 31, March 31, March 31, March 31,

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

NORTH AMERICA SOLUTIONS

Operating revenues $ 517,245  $ 563,938  $ 599,694  $ 1,081,183  $ 1,197,839

Direct operating expenses 302,038  325,133  334,073  627,171  666,420

Depreciation and amortization 82,955  84,244  87,151  167,199  175,487

Research and development 7,115  6,408  9,502  13,523  18,943

Selling, general and administrative expense 13,401  14,022  15,484  27,423  31,294

Acquisition transaction and integration costs —  —  34  —  34

Asset impairment charges —  97,922  1,507  97,922  1,507

Restructuring charges 402  —  —  402  —

Segment operating income $ 111,334  $ 36,209  $ 151,943  $ 147,543  $ 304,154

Financial Data and Other Operating Statistics1:

Direct margin (Non-GAAP)2

$ 215,207  $ 238,805  $ 265,621  $ 454,012  $ 531,419

Revenue days3

12,208 13,126 13,416 25,334 27,123

Average active rigs4

136 143 149 139 149

Number of active rigs at the end of period5

137 139 150 137 150

Number of available rigs at the end of period 203 203 224 203 224

Reimbursements of "out-of-pocket" expenses $ 60,401  $ 72,797  $ 77,607  $ 133,198  $ 146,034

INTERNATIONAL SOLUTIONS

Operating revenues 218,321  $ 234,288  $ 247,909  $ 452,609  $ 295,389

Direct operating expenses 206,826  205,573  220,983  412,399  275,411

Depreciation and amortization 79,257  78,121  57,153  157,378  61,981

Selling, general and administrative expense 4,249  4,145  4,546  8,394  7,254

Acquisition transaction and integration costs 1,198  436  210  1,634  210

Asset impairment charges 26,101  —  —  26,101  —

Restructuring charges 302  1,318  —  1,620  —

Segment operating loss $ (99,612) $ (55,305) $ (34,983) $ (154,917) $ (49,467)

Financial Data and Other Operating Statistics1:

Direct margin (Non-GAAP)2

$ 11,495  $ 28,715  $ 26,926  $ 40,210  $ 19,978

Revenue days3

5,492 5,444 6,198 10,936 7,887

Average active rigs4

61 59 69 60 43

Number of active rigs at the end of period5

64 59 76 64 76

Number of available rigs at the end of period 130 131 153 130 153

Reimbursements of "out-of-pocket" expenses $ 12,785  $ 11,768  $ 8,470  $ 24,553  $ 10,589

OFFSHORE SOLUTIONS

Operating revenues $ 171,378  $ 188,282  $ 149,080  $ 359,660  $ 178,290

Direct operating expenses 144,495  157,280  122,904  301,775  145,565

Depreciation and amortization 9,862  10,820  7,777  20,682  9,757

Selling, general and administrative expense 2,654  1,044  964  3,698  2,028

Acquisition transaction and integration costs 352  573  60  925  60

Asset impairment charges —  2,128  —  2,128  —

Segment operating income $ 14,015  $ 16,437  $ 17,375  $ 30,452  $ 20,880

Financial Data and Other Operating Statistics1:

Direct margin (Non-GAAP)2

$ 26,883  $ 31,002  $ 26,176  $ 57,885  $ 32,725

Revenue days3

270 276 270 546 546

Average active rigs4

3 3 3 3 3

Number of active rigs at the end of period5

3 3 3 3 3

Number of available rigs at the end of period 4 4 7 4 7

Reimbursements of "out-of-pocket" expenses $ 27,575  $ 39,664  $ 26,936  $ 67,239  $ 34,161

(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. 90 days for the three months ended March 31, 2026 and March 31, 2025, 92 days for the three months ended December 31, 2025 and 182 days for the six months ended March 31, 2026 and March 31, 2025)

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

Page 11

News Release

May 6, 2026

Segment operating income (loss) for all segments is a non-GAAP financial measure of the Company’s performance, as it excludes gain on reimbursement of drilling equipment, other gain (loss) on sale of assets, corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction and integration costs, corporate asset impairment charges, and corporate restructuring charges. The Company considers segment operating income (loss) to be an important supplemental measure of operating performance for presenting trends in the Company’s core businesses. This measure is used by the Company to facilitate period-to-period comparisons in operating performance of the Company’s reportable segments in the aggregate by eliminating items that affect comparability between periods. The Company believes that segment operating income (loss) is useful to investors because it provides a means to evaluate the operating performance of the segments and the Company on an ongoing basis using criteria that are used by our internal decision makers. Additionally, it highlights operating trends and aids analytical comparisons. However, segment operating income (loss) has limitations and should not be used as an alternative to operating income or loss, a performance measure determined in accordance with GAAP, as it excludes certain costs that may affect the Company’s operating performance in future periods.

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

Three Months Ended Six Months Ended

March 31, December 31, March 31, March 31, March 31,

(in thousands) 2026 2025 2025 2026 2025

Operating income (loss)

North America Solutions $ 111,334  $ 36,209  $ 151,943  $ 147,543  $ 304,154

International Solutions (99,612) (55,305) (34,983) (154,917) (49,467)

Offshore Solutions 14,015  16,437  17,375  30,452  20,880

Other (7,397) (1,223) (1,375) (8,620) (601)

Eliminations (2,507) (795) (8,463) (3,302) (8,361)

Segment operating income (loss) 15,833  (4,677) 124,497  11,156  266,605

Gain on reimbursement of drilling equipment 5,943  6,120  9,973  12,063  19,376

Other gain (loss) on sale of assets 1,305  (1,926) 884  (621) (789)

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

(60,001) (59,428) (93,191) (119,429) (152,143)

Operating income (loss) (36,920) (59,911) 42,163  (96,831) 133,049

Other income (expense):

Interest and dividend income 2,155  2,758  7,257  4,913  28,998

Interest expense (25,814) (25,607) (28,338) (51,421) (50,636)

Gain on investment securities 14,391  929  27,788  15,320  14,421

Foreign currency exchange gain (loss) 2,952  27  (6,018) 2,979  (6,921)

Other (3,327) (1,926) 1,596  (5,253) 1,956

Total other income (expense) (9,643) (23,819) 2,285  (33,462) (12,182)

Income (loss) before income taxes $ (46,563) $ (83,730) $ 44,448  $ (130,293) $ 120,867

Page 12

News Release

May 6, 2026

NON-GAAP MEASUREMENTS

NON-GAAP RECONCILIATION OF SELECT ITEMS AND ADJUSTED NET LOSS(**)

Three Months Ended March 31, 2026

(in thousands, except per share data) Pretax Tax Impact Net EPS

Net loss (GAAP basis) $ (58,609) $ (0.59)

(-) Gain on investment security 14,391  3,267  11,124  0.11

(-) International asset abandonment (1,000) —  (1,000) (0.01)

(-) Acquisition transaction and integration costs (2,738) (300) (2,438) (0.02)

(-) Restructuring charges (2,882) (256) (2,626) (0.03)

(-) Changes in actuarial assumptions on estimated liabilities (3,669) (834) (2,835) (0.03)

(-) Impairment expense (26,101) (3,498) (22,603) (0.23)

Adjusted net loss $ (38,231) $ (0.38)

Three Months Ended December 31, 2025

(in thousands, except per share data) Pretax Tax Impact Net EPS

Net loss (GAAP basis) $ (96,706) $ (0.98)

(-) Changes in actuarial assumptions on estimated liabilities 1,607  365  1,242  0.01

(-) Gain on investment security 929  211  718  0.01

(-) Restructuring charges (1,591) —  (1,591) (0.02)

(-) Acquisition transaction and integration costs (3,405) (386) (3,019) (0.03)

(-) Impairment expense (103,086) (23,401) (79,685) (0.80)

Adjusted net loss $ (14,371) $ (0.15)

(**)The Company believes identifying and excluding select items is useful in assessing and understanding current operational performance, especially in making comparisons over time involving previous and subsequent periods and/or forecasting future period results. Select items are excluded as they are deemed to be outside of the Company's core business operations.

Page 13

News Release

May 6, 2026

NON-GAAP RECONCILIATION OF DIRECT MARGIN

Direct margin is considered a non-GAAP metric. We define "direct margin" as operating revenues (less reimbursements) less direct operating expenses (less reimbursements). 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 GAAP and should therefore be considered only as supplemental to such GAAP financial measures.

The following table reconciles direct margin to segment operating income (loss), which we believe is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to direct margin.

Three Months Ended Six Months Ended

March 31, December 31, March 31, March 31, March 31,

(in thousands) 2026 2025 2025 2026 2025

NORTH AMERICA SOLUTIONS

Segment operating income $ 111,334  $ 36,209  $ 151,943  $ 147,543  $ 304,154

Add back:

Depreciation and amortization 82,955  84,244  87,151  167,199  175,487

Research and development 7,115  6,408  9,502  13,523  18,943

Selling, general and administrative expense 13,401  14,022  15,484  27,423  31,294

Acquisition transaction and integration costs —  —  34  —  34

Asset impairment charge —  97,922  1,507  97,922  1,507

Restructuring charges 402  —  —  402  —

Direct margin (Non-GAAP) $ 215,207  $ 238,805  $ 265,621  $ 454,012  $ 531,419

INTERNATIONAL SOLUTIONS

Segment operating loss $ (99,612) $ (55,305) $ (34,983) $ (154,917) $ (49,467)

Add back:

Depreciation and amortization 79,257  78,121  57,153  157,378  61,981

Selling, general and administrative expense 4,249  4,145  4,546  8,394  7,254

Acquisition transaction and integration costs 1,198  436  210  1,634  210

Asset impairment charge 26,101  —  —  26,101  —

Restructuring charges 302  1,318  —  1,620  —

Direct margin (Non-GAAP) $ 11,495  $ 28,715  $ 26,926  $ 40,210  $ 19,978

OFFSHORE SOLUTIONS

Segment operating income $ 14,015  $ 16,437  $ 17,375  $ 30,452  $ 20,880

Add back:

Depreciation and amortization 9,862  10,820  7,777  20,682  9,757

Selling, general and administrative expense 2,654  1,044  964  3,698  2,028

Acquisition transaction and integration costs 352  573  60  925  60

Asset impairment charges —  2,128  —  2,128  —

Direct margin (Non-GAAP) $ 26,883  $ 31,002  $ 26,176  $ 57,885  $ 32,725

Page 14

News Release

May 6, 2026

NON-GAAP RECONCILIATION OF ADJUSTED EBITDA

Adjusted EBITDA and 'Select Items' are considered to be non-GAAP metrics. Adjusted EBITDA is defined as net income (loss) before taxes, depreciation and amortization, gains and losses on asset sales, other income and expense - which includes interest income and interest expense, and excludes the impact of 'select items' which management defines as certain items that do not reflect the ongoing performance of our core business operations. These metrics are included as supplemental disclosures as management uses them to assess and understand current operational performance, especially in analyzing historical trends which are used in forecasting future period results. For this reason, we believe this measure will be useful to information to investors. The presence of non-GAAP metrics is not intended to suggest that such measures should be considered as a substitute for certain GAAP metrics and, given that not all companies define Adjusted EBITDA the same way, this financial measure may not be comparable to similarly titled metrics disclosed by other companies.

The following table reconciles adjusted EBITDA to net income (loss), which we believe is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to direct margin.

Three Months Ended Six Months Ended

March 31, December 31, March 31, March 31, March 31,

(in thousands) 2026 2025 2025 2026 2025

Net income (loss) attributable to Helmerich and Payne, Inc. $ (58,609) $ (96,706) $ 1,654  $ (155,315) $ 56,426

Add back:

Net income attributable to non-controlling interest 2,748  1,775  1,332  4,523  1,332

Income tax expense 9,298  11,201  41,462  20,499  63,109

Other (income) expense

Interest and dividend income (2,155) (2,758) (7,257) (4,913) (28,998)

Interest expense 25,814  25,607  28,338  51,421  50,636

Gain on investment securities (14,391) (929) (27,788) (15,320) (14,421)

Foreign currency exchange (gain) loss (2,952) (27) 6,018  (2,979) 6,921

Other 3,327  1,926  (1,596) 5,253  (1,956)

Depreciation and amortization 180,734  181,919  157,657  362,653  256,737

Acquisition transaction and integration costs 2,738  3,405  29,867  6,143  40,402

Asset impairment charges 26,101  103,086  1,844  129,187  1,844

Restructuring charges 2,882  1,591  —  4,473  —

Other (gain) loss on sale of assets (1,305) 1,926  (884) 621  789

Excluding Select Items (Non-GAAP)

Change in actuarial assumptions on estimated liabilities 3,669  (1,607) 10,857  2,062  10,857

Gains related to an insurance claim —  —  —  —  (2,366)

Adjusted EBITDA (Non-GAAP) $ 177,899  $ 230,409  $ 241,504  $ 408,308  $ 441,312

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