Helmerich Payne Inc

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, 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 and the time required to consummate the Acquisition;

•our ability to achieve the strategic and other objectives relating to the proposed Acquisition;

•the risk that regulatory approvals for the Acquisition are not obtained or are obtained subject to conditions that are not anticipated;

•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;

•the impact and effects of public health crises, pandemics and epidemics, such as the COVID-19 pandemic;

•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 and state 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, currency fluctuations, and instability of financial institutions, and their impact on the Company;

•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;

•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;

•our current backlog of drilling services and solutions revenue may not be ultimately 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, such as the COVID-19 pandemic;

•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;

•the effect of public and investor sentiment towards climate change, fossil fuels and other environmental, social and governance ("ESG") matters on our cost of capital and the price of our common stock;

KCA Deutag Acquisition Related Risks

•we will incur a substantial amount of additional debt;

•we may be unable to fulfill a number of closing conditions;

•we may be unable to successfully integrate KCA Deutag's business;

•our business relationships may be subject to disruption due to uncertainty associated with the Acquisition;

•we may lose management personnel or other key employees due to uncertainty associated with the Acquisition;

•we may fail to complete the Acquisition altogether or fail to complete it on the initial terms agreed to;

•we will incur significant transaction costs in connection with the Acquisition;

•we may encounter new obstacles operating in different geographic regions; and

•the pendency of the Acquisition could adversely affect our business.