Helmerich & Payne, Inc.
For the period ended Sep 30, 2025. Filed Nov 21, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Nov 21, 2025
HP$35.70+0.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
- 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.
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 00042) | 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 |
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.
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). |
| *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). |
| *10.23 | 2025 Form of Restricted Stock Award for the Helmerich & Payne, Inc. 2024 Omnibus Incentive Plan applicable to certain executives. |
| 19.1 | Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, SEC File No. 001-04221). |
| 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.
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