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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$35.41+0.5%Stored close · as of Nov 9, 2026

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Contents

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.

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.

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