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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): August 5, 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 August 5, 2026, Helmerich & Payne, Inc. issued a press release announcing its financial results for its third fiscal quarter ended June 30, 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
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

August 5, 2026


EX-99.1 2 q3fy26earningsrelease.htm EX-99.1 Document

        hpunifiedlogocolorlarge202.jpg

Exhibit 99.1
NEWS RELEASE
August 5, 2026

 
HELMERICH & PAYNE, INC. ANNOUNCES FISCAL THIRD QUARTER RESULTS


Operating and Financial Highlights for the Quarter Ended June 30, 2026

H&P announced consolidated revenue of $1.035 billion, reflecting strong sequential growth and solid execution across the portfolio.

Consolidated net income attributable to Helmerich & Payne Inc. of $76 million, or $0.74 per share, which includes a gain of approximately $115 million related to the sale of Utica Square. Adjusted for this and other select items, adjusted losses(1) were $(10) million, or $(0.11) per share.

Consolidated adjusted EBITDA(2) totaled $236 million.

North America Solutions (NAS) reported operating income of $140 million and achieved industry-leading direct margin(3) of $241 million or $18,669 per day.

During the quarter, we deployed 10 additional rigs in response to strong demand from private operators, while also growing daily margins by more than $1,000 sequentially.

International Solutions reported an operating loss of approximately $(54) million and delivered approximately $31 million in direct margin(3).

Experienced strong commercial momentum for our FlexRig® technology in Argentina, securing contracts for five additional rigs, including three rigs to be exported from the U.S. later this year.

Offshore reported operating income of approximately $17 million and generated direct margin(3) of $29 million.

Secured a four-year contract renewal for an operator in Norway, strengthening our offshore backlog to $3.6 billion, including firm and optional contract periods.

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
August 5, 2026








Management Commentary

“H&P delivered strong financial and operational results during the quarter. We generated direct margins that exceeded the midpoint of guidance ranges in all segments as well as strong adjusted EBITDA and free cash flows.” said President and CEO Trey Adams. “Our performance reflects the disciplined execution of our teams and the strength of our diversified global portfolio.”

“While near-term market conditions remain fluid, particularly in the Middle East, underlying trends across our portfolio continue to improve. Recent geopolitical events continue to highlight the importance of energy security and reliable supply, reinforcing the need for continued investment in oil and gas development to help meet global energy demand. Against this backdrop, customer activity remains constructive, supporting demand for high-performance drilling solutions as the industry looks toward 2027."

“In North America Solutions, activity growth was primarily driven by increased drilling demand from private and smaller independent operators. While industry supply and demand dynamics continue to evolve for the super-spec rig market, current conditions continue to support strong utilization levels and solid margin performance. H&P is well equipped to quickly meet rising customer demand, benefiting from our industry leading scale, uniform fleet and reactivation costs.”

“Our International Solutions segment is building momentum across key markets as we leverage the advantages of our large homogeneous fleet and diversified footprint. In Argentina, we are putting additional rigs back to work, supported by development of the Vaca Muerta shale basin. Technology adoption remains strong, and we continue to see attractive growth opportunities driven by resource scale, improving infrastructure, and rising demand for super-spec drilling solutions, which are contributing to organic margin expansion across the segment. In the Middle East, we continued rig reactivations in Saudi Arabia while focusing on the safety of our people and maintaining continuity of operations across our core operating countries.”

“Our Offshore Solutions segment delivered another quarter of strong operational and financial results. This was driven by the achievement of several performance-related bonuses during the quarter. Offshore continues to provide stability and strategic value through its long‑term contract portfolio and strong free cash flow generation,” Adams continued.

Senior Vice President and CFO Todd Scruggs added, “In conjunction with our strong financial performance and improving market outlook, we are embarking on company-wide initiatives focused on increasing efficiency, reducing cost, simplifying our portfolio, and streamlining support functions. These actions are designed to enhance margins, strengthen free cash flow generation, and accelerate deleveraging. As we look ahead, we remain committed to balancing debt reduction, maintaining our base dividend, and investing with discipline to support growth opportunities, ensuring we are well positioned regardless of how market conditions evolve.”

“We are encouraged by the momentum across our business,” Adams concluded. “With our leading super‑
spec fleet, strong international presence, differentiated technology portfolio, and resilient offshore business, we believe H&P is positioned to create long-term value for shareholders. None of that would be possible without the commitment and expertise of our employees, whose focus on safety and operational excellence continues to drive our success.”






Page 3
News Release
August 5, 2026







Operating Segment Results for the Third Quarter of Fiscal Year 2026

North America Solutions: Realized operating income of $140 million, compared with $111 million in the previous quarter. Direct margin(3) increased to $241 million, versus $215 million the previous quarter. On a per-day basis direct margins averaged $18,669 with 142 rigs active for the third fiscal quarter.

International Solutions: Recorded an operating loss of approximately $(54) million, compared with a loss of approximately $(100) million in the prior quarter, which included a $26 million impairment. Direct margin(3) improved significantly totaling $31 million, up from $11 million last quarter. During the third quarter we had an average of 65 rigs working.

Offshore Solutions: Reported operating income of approximately $17 million, compared with $14 million in the previous quarter. Direct margin(3) was $29 million, up from $27 million last quarter, led by performance-related bonuses. We had three active rigs and 30 management contracts in operation during the quarter.


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

Third quarter of fiscal year 2026 net income of $0.74 per diluted share included a net impact of $0.85 per share in after-tax gains and losses comprised of the following:

$0.88 of after-tax gain related to a real estate asset sale
$0.10 of after-tax gain related to involuntary conversion
$0.03 of non-cash after-tax gain related to the change in actuarial assumptions on estimated liabilities
$(0.01) of non-cash after-tax loss related to impairment
$(0.01) of after-tax loss related to restructuring charges
$(0.01) of after-tax loss related to acquisition transaction and integration costs
$(0.13) of non-cash after-tax loss related to investment securities

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

















Page 4
News Release
August 5, 2026








Operational Outlook for the Fourth Quarter of Fiscal Year 2026
 
The guidance below represents our expectations as of the date of this release.

Guidance
4Q’26
FY’26
North America Solutions
Direct Margin ($M)3
$245 - $255
Average Rigs
145 - 151
140 - 144
International Solutions
Direct Margin ($M)3
$25 - $45
Average Rigs
60 – 70
60 – 66
Offshore Solutions
Direct Margin ($M)3
$26 - $30
$113 - $117
Average Rigs / Mgmt. Cont.
30 - 35
30 - 35
Other
Direct Margin ($M)3
$0 - $5


Guidance
FY'26
Gross Capital Expenditures ($M)
$270 - $310
Depreciation
~$700
Research and Development
~$28
Selling, General & Administrative
$265 - $285
Cash Taxes
$150 - $180
Interest Expense
~$100






Page 5
News Release
August 5, 2026







Conference Call

A conference call will be held at 10 a.m. (ET), Thursday, August 6, 2026, with Trey Adams, President and CEO, Todd Scruggs, Senior Vice President and CFO, and other management team members to discuss the Company’s third 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 8620792. 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 “Investor Hub” section, click on “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 August 5, 2026, H&P's fleet includes 202 land rigs in the United States, 127 international land rigs and four offshore platform rigs, plus operating 30 offshore management 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.





Page 6
News Release
August 5, 2026


(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 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 fourth 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) The adjusted measures excluding 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.












Contact: Kris Nicol
Vice President of Investor Relations
investor.relations@hpinc.com



Page 7
News Release
August 5, 2026






HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
(in thousands, except per share amounts) June 30, March 31, June 30, June 30, June 30,
2026 2026 2025 2026 2025
OPERATING REVENUES
Drilling services $ 986,882  $ 906,426  $ 1,037,876  $ 2,874,433  $ 2,724,883 
Other 47,974  25,936  3,048  109,811  9,382 
1,034,856  932,362  1,040,924  2,984,244  2,734,265 
OPERATING COSTS AND EXPENSES
Drilling services operating expenses, excluding depreciation and amortization 684,913  661,180  704,224  2,028,873  1,816,797 
Other operating expenses 44,489  24,799  31,059  100,548  35,700 
Depreciation and amortization 180,960  180,734  179,491  543,613  436,228 
Research and development 5,909  7,016  7,777  19,571  26,558 
Selling, general and administrative 65,849  71,080  65,506  207,373  209,407 
Acquisition transaction and integration costs 1,671  2,738  8,623  7,814  49,025 
Asset impairment charges 1,153  26,101  173,258  130,340  175,102 
Restructuring charges 1,362  2,882  4,681  5,835  4,681 
Gain on involuntary conversion (13,581) —  —  (13,581) — 
Gain on reimbursement of drilling equipment (6,036) (5,943) (6,773) (18,099) (26,149)
Other (gain) loss on sale of assets (120,044) (1,305) 1,347  (119,423) 2,136 
846,645  969,282  1,169,193  2,892,864  2,729,485 
OPERATING INCOME (LOSS) 188,211  (36,920) (128,269) 91,380  4,780 
Other income (expense)
Interest and dividend income 2,280  2,155  2,856  7,193  31,854 
Interest expense (24,439) (25,814) (29,200) (75,860) (79,836)
Gain (loss) on investment securities (16,007) 14,391  (337) (687) 14,084 
Foreign currency exchange gain (loss) 1,885  2,952  (9,216) 4,864  (16,137)
Other (1,411) (3,327) 31,258  (6,664) 33,214 
(37,692) (9,643) (4,639) (71,154) (16,821)
Income (loss) before income taxes 150,519  (46,563) (132,908) 20,226  (12,041)
Income tax expense 72,362  9,298  28,991  92,861  92,100 
NET INCOME (LOSS) 78,157  (55,861) (161,899) (72,635) (104,141)
Net income attributable to non-controlling interest 2,475  2,748  859  6,998  2,191 
NET INCOME (LOSS) ATTRIBUTABLE TO HELMERICH & PAYNE, INC. $ 75,682  $ (58,609) $ (162,758) $ (79,633) $ (106,332)
Earnings (loss) per share attributable to Helmerich & Payne, Inc.:
Basic $ 0.74  $ (0.59) $ (1.64) $ (0.81) $ (1.08)
Diluted $ 0.74  $ (0.59) $ (1.64) $ (0.81) $ (1.08)
Weighted average shares outstanding:
Basic 99,931  99,878  99,422  99,783  99,214 
Diluted 100,030  99,878  99,422  99,783  99,214 


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News Release
August 5, 2026






HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, September 30,
(in thousands except share data and share amounts) 2026 2025
ASSETS
Current Assets:
Cash and cash equivalents $ 204,427  $ 196,848 
Restricted cash 33,552  27,412 
Short-term investments 26,960  21,496 
Accounts receivable, net of allowance of $21,162 and $19,647, respectively
869,464  782,644 
Inventories of materials and supplies, net 325,803  324,326 
Prepaid expenses and other, net 97,592  97,518 
Assets held-for-sale 12,659  15,231 
Total current assets 1,570,457  1,465,475 
Investments, net 72,856  68,198 
Property, plant and equipment, net 3,865,332  4,313,074 
Other Noncurrent Assets:
Goodwill 182,425  182,854 
Intangible assets, net 423,633  485,540 
Operating lease right-of-use assets 109,250  123,598 
Other assets, net 62,821  66,999 
Total other noncurrent assets 778,129  858,991 
Total assets $ 6,286,774  $ 6,705,738 
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 207,365  $ 217,923 
Dividends payable 25,416  25,199 
Accrued liabilities 560,850  564,855 
Current portion of long-term debt, net 6,859  6,859 
Total current liabilities 800,490  814,836 
Noncurrent Liabilities:
Long-term debt, net 1,855,257  2,057,084 
Deferred income taxes 592,397  624,000 
Retirement benefit obligation 98,815  109,864 
Other 269,406  270,616 
Total noncurrent liabilities 2,815,875  3,061,564 
Shareholders' Equity:
Common stock, $0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of June 30, 2026 and September 30, 2025, and 99,935,617 and 99,446,577 shares outstanding as of June 30, 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 514,167  513,050 
Retained earnings 2,463,057  2,619,090 
Accumulated other comprehensive income 30,233  44,964 
Treasury stock, at cost, 12,287,248 shares and 12,776,288 shares as of June 30, 2026 and September 30, 2025, respectively
(444,588) (463,536)
Non-controlling interest 96,318  104,548 
Total shareholders’ equity 2,670,409  2,829,338 
Total liabilities and shareholders' equity $ 6,286,774  $ 6,705,738 


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August 5, 2026






HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30,
(in thousands) 2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (72,635) $ (104,141)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 543,613  436,228 
Asset impairment charge 130,340  175,102 
Amortization of debt discount and debt issuance costs 4,230  4,799 
Stock-based compensation 28,013  22,837 
Gain (loss) on investment securities 687  (14,084)
Gain on involuntary conversion
(13,581) — 
Gain on reimbursement of drilling equipment (18,099) (26,149)
Other (gain) loss on sale of assets (119,423) 2,136 
Deferred income tax (28,980) (64,649)
Other (4,974) 5,832 
Changes in assets and liabilities (76,513) (101,911)
Net cash provided by operating activities 372,678  336,000 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (200,198) (362,232)
Purchase of short-term investments (49,640) (111,678)
Purchase of long-term investments (2,239) (2,055)
Payment for acquisition of business, net of cash acquired —  (1,838,852)
Proceeds from sale of short-term investments 42,542  373,028 
Proceeds from sale of long-term investments —  31,990 
Insurance proceeds from involuntary conversion
2,500  2,366 
Proceeds from asset sales 35,797  34,923 
Proceeds from real estate asset sales 127,667  — 
Other (686) — 
Net cash used in investing activities (44,257) (1,872,510)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid
(76,077) (75,534)
Distributions to non-controlling interests (15,000) (15,380)
Proceeds from debt issuance —  400,000 
Debt issuance costs —  (2,629)
Payments for employee taxes on net settlement of equity awards (6,398) (10,759)
Payments on unsecured long-term debt (200,000) (73,000)
Other (5,145) (2,044)
Net cash provided by (used in) financing activities (302,620) 220,654 
Effect of exchange rate changes on cash, cash equivalents and restricted cash (12,393) 14,322 
Net increase (decrease) in cash, cash equivalents and restricted cash 13,408  (1,301,534)
Cash, cash equivalents and restricted cash, beginning of period 225,900  1,528,660 
Cash, cash equivalents and restricted cash, end of period $ 239,308  $ 227,126 
         





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HELMERICH & PAYNE, INC.
SEGMENT REPORTING Three Months Ended Nine Months Ended
June 30, March 31, June 30, June 30, June 30,
(in thousands, except operating statistics) 2026 2026 2025 2026 2025
NORTH AMERICA SOLUTIONS
Operating revenues $ 562,902  $ 517,245  $ 592,214  $ 1,644,085  $ 1,790,053 
Direct operating expenses 321,686  302,038  326,042  948,857  992,462 
Depreciation and amortization 83,214  82,955  88,078  250,413  263,565 
Research and development 6,015  7,115  7,617  19,538  26,560 
Selling, general and administrative expense 11,282  13,401  10,972  38,705  42,266 
Acquisition transaction and integration costs —  —  —  41 
Asset impairment charges —  —  —  97,922  1,507 
Restructuring charges 393  402  1,849  795  1,849 
Segment operating income $ 140,312  $ 111,334  $ 157,649  $ 287,855  $ 461,803 
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
$ 241,216  $ 215,207  $ 266,172  $ 695,228  $ 797,591 
Revenue days3
12,921 12,208 13,400 38,255 40,523
Average active rigs4
142 136 147 140 148
Number of active rigs at the end of period5
147 137 141 147 141
Number of available rigs at the end of period 202 203 224 202 224
Reimbursements of "out-of-pocket" expenses $ 68,280  $ 60,401  $ 73,268  $ 201,478  $ 219,302 
INTERNATIONAL SOLUTIONS
Operating revenues $ 250,117  $ 218,321  $ 265,803  $ 702,726  $ 561,192 
Direct operating expenses 219,064  206,826  231,695  631,463  507,106 
Depreciation and amortization 74,547  79,257  66,734  231,925  128,715 
Selling, general and administrative expense 9,097  4,249  5,014  17,491  12,268 
Acquisition transaction and integration costs 186  1,198  141  1,820  351 
Asset impairment charges 1,153  26,101  128,352  27,254  128,352 
Restructuring charges 498  302  380  2,118  380 
Segment operating loss $ (54,428) $ (99,612) $ (166,513) $ (209,345) $ (215,980)
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
$ 31,053  $ 11,495  $ 34,108  $ 71,263  $ 54,086 
Revenue days3
5,950 5,492 6,573 16,886 14,460
Average active rigs4
65 61 72 62 53
Number of active rigs at the end of period5
66 64 69 66 69
Number of available rigs at the end of period 127 130 137 127 137
Reimbursements of "out-of-pocket" expenses $ 11,985  $ 12,785  $ 10,736  $ 36,538  $ 21,325 
OFFSHORE SOLUTIONS
Operating revenues $ 174,409  $ 171,378  $ 161,777  $ 534,069  $ 340,067 
Direct operating expenses 145,191  144,495  139,004  446,966  284,569 
Depreciation and amortization 11,023  9,862  12,681  31,705  22,438 
Selling, general and administrative expense 1,337  2,654  1,294  5,035  3,322 
Acquisition transaction and integration costs —  352  —  925  60 
Asset impairment charges —  —  —  2,128  — 
Restructuring charges 58  —  29  58  29 
Segment operating income $ 16,800  $ 14,015  $ 8,769  $ 47,252  $ 29,649 
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
$ 29,218  $ 26,883  $ 22,773  $ 87,103  $ 55,498 
Revenue days3
273 270 273 819 819
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 $ 28,312  $ 27,575  $ 23,043  $ 95,551  $ 57,204 
(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. 91 days for the three months ended June 30, 2026 and June 30, 2025, 90 days for the three months ended March 31, 2026 and 273 days for the nine months ended June 30, 2026 and June 30, 2025).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.


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Segment operating income (loss) for all segments is a non-GAAP financial measure of the Company’s performance, as it excludes gain on involuntary conversion, 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 Nine Months Ended
June 30, March 31, June 30, June 30, June 30,
(in thousands) 2026 2026 2025 2026 2025
Operating income (loss)
North America Solutions $ 140,312  $ 111,334  $ 157,649  $ 287,855  $ 461,803 
International Solutions (54,428) (99,612) (166,513) (209,345) (215,980)
Offshore Solutions 16,800  14,015  8,769  47,252  29,649 
Other 1,344  (7,397) (70,004) (7,276) (70,605)
Eliminations 1,528  (2,507) 6,114  (1,774) (2,247)
Segment operating income (loss) 105,556  15,833  (63,985) 116,712  202,620 
Gain on involuntary conversion 13,581  —  —  13,581  — 
Gain on reimbursement of drilling equipment 6,036  5,943  6,773  18,099  26,149 
Other gain (loss) on sale of assets 120,044  1,305  (1,347) 119,423  (2,136)
Corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction and integration costs, corporate asset impairment charges, and corporate restructuring charges
(57,006) (60,001) (69,710) (176,435) (221,853)
Operating income (loss) 188,211  (36,920) (128,269) 91,380  4,780 
Other expense (37,692) (9,643) (4,639) (71,154) (16,821)
Income (loss) before income taxes $ 150,519  $ (46,563) $ (132,908) $ 20,226  $ (12,041)



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NON-GAAP MEASUREMENTS

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


Three Months Ended June 30, 2026
(in thousands, except per share data) Pretax Tax Impact Net EPS
Net income attributable to Helmerich & Payne Inc. (GAAP basis) $ 75,682  $ 0.74 
(-) Gain related to a real estate asset sale 114,788  26,057  88,731  0.88 
(-) Gain related to involuntary conversion 13,581  3,083  10,498  0.10 
(-) Changes in actuarial assumptions on estimated liabilities 3,666  832  2,834  0.03 
(-) Impairment expense (1,153) —  (1,153) (0.01)
(-) Restructuring charges (1,362) (64) (1,298) (0.01)
(-) Acquisition transaction and integration costs (1,671) (378) (1,293) (0.01)
(-) Loss on investment security (16,007) (3,250) (12,757) (0.13)
Adjusted net loss (Non-GAAP) $ (9,880) $ (0.11)



Three Months Ended March 31, 2026
(in thousands, except per share data) Pretax Tax Impact Net EPS
Net loss attributable to Helmerich & Payne Inc. (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 (Non-GAAP) $ (38,231) $ (0.38)

(**) 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.






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NON-GAAP RECONCILIATION OF 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 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 Nine Months Ended
June 30, March 31, June 30, June 30, June 30,
(in thousands) 2026 2026 2025 2026 2025
NORTH AMERICA SOLUTIONS
Segment operating income $ 140,312  $ 111,334  $ 157,649  $ 287,855  $ 461,803 
Add back:
Depreciation and amortization 83,214  82,955  88,078  250,413  263,565 
Research and development 6,015  7,115  7,617  19,538  26,560 
Selling, general and administrative expense 11,282  13,401  10,972  38,705  42,266 
Acquisition transaction and integration costs —  —  —  41 
Asset impairment charge —  —  —  97,922  1,507 
Restructuring charges 393  402  1,849  795  1,849 
Direct margin (Non-GAAP) $ 241,216  $ 215,207  $ 266,172  $ 695,228  $ 797,591 
INTERNATIONAL SOLUTIONS
Segment operating loss $ (54,428) $ (99,612) $ (166,513) $ (209,345) $ (215,980)
Add back:
Depreciation and amortization 74,547  79,257  66,734  231,925  128,715 
Selling, general and administrative expense 9,097  4,249  5,014  17,491  12,268 
Acquisition transaction and integration costs 186  1,198  141  1,820  351 
Asset impairment charge 1,153  26,101  128,352  27,254  128,352 
Restructuring charges 498  302  380  2,118  380 
Direct margin (Non-GAAP) $ 31,053  $ 11,495  $ 34,108  $ 71,263  $ 54,086 
OFFSHORE SOLUTIONS
Segment operating income $ 16,800  $ 14,015  $ 8,769  $ 47,252  $ 29,649 
Add back:
Depreciation and amortization 11,023  9,862  12,681  31,705  22,438 
Selling, general and administrative expense 1,337  2,654  1,294  5,035  3,322 
Acquisition transaction and integration costs —  352  —  925  60 
Asset impairment charges —  —  —  2,128  — 
Restructuring charges 58  —  29  58  29 
Direct margin (Non-GAAP) $ 29,218  $ 26,883  $ 22,773  $ 87,103  $ 55,498 




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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 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 Adjusted EBITDA.

Three Months Ended Nine Months Ended
June 30, March 31, June 30, June 30, June 30,
(in thousands) 2026 2026 2025 2026 2025
Net income (loss) $ 78,157  $ (55,861) $ (161,899) $ (72,635) $ (104,141)
Add back:
Income tax expense 72,362  9,298  28,991  92,861  92,100 
Other expense 37,692  9,643  4,639  71,154  16,821 
Depreciation and amortization 180,960  180,734  179,491  543,613  436,228 
Acquisition transaction and integration costs 1,671  2,738  8,623  7,814  49,025 
Asset impairment charges 1,153  26,101  173,258  130,340  175,102 
Restructuring charges 1,362  2,882  4,681  5,835  4,681 
Gain on involuntary conversion (13,581) —  —  (13,581) — 
Other (gain) loss on sale of assets (120,044) (1,305) 1,347  (119,423) 2,136 
Excluding Select Items (Non-GAAP)
Change in actuarial assumptions on estimated liabilities (3,666) 3,669  28,932  (1,604) 39,789 
        Gains related to an insurance claim —  —  —  —  (2,366)
Adjusted EBITDA (Non-GAAP) $ 236,066  $ 177,899  $ 268,063  $ 644,374  $ 709,375