Material Agreement Form 8 K

Notes and Indenture

On September 17, 2024, Helmerich & Payne, Inc. (the "Company" or "we") completed its previously announced private offering (the "Offering") of (i) $350,000,000 aggregate principal amount of its 4.650% senior notes due 2027 (the "2027 Notes"), (ii) $350,000,000 aggregate principal amount of its 4.850% senior notes due 2029 (the "2029 Notes") and (iii) $550,000,000 aggregate principal amount of its 5.500% senior notes due 2034 (the "2034 Notes" and, together with the 2027 Notes and the 2029 Notes, the "Notes") to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

The Notes were issued pursuant to that certain indenture, dated as of December 20, 2018 (the "Base Indenture"), by and among the Company, Helmerich & Payne International Drilling Co. and Computershare Trust Company, N.A. (as successor toWells Fargo Bank, National Association), as trustee (the "Trustee"), as supplemented by (i) with respect to the 2027 Notes, the Third Supplemental Indenture, dated as of September 17, 2024 (the "Third Supplemental Indenture"), by and between the Company and the Trustee, (ii) with respect to the 2029 Notes, the Fourth Supplemental Indenture, dated as of September 17, 2024 (the "Fourth Supplemental Indenture"), by and between the Company and the Trustee and (iii) with respect to the 2034 Notes, as supplemented by the Fifth Supplemental Indenture, dated as of September 17, 2024 (the "Fifth Supplemental Indenture" and, together with the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the "Indenture"), by and between the Company and the Trustee.

The 2027 Notes will mature on December 1, 2027 and bear interest at a rate of 4.650% per annum, the 2029 Notes will mature on December 1, 2029 and bear interest at a rate of 4.850% per annum and the 2034 Notes will mature on December 1, 2034 and bear interest at a rate of 5.500% per annum. Interest on the Notes will be payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2025, to persons who are registered holders of the Notes on the immediately preceding May 15 or November 15, respectively.

The Notes are the Company's general unsecured obligations and are effectively junior in right of payment to any of the Company's future secured debt to the extent of the value of the collateral therefor, equal in right of payment with all of the Company's existing and future unsecured unsubordinated debt, senior in right of payment to any of the Company's future senior subordinated or subordinated debt and structurally subordinated to all debt and other liabilities of the Company's subsidiaries.

The Company intends to use the net proceeds from the sale of the Notes, together with borrowings under its term loan credit facility and cash on hand, to (i) finance the purchase price for its previously announced pending acquisition of KCA Deutag International Limited, a private company limited by shares incorporated in Jersey ("KCA Deutag," and such acquisition, the "KCA Deutag Acquisition"), pursuant to that certain Sale and Purchase Agreement, dated as of July 25, 2024 (the "Purchase Agreement"), among the Company, the Majority Sellers named therein, the Management Seller named therein, Ocorian Limited, a private company limited by shares incorporated in Jersey, HP Global Holdings Limited, a private company limited by shares incorporated in Jersey and a wholly owned subsidiary of the Company, and, for certain purposes set forth therein, KCA Deutag, (ii) repay certain of KCA Deutag's outstanding indebtedness and (iii) pay related fees and expenses.

If (i) the consummation of the KCA Deutag Acquisition does not occur on or before the later of (x) October 25, 2025 and (y) such date to which we may agree to extend the "Long Stop Date" under the Purchase Agreement (the "Special Mandatory Redemption Outside Date"), (ii) prior to the Special Mandatory Redemption Outside Date, the Purchase Agreement is terminated without the consummation of the KCA Deutag Acquisition, or (iii) we otherwise notify the Trustee that we will not pursue the consummation of the KCA Deutag Acquisition, we will be required to redeem the Notes of each series then outstanding (such redemption, the "Special Mandatory Redemption"), at a special mandatory redemption price equal to 101% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date upon which such Notes will be redeemed.