Helmerich Payne Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Helmerich & Payne, Inc.

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Message From Our CEO

To our Stockholders,

We operate in a cyclical and volatile industry, which creates a unique set of challenges and opportunities. Fiscal 2023 was no exception in that regard. The fiscal year started out strong with expectations that we would reach over 190 rigs working in our North America Solutions segment. However, as the year unfolded, geopolitical and economic factors created uncertainty in the global crude oil market and a relatively warm winter in the U.S. caused declines in natural gas prices, which caused a meaningful reduction in the demand for rigs in the U.S. Consequently, we ended the fiscal year operating 147 rigs in our North America Solutions segment.

The Company quickly adapted to the changing market conditions, while at the same time remaining attentive to generating reasonable economic returns. As such, our direct margins held up relatively well during the fiscal year despite the decline in rig activity. Our focus on contract economics and persistent efforts to monetize the value we create for customers overrode the historical industry behavior of prioritizing market share in a declining market. We believe that our long history of drilling experience enables us to drive value for customers through operations and technology solutions, and it is the consistent and reliable delivery of those outcomes that will ultimately drive market share rather than short-term rate concessions. As a result, the Company was able to generate returns in excess of its estimated cost of capital during fiscal 2023 in the face of challenging market conditions.

We believe that part of our success in being a sustainable company is having a multi-pronged approach to capital allocation. First, we begin with upholding the Company’s established strong financial position, balance sheet strength, and fiscal prudence. These provide a stable backdrop that enables us to consistently plan and act in a way that we believe maximizes long-term outcomes, rather than worrying about survival in times of industry turmoil. Second, we look to invest in internal projects with attractive returns. Our annual capex plans for the year ahead reflect investments that maintain the competitive nature of our North American Solutions FlexRig® fleet, including capital spending deferments that were made during the pandemic years as well as support our international expansion and diversification strategy. Third and finally, we seek to uphold our longstanding commitment to provide returns to stockholders. Last year, we were one of the first companies in the oilfield service industry to announce and institute a supplemental cash return plan for stockholders. The plan balanced visibility and flexibility and we not only maintained a competitive dividend yield, but also took advantage of what we viewed as dislocations in our stock price to opportunistically repurchase shares. In fiscal 2023, the combination of our long-established base dividend, an inaugural supplemental dividend, and share repurchases ultimately allowed us to return capital to stockholders equivalent to approximately 10% of the Company’s average market cap for the year. As we headed forward to fiscal 2024, we refreshed the plan based on current market conditions and expectations, substantially retaining the same basic flexible structure as the previous year.

We are proud of what we achieved in fiscal 2023, but remain cognizant that we will need to continue to navigate through the uncertainties associated with our business and industry in the coming quarters and years. We recognize the need to have a long-term focus built on strong fundamentals, but also maintain a nimble mindset to adjust to changing market conditions. These beliefs and actions are a product of our corporate value of “Do the Right Thing.” We will continue our related efforts to make prudent financial decisions and investments, to operate in a safe and environmentally responsible manner, and to minimize any potentially negative safety incidents or environmental impacts.

Sincerely,

John W. Lindsay

President and Chief Executive Officer

January 17, 2024

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Notice of Annual Meeting of Stockholders

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Helmerich & Payne, Inc. (the “Company”) will be held for the following purposes:

The Annual Meeting will be virtual only and will be conducted via live webcast. Our virtual Annual Meeting has been designed to provide stockholders with similar opportunities to participate as they would have had at an in-person meeting. You will be able to participate in the Annual Meeting online and submit questions during the Annual Meeting atwww.virtualshareholdermeeting.com/HP2024. You will also be able to vote your shares electronically (other than shares held through our employee benefit plans which must be voted prior to the Annual Meeting). The proxy statement provides information on how to join the Annual Meeting online and about the business we plan to conduct.

Your vote is important! Whether or not you expect to attend the Annual Meeting online, please vote as promptly as possible so that we may be assured of a quorum to transact business. You may vote by using the Internet, telephone, or by completing, signing, dating and returning the proxy mailed to those who receive a paper copy, or by attending the Annual Meeting online atwww.virtualshareholdermeeting.com/HP2024 using your control number and casting your shares electronically on February 27, 2024. The Notice of Internet Availability of Proxy Materials and the proxy materials are first being made available to our stockholders on or about January 17, 2024.

We encourage you to review these proxy materials and vote your shares before the Annual Meeting.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Proxy Statement, including without limitation, statements regarding our future financial position, business strategy and plans, including stockholder return plans, and objectives of management for future operations are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “commit,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “goal,” “continue,” or the negative thereof or similar terminology. Forward-looking statements are based upon current plans, estimates, and expectations surrounding, among other things, rig pricing, activity levels, margins, cash generation, capital expenditures, and other investment opportunities that are subject to risks, uncertainties, and assumptions. 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. Actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved. For a more detailed discussion of important factors that could cause actual results to differ materially from our expectations or results discussed in the forward-looking statements, see the information under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Form 10-K filed with the SEC.

Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Statements regarding our goals are not guarantees or promises that they will be met. Website references included throughout are provided for convenience only, and the contents of our websites do not constitute a part of and are not incorporated by reference into this proxy statement.