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,

The Company delivered on not only another strong operational and financial year in fiscal 2024, it also took major steps in increasing its global presence. Every year presents its own array of challenges, often stemming from supply and demand dynamics affecting crude oil and natural gas prices. Despite these hurdles, working closely with our

customers and leveraging performance contracts drive better results. Our technology and our dedicated employee base are key components of this success and will continue to drive our future achievements.

Despite a roughly 5% decline in the overall U.S. rig count, our North America Solutions (“NAS”) segment maintained a stable rig count and accreted market share, ending the fiscal year at 151 active rigs. The NAS segment also sustained healthy direct margins, showcasing the effectiveness of our drilling solutions approach and our commitment to delivering tangible results. These results reflect our unwavering focus on creating value for our customers through contract economics and operational excellence. We continue to prioritize safety and making smart financial decisions that keep our margins healthy and generating value for our stockholders.

Fiscal 2024 marked a couple of significant milestones in H&P’s history. The Company commenced operations in Saudi Arabia, as a result of two successful rig tenders. Once all these rigs begin operations, we will have eight rigs working in unconventional natural gas plays for Saudi Aramco. Additionally, we announced our intent to acquire KCA Deutag International Limited (“KCA Deutag”), which closed in January 2025. This transformative transaction accelerates H&P’s international growth strategy, enhancing our global scale, diversification, and cash flow profile. The addition of KCA Deutag significantly expands our presence in key Middle Eastern energy markets, as well as in South America, Europe, and Africa. It also adds an asset-lite, complementary offshore management contract business.

In fiscal 2024, in addition to investing for the long term with strategic growth opportunities, we also returned a significant amount of capital to stockholders. Approximately $220 million of free cash flow was allocated to a base dividend, a supplemental dividend, and share repurchases. Moving forward, we plan to continue to allocate approximately $100 million to our annual base dividend of $1 per share, with a focus on using the remaining free cash flow to reduce the debt incurred from the KCA Deutag acquisition.

Looking ahead to fiscal 2025, our focus will be on integration and growth. Welcoming KCA Deutag into the H&P family presents an exciting opportunity to expand our global reach and enhance the value we deliver to our customers. Together, we will remain committed to safety, operational excellence, and creating value for all stakeholders.

H&P is an industry leader, and our steadfast dedication to operational excellence, international expansion, and stockholder value remains unwavering. I am proud of how we continue to control what we can and work to move our company forward. Our relentless focus on innovation, customer value, and disciplined execution positions us well to navigate the challenges and opportunities of the years ahead.

Sincerely,

John W. Lindsay

President and Chief Executive Officer

January 22, 2025

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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/HP2025. 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/HP2025 using your control number and casting your shares electronically on March 5, 2025. The Notice of Internet Availability of Proxy Materials and the proxy materials are first being made available to our stockholders on or about January 22, 2025.

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 the Company, its investors or other stakeholders or required to be disclosed in the Company’s filings with the SEC or under any other laws or requirements that may be applicable to the Company. 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.