Helmerich & Payne, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Message From Our CEO

To our Stockholders,

Fiscal year 2025 marked a major turning point for H&P, underscored by the completion of our acquisition of KCA Deutag International Limited (“KCA Deutag”). Despite a rapidly evolving and demanding upstream environment, our global team consistently delivered excellent outcomes for our customers by staying resilient and executing effectively. At the same time, we made significant progress toward our strategic goals. I am proud of how our teams navigated both opportunities and challenges with steadfast focus, professionalism, and commitment — qualities that continue to define H&P.

Strengthening Our Balance Sheet

A central priority this year has been strengthening our financial position. Through October, we repaid $210 million on our term loan, and we now expect to fully retire the remaining balance of the original $400 million ahead of schedule by the third fiscal quarter of 2026. This accelerated timeline reflects our disciplined approach to capital allocation and further enhances our financial flexibility — enabling continued investment in our people, technology, safety, and operational capabilities, while reinforcing our ability to deliver enhanced shareholder returns.

Operational Excellence and Record Performance in North America Solutions

North America Solutions (“NAS”) delivered exceptional performance, once again setting the standard for operational excellence and technological innovation in our industry. NAS achieved a significant profitability milestone this year, reflecting the strength of our differentiated drilling solutions and reinforcing our leadership position in the U.S. land market. Our teams continued to advance and deploy technologies that improve drilling efficiency, enhance wellbore quality and deliver more consistent outcomes for our customers. These results demonstrate the competitive advantages created by our integrated solutions, our digital technologies, and the commitment of our NAS workforce to continuous improvement.

Advancing Integration and Building Scale Internationally

We also made meaningful progress navigating a challenging international environment and accelerating the integration of KCA Deutag. The combination of our two organizations has strengthened our global operating model, improved alignment, and expanded our international scale. Today, H&P operates the largest active onshore drilling fleet in the world — a platform that enhances our long-term competitiveness.

While some markets remained soft at points during the year, we are encouraged by renewed momentum in Saudi Arabia, where we recently received notifications for several rigs to resume operations in early 2026. This development signals strong customer confidence and rising activity levels in one of the world’s most strategic drilling markets. We are also optimistic about the broader MENA region, where long-term growth opportunities continue to emerge.

Our Offshore Solutions business remained a bright spot, delivering steady results, strong customer relationships, and generating a resilient stream of recurring revenue that complements our broader portfolio.

Positioning H&P for the Future

Looking ahead, we remain focused on positioning H&P for long-term success. This year we elevated several key leaders across the organization, aligning our talent and global structure to support scale, operational excellence and a more integrated international business. We are also making progress in optimizing our business portfolio, exiting

​ or consolidating certain operations while sharpening our focus on the markets and product lines that create the greatest value for shareholders. Our capital allocation philosophy remains unchanged: maintain a strong balance sheet, invest selectively and strategically in our business and enhance shareholder returns over time. We believe this disciplined approach, paired with our technological leadership and global footprint, positions us well for the future.

A Shared Commitment to Performance and Purpose

Throughout the year, our teams continued to operate with safety, integrity and a shared commitment to improving lives through efficient and responsible energy. Their efforts — whether on rigs, in field offices or within our corporate support functions — form the foundation of our performance and the momentum we carry into fiscal 2026.

As we look forward, we do so with confidence. We have the right strategy, the right capabilities and the right people to continue delivering value for our customers, our communities, and you, the shareholders.

Leadership Transition and Looking Ahead

As previously announced, at the conclusion of our Annual Meeting on March 4, 2026, I will retire as Chief Executive Officer, and Trey Adams will assume the role of President and CEO. I will continue to support the company as Senior Advisor through December 2026.

This transition reflects the strength of H&P’s leadership bench and the confidence that both the Board and I have in Trey. He has a deep understanding of this business and has advanced through the organization, led technology-integrated solutions for our customers, and earned the respect of teams across our global operations. He is ready to lead H&P forward.

It has been a privilege to serve this company and our shareholders. I am proud of the progress we have achieved together and confident in the strategy, leadership and people who will carry H&P into its next chapter.

Thank you for your continued trust in H&P.

Sincerely,

John W. Lindsay

Chief Executive Officer

January 22, 2026

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/HP2026. 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/HP2026 using your control number and casting your shares electronically on March 4, 2026. 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, 2026.

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 discussed under the captions titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC. Our forward-looking statements speak only as of the date of this Proxy Statement or as of the date they are made, and except as required by law, we undertake no obligation to update any of these forward-looking statements.

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.