DEFA14A 1 tm261920d3_defa14a.htm DEFA14A

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. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Helmerich & Payne, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Your Vote Counts! You invested in HELMERICH & PAYNE, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on March 4, 2026. *Please check the meeting materials for any special requirements for meeting attendance. You can also vote by mail by requesting a paper copy of the materials, which will include a proxy card. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V82791-P41420 Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to February 18, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. HELMERICH & PAYNE, INC. 222 N. DETROIT AVENUE TULSA, OK 74120 HELMERICH & PAYNE, INC. 2026 Annual Meeting Location: Meeting live via the Internet at www.virtualshareholdermeeting.com/HP2026 Vote by March 3, 2026 11:59 PM ET. For shares held in an employee benefit plan, vote by March 1, 2026 11:59 PM ET. Vote Virtually at the Meeting* March 4, 2026 12:00 p.m., Central Time Virtually at: www.virtualshareholdermeeting.com/HP2026 The company will be hosting the meeting virtually via the Internet this year. To attend the meeting go to www.virtualshareholdermeeting.com/HP2026. Have the control number that is printed above available and follow the instructions.

THIS IS NOT A VOTABLE BALLOT This is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet or by mail. Please follow the instructions on the reverse side to vote these important matters. We encourage you to access and review all of the important information contained in the proxy materials before voting. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V82792-P41420 1. Election of Directors 1a. Raymond John (“Trey”) Adams III For 1b. Delaney M. Bellinger For 1c. Belgacem Chariag For 1d. Kevin G. Cramton For 1e. Randy A. Foutch For 1f. Hans Helmerich For 1g. Elizabeth R. Killinger For 1h. José R. Mas For 1i. Donald F. Robillard, Jr. For 1j. John D. Zeglis For 2. Ratification of Ernst & Young LLP as Helmerich & Payne, Inc.’s independent auditors for 2026. For 3. Advisory vote on executive compensation. For 4. Approval of the Helmerich & Payne, Inc. Amended and Restated 2024 Omnibus Incentive Plan. For NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

SEC Form DEFA14A filed by Helmerich & Payne Inc.