1437 South Boulder AvenueTulsa, Oklahoma 74119Proxy Statement 12023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ba | Sequence: 5CHKSUM Content: 50391 Layout: 31017 Graphics: 27205 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps, HP_2023_4C_logo.eps V1.5

Virtual Annual Meeting Information Our Annual Meeting will be held at: Items of Business and Voting Recommendations The Items of business scheduled to be voted on at the Annual Meeting are: Board VotingProposal Recommendation We will also consider any other business that properly comes before the Annual Meeting. WHENTuesday, February 28, 2023 12:00 p.m., Central time RECORD DATEYou may vote if you were a stockholder of record as of the close of business on January 3, 2023 WHEREOnline at www.virtualshareholdermeeting.com/HP2023 1The election of the 10 nominees as Directors • Delaney M. Bellinger • Hans Helmerich • Donald F. Robillard, Jr.• Belgacem Chariag • John W. Lindsay • John D. Zeglis • Kevin G. Cramton • José R. Mas • Randy A. Foutch • Thomas A. Petrie FOR each nominee 2The ratification of the appointment of Ernst & Young LLP as our independent auditors for our fiscal year ending September 30, 2023 FOR 3The advisory vote to approve the compensation of our named executive o​cers disclosed in this proxy statement FOR 4The advisory vote on whether the frequency of stockholder advisory votes to approve the compensation of our named executive o​cers should occur every 1, 2, or 3 years ONE YEAR Our Board of Directors recommends that you vote your shares FORthe 10 Director nominees identifiedunder Proposal 1, FORProposals 2 and 3, and the option of every “ONE YEAR” in Proposal 4. 22023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ba | Sequence: 6CHKSUM Content: 44599 Layout: 34604 Graphics: 929 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps, circle_check_4c_icon.eps, circle_check_4c_icon.eps, circle_check_4c_icon.eps, circle_check_4c_icon.eps, circle_check_4c_icon.eps, 1484-1_Virt_flow_chart.eps V1.5

Proxy Summary 32023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 1CHKSUM Content: 38366 Layout: 11630 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5

The H&P Way The H&P Way was created to define our purpose, core values, and the behaviors that drive our culture. OUR PURPOSEImproving lives through e​cient and responsible energy.WHAT WE DOWesafely provide performance-driven drilling solutions.OUR VALUESOur values reflect whowe are and the way we interact with one another, our customers, partners, and stockholdersActively C.A.R.E.: We treat one another with respect. We care about each other. We are committed to Controlling and Removing Exposures for ourselves and others.Service Attitude: We do our part and more for those around us. We consider theneeds of others and provide solutions to meet their needs.Innovative Spirit: We constantly work to improve and try new approaches. We makedecisionswith the long-term view in mind.Teamwork: We listen to one another and worktoward a common goal. We collaborateto achieve results and focus on success with our customers and stockholders.Do the Right Thing: We are honest and transparent. We tackle tough situationsandspeak up when needed. 42023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 2CHKSUM Content: 23924 Layout: 1251 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5

Company Overview Helmerich& Payne, Inc. was incorporated under the laws of the State of Delaware on February3, 1940, and issuccessor to a business originally organized in 1920. Throughout this proxy statement, Helmerich& Payne, Inc. is referred to as the “Company,” “we,” “our,” “us,” or “H&P.” We provide performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies. We are an important vendor for a number of oil and gas exploration and production companies, but we focus primarily on the drilling segment of the oil and gas production value chain. Our technology services focus on developing, promoting,and commercializing technologies designed to improve the e​ciency and accuracy of drilling operations, as well as wellbore quality and placement.Our drilling services operations are organized into the following reportable operating business segments:NorthAmerica Solutions, Ofshore Gulf of Mexico,and International Solutions. Our North America Solutions operations are primarily located in Texas, but traditionally also operate in other states, depending on demand. Such states include: Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, West Virginia, and Wyoming. Additionally, our Ofshore Gulf of Mexico operations are conducted in Louisiana and in U.S. federal waters in the Gulf of Mexico and our International Solutions operations have rigs and/or services primarily located in four international locations: Argentina, Bahrain, Colombia, andtheUnited Arab Emirates.We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Ourreal estate investments include a shopping center containing approximately 366,000 leasable square feet and approximately 176 acres of undeveloped real estate. Our research and development endeavors include both internal development and external acquisition of developing technologies.Fiscal Year 2022 Business Highlights In fiscal 2022, we remained an industry leader in drilling solutions as well as technological innovation. Our customer-centric drilling solutions approach combines the operational excellence of our FlexRig fleet, our software solutions, and our unique integrated business model. H&P is leading the evolution of commercial models while remaining committed to conservative financial discipline and returns to stockholders.DrillingSegment Operating RevenueNorth America Solutions International Solutions$1,788M $136M74.2% year-over-year-growth 134.9% year-over-year-growth Ofshore Gulf of Mexico $125M (0.7)% year-over-year-decline Returning Cash to StockholdersIn 2022, H&P continued its long-standing commitment to return cash to stockholders. For a detailed discussion of our financial results for fiscal 2022, see our Annual Report on Form 10-K for the year ended September30, 2022. Repurchased ~$77M of shares at~$24/share in FY22 Paid ~$107M in dividends in FY22 52023 Proxy StatementContracted Drilling Rig Fleet (Sept. 30 of FY) 19213779FY 20FY 21FY 22 year-over-year-growth40% Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 3CHKSUM Content: 27160 Layout: 23214 Graphics: 14033 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: 1484-1_3c_40.eps, folio_drill_4c.eps V1.5

Fiscal 2022 Sustainability Highlights Environment Social Governance •Conducted a quantitative scenarioanalysis aligned with the TaskForce on Climate-related Financial Disclosures (“TCFD ”)•Recognized successes within our2022 Environmental Actively C.A.R.E. Goal•Established new 2023Environmental Actively C.A.R.E. Goal with continued focus on greenhouse gas emissions reductions Customers •Introduced new products focusedon power management and the ability to manage rig engine power e​ciently•Drilled first horizontal geothermalwell in the U.S.•Developed relationships to helpreduce emissions and fuel consumption as well as implement alternative energy sources at the rig siteEmployees •Focused on execution of Diversity,Equity, and Inclusion strategy for all employees, showing improvements in diverse representation of workforce•Achieved successes in SafetyActively C.A.R.E. Goals•Added new Employee ResourceGroup Women of H&P—Latin AmericaCommunities •Supported over 75 philanthropicorganizations during fiscal 2022•Aligned Human Rights policy withUniversal Declaration of Human RightsSuppliers •Improved transparency intosustainable supply chain management processes, such as our scorecard and supplier engagement mechanisms •Board oversight of quantitativescenario analysis aligned with the TCFD•Updated our CorporateGovernance Guidelines to formalize our commitment to include persons who reflect diverse backgrounds, including diversity of gender and race, in search for new director candidates•Enhanced processes tocontinuously improve consistency, comparability, reliability, and collection quality for emissions, safety, and diversity data 62023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 4CHKSUM Content: 19448 Layout: 42690 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

Helmerich & Payne Board of Directors Current Committee Composition Nominating & Other Current Director Human Corporate Public Company Director Age Since Independent Audit Resources Governance Boards DELANEY M. BELLINGERRetired Vice President and Chief Information O​cer, Huntsman Corporation64July2018None BELGACEM CHARIAGFormer Chairman, President, and Chief Executive O​cer, Ecovyst, Inc.60August2021None KEVIN G. CRAMTONOperating Partner, HCI Equity Partners; Chairman and Chief Executive Officer, Tribar Technologies, Inc.63March2017ApeironCapitalInvestmentCorp. RANDY A. FOUTCHRetired Chairman and Chief Executive O​cer, Laredo Petroleum, Inc.71March2007ChairNone HANS HELMERICHChairman of the Board, Helmerich& Payne, Inc.64March 1987Chairman since2012CoterraEnergy Inc. JOHN W. LINDSAYPresident and Chief Executive O​cer, Helmerich& Payne, Inc.62September2012Arcosa, Inc. JOSÉ R. MASChief Executive O​cer, MasTec, Inc.51March2017MasTec, Inc. THOMAS A. PETRIEChairman, Petrie Partners, LLC77June2012ChairNone DONALD F. ROBILLARD, JR.President, Robillard Consulting, LLC; Retired Director, Executive Vice President, Chief Financial O​cer and Chief Risk O​cer, Hunt Consolidated71June 2012ChairCheniereEnergy, Inc. EDWARD B. RUST, JR.Retired Chairman, President and Chief Executive O​cer, State Farm Mutual Automobile Insurance Company72September1997S&P GlobalInc.Caterpillar,Inc. MARY M. VANDEWEGHEChief Executive O​cer& President of Forte Consulting Inc.63June2019PrincipalFunds JOHN D. ZEGLISRetired Chief Executive O​cer and Chairman of the Board, AT&T Wireless Service, Inc.75March1989None 72023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 5CHKSUM Content: 62511 Layout: 62852 Graphics: 17678 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps, J_ ZEGLIS_4c_sm_photo.eps, M_VANDEWEGHE_4c_sm_photo.eps, E_RUST_4c_sm_photo.eps, D_ROBILLARD_4c_sm_photo.eps, T_PETRIE_4c_sm_photo.eps, J_V1.5

Board Composition HighlightsDirector Skills, Experiences, and DiversityThe Board of Directors (the “Board of Directors ” or the “Board ”) values a diverse group of directors who possess thebackground, skills and expertise and the highest level of personal and professional ethics, integrity, judgment, andvalues to represent the long-term interests of the Company and its stockholders. The table below summarizes some of the skills and qualifications of each individual director. This summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board. Additional information about each director nominee is provided in the biographies below under “Corporate Governance—Director Nominees.” In response to feedback from investors, we also provide below enhanced disclosure regardingtheindividual gender and ethnic attributes of our Directors.Director Skills and Experiences Accounting and finance 9 Corporate governance 12 Diverse industries 10 Engineering 6 Executive leadership 12 Global business 12 Information Technology 3 Investment, private equity and capital markets 7 Legal 2 Oil and gas industry 8 Public company board experience 11 Risk management 11 Strategic planning 12Board Self-Identification* Gender F M M M M M M M M M F M Race/Ethnicity W MEA W W W W H W W W W W *Key: F - Female; M - Male; H- Hispanic; MEA- Middle East/North-Africa; W- White 5 Directors0-6 years*3 new Directors in the past 5 years3 Directors7-12 years4 Directors 13+ years*Tenure is calculated based on the director's start date the month and year the director joined the board. It is not rounded up * EthnicMinority 80%Directors electedover past six years that self-identify as gender or ethnically diverse13 YearsAverage Director Tenure34%Directors self-identify as femaleor minority 83%Directors areIndependent Woman 228210 # ofDirectorsJohn D. ZeglisMary M. VanDeWegheEdward B. Rust, Jr.Donald F. Robillard, Jr.Thomas A. PetrieJosé R. MasJohn W. Lindsay Hans HelmerichRandy A. FoutchKevin G. CramtonBelgacem ChariagDelaney M. Bellinger 82023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 6CHKSUM Content: 54009 Layout: 4617 Graphics: 40953 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, ~watermark, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps, 1484-1_2p_flow_chart.eps V1.5

Corporate Governance Best Practices H&P’s Board oversees the CEO and other senior management in the competent and ethical operation of H&P andassures that the long term interests of stockholders are being served. Efective Board Oversight of Risk Management Strategic and business risks, such as those relating to our drilling business and technology solutions, markets, and capital investments, are monitored by the entire Board. For more information, see “Corporate Governance—Our Risk Management Program and the Board’s Role in Risk Oversight and—Compensation Risk Assessment”Board Composition andIndependenceBoard and CommitteePracticesStockholder Rights•100% independentcommittees•10 of our 12 directors areindependent•Separation of Chair andCEO roles•Strong independent LeadDirector, elected byindependent directors•Executive sessions providedfor Board members•Significant interaction withsenior management and access to other employees•Director orientation andcontinuing education•99.5% attendance at Boardand committee meetings in fiscal 2022•Commitment to includecandidates who reflect diverse backgrounds, including diversity of gender and race in search for new director candidates•Active Board oversight ofstrategy, risk management, and sustainability program•Stock ownership guidelines•Single class of stock withequal voting rights•Annual elections fordirectors•Majority voting standard foruncontested director elections•Proxy access forstockholders•Active stockholderengagementBoard of Directors•Reviews most significantrisks identified by our enterprise risk management program•Evaluates Board processesand performance and the overall efectiveness of the Board•Reviews and approvesbusiness plans, major strategies, and financial objectives•Oversees climate-relatedrisks and opportunities and the Company’s overall sustainability program, including environmental, human capital, and social mattersAudit Committee•Reviews processes andpolicies with respect to risk assessment and risk management, including our enterprise risk management program•Reviews risks associatedwith financial performance, internal and external audit functions, legal and tax contingencies, cybersecurity, and physical securityHuman Resources Committee•Establishes compensationperformance goals intended to drive behavior that does not encourage or result in material risk of adverse consequences to the Company or its stockholders•Reviews compensation riskassessments•Reviews compensationclaw-back policies•Reviews and monitorscompliance with stock ownership guidelinesNominating Committee•Oversees Directorsuccession planning, including eforts to mitigate risks associated with loss of expertise and leadership at the Board level•Oversees Directorindependence, efectiveness, and organization•Assesses managementsuccession planning and corporate governance practices•Develops and implementsH&P’s corporate governance principals•Reviews investor relationsmatters 92023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 7CHKSUM Content: 8886 Layout: 17155 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

Executive Compensation Sound DesignOur executive compensation program is designed to:•align the interests of our leaders with those of our stockholders•attract, retain, and motivate strong leadership •link pay with performance and execution of strategy Pay for Performance•significant portion of target compensationisperformance-based and at risk •short-term cash incentive compensation is tied to exacting financial objectives with payouts varied basedon our performance and achievement of individual goals•performance-based equity awards earned based on our relative total shareholder return (“TSR ”) versus apeer group of oil and gas equipment, services, and drilling companies and capped at the target number ofshares if the Company has a negative absoluteTSRover the measurement period regardless of whether the Company’s relative TSR exceeds the median TSR of its peers Another Strong Year of Forward Momentum For more information about our executive compensation program and the fiscal 2022 compensation of our namedexecutive o​cers, see “Compensation Discussion and Analysis.”TheFiscal Year2022compensation earned by our named executive o​cers reflects another strong year of growth and rewards their leadership. Operating Revenue ($B)2.175%year-over-year-growth1.2FY 21FY 22 102023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ca | Sequence: 8CHKSUM Content: 36967 Layout: 12331 Graphics: 38517 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps, 1484-1_Revenue_C.eps V1.5

Corporate GovernanceThis section describes the role andstructure of H&P’s Board and our corporate governance framework. 112023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 1CHKSUM Content: 46978 Layout: 13114 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5

Corporate Governance The Board has adopted Corporate Governance Guidelines to address significant corporate governance issues. OurCorporate Governance Guidelines, as well as our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation ”), our By-Laws, all Board committee charters, our Code of Business Conduct andEthics (which is applicable to our Directors, o​cers, and employees), our Code of Ethics for Principal Executive O​cer and Senior Financial O​cers, and our Related Person Transaction Policies and Procedures, are available on our website, www.helmerichpayne.com/corporate-governance-information.The information on our website is not incorporated by reference in this proxy statement. A printed copy of theabove-mentioned documents will be provided without charge upon written request to our Corporate Secretary.Our Corporate Governance Guidelines provide a framework for our corporate governance initiatives and covertopics such as director independence and selection and nomination of director candidates, communication with the Board, Board committee matters, and other areas of import. Certain highlights from our Corporate Governance Guidelines, as well as other corporate governance matters, are discussed below.Board Committees The Board is responsible for overseeing the Company’s sustainability, business, and afairs, providing guidance and insight to the Company’s management and efectively stewarding the long-term interests of the Company and its stockholders. The Board reviews significant developments afecting the Company and acts on matters requiring Board approval. The Chairman of the Board, the Lead Director, and the committee chairs set Board and committee agendas in advance of every meeting so that appropriate, relevant subjects, are covered with time for meaningful discussion. Directors receive comprehensive materials in advance of Board and committee meetings and are expected to review these materials before each meeting. The standing committees of the Board are the Audit Committee, the Human Resources Committee, and the Nominating and Corporate Governance Committee. Below is an overview of the members of each of the committees and the primary duties of each of the committees as of the date of this proxy statement. AUDIT COMMITTEE Meetings in fiscal 2022:8MEMBERS:Donald F. Robillard, Jr. (Chair) Delaney M. Bellinger Kevin G. Cramton Edward B. Rust, Jr. John D. ZeglisPRIMARY RESPONSIBILITIES•Assist the Board in fulfilling its independent and objective oversight responsibilities offinancial reporting and internal financial and accounting controls of the Company•Monitor the qualifications, independence, and performance of our independentregistered public accounting firmAUDIT COMMITTEE REPORT AND CHARTER•The Audit Committee Report is provided below under“Proposal 2 — Ratification ofAppointment of Independent Auditors”•The Board has adopted a written charter for the Audit Committee, which is availableon our website at www.helmerichpayne.com/corporate-governance-informationQUALIFICATIONS/INDEPENDENCE•The Board has determined Messrs.Cramton, Robillard,and Rust are “auditcommittee financial experts” as defined by theSecurities and Exchange Commission(“SEC ”)•The Board has also determined that all Audit Committee members are “financiallyliterate” as contemplated by the rules of theNew York Stock Exchange (“NYSE ”)•All members of the Audit Committee are independent under SEC rules 122023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 2CHKSUM Content: 3051 Layout: 64134 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, ~note-color 3 GRAPHICS: folio_drill_4c.eps V1.5

HUMAN RESOURCES COMMITTEE Meetings in fiscal 2022: 7MEMBERS:Thomas A. Petrie (Chair) Randy A. Foutch Belgacem Chariag Jose R. Mas Mary M. VanDeWeghePRIMARY RESPONSIBILITIES•Evaluate the performance of our executive o​cers •Review and make decisions regarding compensation of our executive o​cers •Make recommendations regarding compensation of non-employee members of ourBoard•Review and make recommendations or decisions regarding incentive compensationand equity-based compensationCOMPENSATION COMMITTEE REPORT AND HUMAN RESOURCES COMMITTEECHARTER•The Compensation Committee Report is provided below under “CompensationCommittee Report”•The Board has adopted a written charter for the Human Resources Committee, whichis available on our website at www.helmerichpayne.com/corporate-governance- informationQUALIFICATIONS/INDEPENDENCE•All members of the Human Resources Committee are independent NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Meetings in fiscal 2022: 4MEMBERS:Randy A. Foutch (Chair) Delaney M. Bellinger Belgacem Chariag Kevin G. Cramton José R. Mas Thomas A. Petrie Donald F. Robillard, Jr. Edward B. Rust, Jr. Mary M. VanDeWeghe John D. ZeglisPRIMARY RESPONSIBILITIES•Identifyand recommend to the Board the selection of director nominees for eachAnnual Meeting of Stockholders or for any vacancies on the Board•Makerecommendations to the Board regarding the adoption or amendment ofcorporate governance principles applicable to the Company•Assistthe Board in developing and evaluating potential candidates for executivepositions and generally overseeing management succession planningNOMINATING AND CORPORATE GOVERNANCE CHARTER•The Board has adopted a written charter for the Nominating and CorporateGovernance Committee, which is available on our website atwww.helmerichpayne.com/corporate-governance-informationQUALIFICATIONS/INDEPENDENCE.•All members of the Nominating and Corporate Governance Committee areindependent 132023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 3CHKSUM Content: 9900 Layout: 30829 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Magenta, Yellow, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

Director Independence Our Corporate Governance Guidelines provide that a majority of the Board must meet the requirements for beingan independent director under the listing standards of the NYSE and applicable law, including the requirement that the Board a​rmatively determine that the Director has no material relationship with us. To guide its determination of whether a Director is independent, the Board has adopted the following categorical standards:A Director will not be independent if:•the Director is, or has been, within the last three years, a Company employee, or an immediate familymember is, or has been within the last three years, an executive o​cer of the Company;•the Director has received, or an immediate family member has received, during any twelve-month periodwithin the last three years, more than $120,000 in direct compensation from us, other than Director andcommittee fees and pension and other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);•the Director is a current partner or employee of a firm that is our internal or external auditor;•the Director has an immediate family member who is a current partner of a firm that is our internal orexternal auditor;•the Director has an immediate family member who is a current employee of a firm that is our internal orexternal auditor and who personally works on the Company’s audit;•the Director or an immediate family member was within the last three years a partner or employee of a firmthat is our internal or external auditor and personally worked on our audit within that time;•the Director or an immediate family member is, or has been within the last three years, employed as anexecutive o​cer of another company where any of our present executive o​cers at the same time serves orserved on that company’s compensation committee; or•the Director is a current employee, or an immediate family member is a current executive o​cer, of acompany that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or two percent of such other company’s consolidated gross revenues.In addition, the following commercial and charitable relationships will not be considered material relationships that would impair a Director’s independence:•the Director (or an immediate family member of the Director) is, or during the last fiscal year has been, ana​liate or executive o​cer of another company (including banks or financial institutions) to which we were indebted, or to which such other company was indebted to us, during the last or current fiscal year and the total amount of indebtedness did not exceed two percent of the total consolidated assets of the indebted entity at the end of such fiscal year;•the Director (or an immediate family member of the Director) is, or during the last fiscal year has been, anexecutive o​cer, director,or trustee of a charitable organization where our annual discretionary charitable contributions to the charitable organization, in the last or current fiscal year, did not exceed the greater of $1,000,000 or two percent of that organization’s consolidated gross revenues;•the Director (or an immediate family member of a Director) is a member of, employed by, or of counsel to alaw firm or investment banking firm that performs services for us, provided the payments made by us to the firm during a fiscal year do not exceed two percent of the firm’s gross revenues for the fiscal year, and the Director’s relationship with the firm is such that his or her compensation is not linked directly or indirectly to the amount of payments the firm receives from us; or•a relationship arising solely from a Director’s position as a director of another company that engages in atransaction with us will not be deemed a material relationship or transaction that would cause a Director to not be independent. 142023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 4CHKSUM Content: 44786 Layout: 4278 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

A Director who is a member of our Audit Committee will not be independent if such Director: (i)other than in his orher capacity as a member of the Board, the Audit Committee,or any other Board committee, accepts directly or indirectly any consulting, advisory, or other compensatory fee from us or any subsidiary (except for retirement benefits to the extent permitted by applicable rules of the SEC); or (ii)is an a​liated person (as defined by the SEC) of us or any subsidiary. Similarly, in a​rmatively determining the independence of any Director who will serve on the Human Resources Committee, the Board considers all factors specifically relevant to determining whether a Director has a relationship to the Company which is material to that Director’s ability to be independent from management in connection with the duties of a Human Resources Committee member, including, but not limited to: (i)the source of compensation of such Director, including any consulting, advisory, or other compensatory fee paid by the Company to such Director; and (ii)whether such Director is a​liated with the Company, a subsidiary of the Company, or an a​liate of a subsidiary of the Company. Generally, relationships not addressed by the NYSE rules or otherwise described above will not cause an otherwise independent Director to be considered not independent. For relationships that do not fall within the categories delineated above, the other Directors who are otherwise independent under the guidelines will determine whether a relationship is material and, therefore, whether such Director would be independent.In determining the independence of Mses. Bellinger and VanDeWeghe and Messrs.Chariag, Cramton, Foutch,Mas, Petrie, Robillard, Rust, and Zeglis, the Board considered that in April2022, H&P made a $33 million investment in Galileo Holdco 2 Limited Technologies (“Galileo ”) in the form of a convertible note and thatMessrs.Foutch and Robillard are independent Directors of the parent company of Galileo(“Galileo Parent ”).Messrs.Foutch and Robillard did not have a direct or indirect interest in this transaction. Mr.Robillard was not involved in the negotiations or any approvals related to the transaction. Mr.Foutch joined the Board of Galileo Parent after the consummation of the transaction in July2022. After applying the standards set forth above in our Corporate Governance Guidelines, the Board determined that Mses. Bellinger and VanDeWeghe and Messrs.Chariag, Cramton, Foutch, Mas, Petrie, Robillard, Rust, and Zeglis, our current, non-employee Directors, had no material relationship with the Company and that each is independent under our categorical standards and the requirements of the NYSE and applicable law, including, with respect to members of the Audit and Human Resources Committees, those applicable to such committee service.Board Leadership Structure We believe that the most efective board structure is one that emphasizes board independence and ensures that the board’s deliberations are not dominated by management. With the exception of Messrs.Helmerich and Lindsay, our Board is composed entirely of independent Directors. Our Nominating and Corporate Governance Committee (“NCG Committee ”), which is composed of our independent Directors only, regularly reviews the Board’s leadershipstructure to assist the Board in fulfilling its responsibility to provide independent oversight and management for the Company.Our Corporate Governance Guidelines provide that if the Chairman of the Board (the “Chairman ”) is not anindependent director, then the independent directors will annually elect an independent director to serve as leaddirector (the “Lead Director ”). The independent Directors designated Mr.Foutch to serve in the role of LeadDirector in 2022. As Lead Director, Mr.Foutch presides at all executive sessions of the independent Directors when management is not present, may represent the Board in communications with stockholders and other stakeholders, and may provide input on the design of the Board itself. During fiscal 2022, our independent Directors met in executive session without management at each of the four regularly scheduled Board meetings. Mr.Foutch was presiding Director for all executive sessions. The Lead Director also performs other duties and responsibilities as determined from time to time by the Board.The Company’s By-laws provide that, in general, any two or more o​ces may be held by the same person,including the o​ces of Chairman and Chief Executive O​cer (“CEO ”). Additionally, the o​ce of Chairman may beheld by an individual who is not an independent director. Currently, Mr.Hans Helmerich is the Chairman, and Mr.John W. Lindsay is the CEO. The Board believes that this flexibility in the allocation of the responsibilities of these two roles is beneficial and enables the Board to adapt the leadership function to changing circumstances.Mr.Helmerich has served as a Director since 1987 and became the Chairman in 2012. He served as theCompany’s CEO from 1989 until his retirement in 2014. He also was the Company’s President from 1987 to 2012. 152023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 5CHKSUM Content: 38725 Layout: 59524 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

Mr.Helmerich, who has nearly 25 years of successful experience as CEO and possesses in-depth knowledge ofthe Company, its operations, and the evolving drilling and energy industry, has been responsible for providing guidance and leadership to the Board. Mr.Lindsay was promoted to President and Chief Operating O​cer and was appointed to the Company’s Board of Directors in 2012 and succeeded Mr.Helmerich as CEO in 2014. Since joining the Company in 1987 as a drilling engineer, Mr.Lindsay has served in various management positions. Mr.Lindsay brings to the Board and the Company significant leadership, knowledge, and experience in the contract drilling industry.At this time, the Board believes that the interests of all stockholders are best served by the leadership modeldescribed above. The Board believes the combined experience and knowledge of Messrs.Foutch, Helmerich, and Lindsay in their respective roles as Lead Director, Chairman, and CEO provides the Board and the Company with both strong, independent guidance, and continuity of leadership that will promote the Company’s continued success. We believe that the Board’s current leadership, committee structure, and strong governance practices help the Board oversee the Company’s risks, create a productive relationship between the Board and management, and promote strong independent oversight that benefits our stockholders.B oard Meeting Attendance There weresevenmeetings of the Board held during fiscal 2022, four of which were regularly scheduled. We require each Director to make a diligent efort to attend all Board and committee meetings as well as the Annual Meeting of Stockholders.All twelveof our then-sitting Directors attended the 2022 Annual Meeting of Stockholders. During fiscal 2022, no incumbent Director attended fewer than 75% of the aggregate of the total number of meetings of the Board and its committees of which he or she was a member (during the period for which he or she was a Director).Director Identification, Evaluation, and Nomination General Principles and ProceduresWe believe that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body while giving us the benefit of familiarity and insight into our afairs that our Directors have accumulated during their tenure. Accordingly, the process for identifying nominees reflects our practice of re-nominating incumbent Directors who continue to satisfy the NCG Committee’s criteria for membership on the Board and the eligibility requirements of our By-laws, whom the NCG Committee believes continue to make important contributions to the Board, and who consent to continue their service on the Board.In general, and as more fully outlined in the Corporate Governance Guidelines, in considering candidates forelection at an Annual Meeting of Stockholders, the NCG Committee will:•consider if the Director continues to satisfy the minimum qualifications for director candidates as set forth inthe Corporate Governance Guidelines;•assess the performance of the Director during the preceding term; and•determine whether thereexistsany special, countervailing considerations against re-nomination of theDirector.If the NCG Committee determines that (i)an incumbent Director consenting to re-nomination continues to bequalified and has satisfactorily performed his or her duties as Director during the preceding term, and (ii)there exists no reason, including considerations relating to the composition and functional needs of the Board as a whole, why in the NCG Committee’s view the incumbent Director should not be re-nominated, then the NCG Committee will, absent special circumstances, propose the incumbent Director for re-election.The NCG Committee will identify and evaluate new candidates for election to the Board where it identifies a needto do so, including for the purpose of filling vacancies or a decision of the Directors to expand the size of the Board. The NCG Committee will solicit recommendations for nominees from persons that the NCG Committee believes are likely to be familiar with qualified candidates. The NCG Committee may also determine to engage a 162023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 6CHKSUM Content: 31870 Layout: 4278 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5

professional search firm to assist in identifying qualified candidates. The Committee is committed to including ineach search candidates who reflect diverse backgrounds, including diversity of gender and race.As to each recommended candidate that the NCG Committee believes merits consideration, the NCG Committeewill:•cause to be assembled information concerning the background and qualifications of the candidate;•determine if the candidate satisfies the minimum qualifications required by our Corporate GovernanceGuidelines and the eligibility requirements of our By-laws;•determine if the candidate possesses any of the specific qualities or skills that the NCG Committee believesmust be possessed by one or more members of the Board;•consider the contribution that the candidate can be expected to make to the overall functioning of the Board;and•consider the extent to which the membership of the candidate on the Board will promote diversity amongthe Directors.Based on all available information and relevant considerations, the NCG Committee will select and recommend tothe Board a candidate who, in the view of the NCG Committee, is most suited for membership on the Board. Retaining a diverse Board remains an important consideration as the NCG Committee considers future appointments. Following the departure of Ms.VanDeWeghe and Mr. Rust from the Board, the NCG Committee will look for opportunities to adddiverse directorsto the Board as appropriate in light of the principles outlined inour Corporate Governance Guidelines.Stockholder RecommendationsThe NCG Committee considers recommendations for Director candidates submitted by holders of our shares entitled to vote generally in the election of Directors. Candidates for Director who are properly recommended by our stockholders will be evaluated in the same manner as any other candidate for Director. In addition, the NCG Committee may consider the number of shares held by the recommending stockholder and the length of time such shares have been held.For each Annual Meeting of Stockholders, the NCG Committee will accept for consideration only onerecommendation from any stockholder or a​liated group of stockholders. The NCG Committee will only consider recommendations of nominees for Director who satisfy the minimum qualifications prescribed by our Corporate Governance Guidelines and the eligibility requirements of our By-laws. For a stockholder recommended candidate to be considered by the NCG Committee, the stockholder recommendation must be submitted in writing before our fiscal year-end to: and must include the reasons for the recommendation, a description of the candidate’s qualifications and the candidate’s written consent to being considered as a Director nominee, together with a statement of the number of shares of our stock beneficially owned by the stockholder making the recommendation and by any other supporting stockholders (and their respective a​liates). The NCG Committee may require the stockholder submitting the recommendation or the recommended candidate to furnish such other information as the NCG Committee may reasonably request.Helmerich& Payne, Inc. Attention: Corporate Secretary 1437 South Boulder Avenue, Suite1400 Tulsa, Oklahoma 74119 172023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 7CHKSUM Content: 59290 Layout: 21229 Graphics: 20382 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps, Email_4c_icon.eps V1.5

Stockholder NominationsOur By-laws provide that stockholders meeting certain requirements may nominate persons for election to theBoard of Directors if such stockholders comply with the procedures set forth in our By-laws.For more information on stockholder nominations, see “Additional Information—Stockholder Proposals and Nominations.”Director Qualification StandardsAll persons nominated to serve as one of our Directors should possess the following minimum qualifications more fully discussed in our Corporate Governance Guidelines. Specifically, all candidates:•must be individuals of personal integrity and ethical character;•should be free of conflicts of interest that would materially impair his or her judgment; •must be able to represent fairly and equally all of our stockholders; •must have demonstrated achievement in business, professionally, or the like; •must have sound judgment; •must have a general appreciation regarding major issues facing public companies of a size and operationalscope similar to ours;•must have, and be prepared to devote, adequate time to the Board and its committees; and •must not conflict with any term or age limits for Directors.The NCG Committee will also oversee nominations such that: Our Corporate Governance Guidelines also provide, in lieu of a formal diversity policy, that as part of thenomination process, the NCG Committee will consider diversity in professional background, experience, expertise, perspective, age, gender, and ethnicity with respect to Board composition as a whole. With respect to diversity, we place particular emphasis on identifying candidates whose experiences and talents complement and augment those of other Board members with respect to matters of importance to the Company. We attempt to balance the composition of the Board to promote comprehensive consideration of issues. Our current Board composition achieves this through widely varying levels and types of business and industry experience among current Board members. We monitor the composition and functioning of our Board and committees through both an annual review of our Corporate Governance Guidelines and a self-evaluation process undertaken each year by our Directors.The foregoing qualification attributes are only threshold criteria, however, and the NCG Committee will alsoconsider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience, and expertise, the composition of the Board at the time, and other relevant circumstances. at least a majority of the Directors serving at any time on the Board are independent, as defined under therules of the NYSE and applicable law; all Audit Committee members are independent and satisfy the financial literacy requirements required forservice on the Audit Committee under the rules of the NYSE; and at least some of the independent Directors have experience as senior executives of a public or substantialprivate company. 182023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 8CHKSUM Content: 13892 Layout: 30997 Graphics: 40291 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps, arrow_4c_icon.eps, Director_4c_Icon.eps, Audit_4c_Icon.eps, flag_4c_icon.eps V1.5

Environmental Sustainability and Human Capital Management As a 100+ year old company Helmerich& Payne recognizes the importance of sustainability. Making prudentfinancial decisions and investments, endeavoring to operate in a safe and environmentally responsible manner, striving to minimize any potentially negative environmental impacts, reducing emissions and waste, and conserving natural resources are products of our values—“Do the Right Thing.”Our focus on technology, people, community, resourcefulness, and innovation all promote our ability to be asustainable company. Our 2022 Sustainability Report, which discusses our sustainability eforts and performance during the fiscal year, continues our commitment to transparent reporting. Our Sustainability Report aligns with leading sustainability reporting frameworks, including the Sustainability Accounting Standards Board (SASB), TCFD,and Global Reporting Initiative (GRI). Some of our sustainability successes are outlined above in “Proxy Summary—Fiscal 2022 Sustainability Highlights.” More information about the actions we take to improve our sustainability can be found on our sustainability website at www.helmerichpayne.com/sustainability and in our Sustainability Reports. 192023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 9CHKSUM Content: 37431 Layout: 59524 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

DirectorsThis section describes the experienceand qualifications of Director nominees and how our Board members are compensated. 202023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 10CHKSUM Content: 14744 Layout: 21460 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5

Director Nominees The information that follows, including principal occupation or employment for the past five or more years andsummary of each individual’s experience, qualifications, attributes,or skills that have led to the conclusion that each individual should serve as a Director in light of our current business and structure, is furnished with respect to each nominee. See also the table above in the Proxy Summary under the caption “Proxy Summary—Helmerich& Payne’s Board of Directors—Director Skills and Experiences,” which summarizes some of the skills and qualifications of each individual director. Edward B. Rust, Jr., who will not stand for re-election at the 2023 Annual Meeting, has been a valuable member of our Board for over 25 years. We thank him for his distinguished service andsubstantial contributions to our Board. DELANEY M. BELLINGER DIRECTORAge 64COMMITTEESAuditNominating andCorporate Governance Director since 2018EDUCATIONMs.Bellinger holds a Bachelor ofEngineering in Civil Engineering from Vanderbilt University.KEY QUALIFICATIONS ANDEXPERTISEThe Board believes Ms.Bellingerprovides significant insight and guidance as a result of her experience in the oil and gas industry and expertise as a Chief Information O​cer.CAREER HIGHLIGHTS•Ms.Bellinger served as the Vice President and Chief InformationO​cer for Huntsman Corporation, a global manufacturer andmarketer of diferentiated chemicals, from 2016 to 2018.•Prior to her role at Huntsman, she was the Chief InformationO​cer for EP Energy, an exploration and production company in Houston, Texas, from May2012 to May2015.•Before joining EP Energy, she was the Chief Information O​cerfor YUM! Brands, Inc., formerly Tricon Global Restaurants, for10years.•Prior to joining YUM! Brands, Ms.Bellinger held technicaldevelopment, account management, as well as sales andconsulting positions during her 13-year career with EDS following her Drilling Engineer position with ExxonMobil.•Ms.Bellinger has served on the Board of Directors for theWomen’s Food service Forum.•She was the Chair of the National Retail Federation ChiefInformation O​cers Board and served on the Board of The Parish School.•She is currently on the non-profit Board for TicKids and TheAdvisory Board of The Gateway Academy in Houston, Texas. BELGACEM CHARIAG DIRECTORAge 60COMMITTEESHumanResourcesNominating andCorporate Governance Director since 2021EDUCATIONMr.Chariag holds a Bachelor ofScience in Petroleum Engineering from the University of Texas and a Master of Business Administration from the University of Calgary.KEY QUALIFICATIONS ANDEXPERTISEThrough his service as a chiefexecutive o​cer and Director of a publicly-traded corporation and his extensive leadership experience in the international field services industry, the Board believes that Mr.Chariag provides the Board and the Company with meaningful knowledge and perspective on a wide variety of matters.CAREER HIGHLIGHTS•Mr.Chariag served as President, and Chief Executive O​cer ofEcovyst, Inc. (formerly PQ Group Holdings), a global provider ofspecialty catalysts, materials, chemicals, and services, from August2018 to April2022 and as Chairman of the Board from December2019 to April2022.•He also served as a director and Chairman of the Board ofEcovyst’s ZEOLYST joint ventures with Shell CatalystsTechnologies from 2018 to April2022.•He served as Chief Global Operations O​cer for Baker Hughes, aGE company from July2017 to January2018, where he headed the operations of the global entity after Baker Hughes’ merger with GE Oil& Gas, as President Global Operations from May2016 to June2017, Chief Integration O​cer from December2014 to April2016, President Global Products and Services from October2013 to December2014, and President Eastern Hemisphere from May2009 to September2013.•Prior to 2009, Mr.Chariag held a variety of leadership andmanagement roles for Schlumberger Limited, including serving as Vice President of Health, Safety, Environment, and Security. 212023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 11CHKSUM Content: 28901 Layout: 57749 Graphics: 11068 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, ~note-color 3 GRAPHICS: folio_drill_4c.eps, belgacem_chariag_4c_med_photo.eps, delaney_bellinge_4c_med_photo.eps V1.5

KEVIN G. CRAMTON DIRECTORAge 63COMMITTEESAuditNominating andCorporate Governance Director since 2017EDUCATIONMr.Cramton holds a Bachelor ofArts in Business Administration and a Master of Business Administration in Finance degree from Michigan State University.KEY QUALIFICATIONS ANDEXPERTISEThe Board believes thatMr.Cramton’s diverse global business experience, including his chief executive o​cer and risk management experience, enables him to provide the Board and the Company with valuable input and guidance.CAREER HIGHLIGHTS•Mr.Cramton has been an operating and executive partner at HCIEquity Partners, a private equity firm headquartered inWashington, D.C., since 2016.•Since 2019, he has served as Chairman of the Board and ChiefExecutive O​cer of Tribar Technologies, Inc., a leading designer and manufacturer of automotive trim components.•He previously served as Executive Chairman of the Board ofAtlantix Global Systems, a leading reseller of IT hardware and services, from 2016 to 2017.•Mr.Cramton served from 2012 to 2015 as the Chief ExecutiveO​cer of Cardone Industries, the largest remanufacturer ofautomotive aftermarket components.•Mr.Cramton served from 2011 to 2012 as Chief Executive O​cerof Revstone Industries, a major supplier of highly engineeredautomotive components, and from 2007 to 2011 as Managing Director of RHJ International (Ripplewood Holdings), a publicly traded, investment holding company.•Since November2021, he has served as a Director of ApeironCapital Investment Corp., a newly formed publicly traded company focused on business combination transactions in the financial services, media, wealth-advisory, and asset management industries, and serves as the Chair of its Audit Committee.•Mr.Cramton has served on various other company boards, bothpublic and private, and worked in numerous management positions during a 20-year career at Ford Motor Company. RANDY A. FOUTCH LEADDIRECTORAge 71COMMITTEESHumanResourcesNominating andCorporate Governance (C) Director since 2007EDUCATIONMr.Foutch holds a Bachelor ofScience degree in Geology from the University of Texas, Austin, and a Master of Science degree in Petroleum Engineering from the University of Houston.KEY QUALIFICATIONS ANDEXPERTISEAs a result of Mr.Foutch’s serviceas a chief executive o​cer and in other executive positions and as a director of several oil and gas exploration and development companies, the Board believes that he provides valuable business, leadership,and management experience and insights into many aspects of the oil, natural gas and contract drilling industries. The Board believes Mr.Foutch’s background provides the necessary expertise to serve as Chairman of the Nominating and Corporate Governance Committee of the Board and as the Company’s Lead Director.CAREER HIGHLIGHTS•In 2006, Mr.Foutch founded Laredo Petroleum, Inc., a publiclytraded, Mid-Continent focused oil and natural gas exploration andproduction company, where he served as Chief Executive O​cer from 2006 to 2019 and as a Director and Chairman of the Board until May2020.•He founded and served in executive roles with Colt ResourcesCorp., Latigo Petroleum, Inc., and Lariat Petroleum, Inc. prior to their sales.•He served as a Director of Bill Barrett Corporation from 2006 to2011, MacroSolve, Inc. from 2006 to 2008,and Cheniere Energy, Inc. from 2013 to 2015.•In 2020, Mr.Foutch founded RAF Consulting, which providesprofessional consulting services to several companies.•Mr.Foutch is an advisor to the energy group at Warburg Pincus,Pattern Computer, and a large family group.•He has served as an independent Director of Galileo Holdco 1Limited since July2022 and also serves on several nonprofit boards.•Mr.Foutch has received an EY Entrepreneur of the Year Award in2012, a Distinguished Graduate Award by Leadership Oklahomain 2011,and the American Association of Petroleum Geologists’ Public Service Award.•He is an active member of the National Association of CorporateDirectors and is Directorship Certified®. 222023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 12CHKSUM Content: 24128 Layout: 22075 Graphics: 58793 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps, R_FOUTCH_4c_med_photo.eps, K_CRAMTON_4c_med_photo.eps V1.5

CAREER HIGHLIGHTS•Mr.Helmerich has been a Director of the Company since 1987.•He served as Chief Executive O​cer of the Company from 1989to 2014 and President from 1987 to 2012.•Mr.Helmerich has served as a Director of Coterra Energy Inc.(formerly known as Cabot Oil& Gas Corporation), a publiclytraded energy exploration company, since October2021.•He served as a Director of Cimarex Energy Co., a publicly-tradedenergy exploration and production company, from 2002 toOctober2021, when it merged with Coterra Energy Inc.•Mr.Helmerich was a Trustee of The Northwestern Mutual LifeInsurance Company from 2006 to May2020.•He was a Director of Atwood Oceanics, Inc. from 1989 to 2017. JOHN W. LINDSAY DIRECTOR,CHIEF EXECUTIVE OFFICER AND PRESIDENT, HELMERICH& PAYNE, INC.Age 62COMMITTEESNone Chief Executive O​cersince 2014 President since 2012EDUCATIONMr.Lindsay holds a Bachelor ofScience degree in Petroleum Engineering from the University of Tulsa.KEY QUALIFICATIONS ANDEXPERTISEThe Board believes that Mr.Lindsaybrings to the Board and the Company significant knowledge and experience in the contract drilling industry. He provides a management representative on the Board with extensive knowledge of our day-to-day operations which facilitates the Board’s oversight of management’s strategy, planning, and performance.CAREER HIGHLIGHTS•Mr.Lindsay has been President of the Company since 2012 andChief Executive O​cer of the Company since 2014.•He has been a Director of the Company since 2012.•Mr.Lindsay joined the Company in 1987 and has served invarious positions, including Vice President, U.S. Land Operationsfrom 1997 to 2006, Executive Vice President, U.S. and International Operations of Helmerich& Payne International Drilling Co., from 2006 to 2010, Executive Vice President and Chief Operating O​cer of the Company from 2010 to 2012, and President and Chief Operating O​cer of the Company from 2012 to 2014.•Mr.Lindsay has served as a Director of Arcosa, Inc., a publiclytraded company, since 2018. HANS HELMERICH CHAIRMAN OFTHE BOARD OF DIRECTORSAge 64COMMITTEESNone Chairman of the Boardsince 2012EDUCATIONMr.Helmerich is a graduate ofDartmouth College and completed the Harvard Business School Program for Management Development.KEY QUALIFICATIONS ANDEXPERTISEThe Board believes thatMr.Helmerich brings to the Board in-depth experience as a business executive in the contract drilling industry. For over 25 years, Mr.Helmerich provided continuity of leadership and strategic vision which resulted in the Company’s significant growth and outstanding performance. 232023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 13CHKSUM Content: 28649 Layout: 43166 Graphics: 38450 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps, H_HELMERICH_4c_photo.eps, john_lindsay_4c_med_photo.eps V1.5

CAREER HIGHLIGHTS•Mr.Mas has served as the Chief Executive O​cer of MasTec,Inc., a leading infrastructure construction company operatingprimarily throughout North America across a range of industries, since April2007.•He joined MasTec, Inc. in 1992 and has been a member ofMasTec, Inc.’s Board of Directors since 2001.•MasTec, Inc.’s primary activities include the engineering, building,installation, maintenance and upgrade of energy, utility, and communications infrastructure.•He previously served on the Boards of Nef Rental for six years,the United States Hispanic Chamber of Commerce for threeyears, and American Virtual Cloud Technologies, Inc. (formally known as Pensare Acquisition Corp.) from 2017 to 2020.•Mr.Mas was awarded the Ernst& Young National Entrepreneur oftheYear award in 2011 and in 2012. THOMAS A. PETRIE DIRECTORAge 77COMMITTEESHumanResources (C)Nominating andCorporate Governance Director since 2012EDUCATIONMr.Petrie holds a Bachelor ofScience degree from the United States Military Academy at West Point and a Master of Science degree in Business Administration from Boston University.KEY QUALIFICATIONS ANDEXPERTISEThe Board believes that Mr.Petrie’ssignificant financial and energy industry experience enables him to provide valuable input and guidance into many aspects of the oil and gas industry.CAREER HIGHLIGHTS•Mr.Petrie has served as the Chairman of Petrie Partners, LLC, aDenver-based investment banking firm that ofers financialadvisory services to the oil and gas industry, since 2012.•In 1989, he co-founded Petrie Parkman& Co. and served as itsChairman and Chief Executive O​cer from 1989 to 2006.•Mr.Petrie served as a Vice Chairman of Merrill Lynch followingthe merger of Petrie Parkman& Co. with Merrill Lynch in 2006 until 2009.•Mr.Petrie also served until 2012 as Vice Chairman of Bank ofAmerica following Bank of America’s acquisition of Merrill Lynch in 2009.•Mr.Petrie has been an active advisor on more than $250 billion ofenergy-related mergers and acquisitions. JOSÉ R. MAS DIRECTORAge 51COMMITTEESHumanResourcesNominating andCorporate Governance Director since 2017EDUCATIONMr.Mas holds a Bachelor ofBusiness Administration and a Master of Business Administration from the University of Miami.KEY QUALIFICATIONS ANDEXPERTISEAs a result of his service as a chiefexecutive o​cer and Director of a publicly-traded corporation, the Board believes that Mr.Mas provides the Board and the Company with meaningful knowledge and perspective on a wide variety of matters. 242023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 14CHKSUM Content: 59451 Layout: 62044 Graphics: 62078 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps, joser_mas_med_fpo_4c_pht.eps, petrie_thomas_new_4c_photo.eps V1.5

CAREER HIGHLIGHTS•A 34-year employee of Hunt Oil and Hunt Consolidated, a privateinternational company with interests in oil and gas exploration andproduction, refining, real estate development, private equity investments and ranching, Mr.Robillard served as Executive Vice President, Chief Financial O​cer and Chief Risk O​cer of Hunt Consolidated, as well as a Director of both companies, from 2015 until his retirement in January2017.•In June2020, Mr.Robillard joined the Board of RRH Corporation,the holding company for all Hunt subsidiaries.•Prior to 2015, Mr.Robillard served as a financial o​cer of HuntConsolidated, Inc. and/or its subsidiaries since 1992.•He was also CEO and Chairman of ES Xplore, LLC, a directhydrocarbon indicator company, from early 2016 until September1, 2017, when the company successfully transitioned to a new CEO and a new Chairman.•In 2018, Mr.Robillard formed Robillard Consulting, LLC, an oil andgas advisory firm.•He has also served as a Director of publicly-traded CheniereEnergy, Inc. since 2014 and as Chair of its Audit Committee since2015.•Mr.Robillard has served as an independent Director of GalileoHoldco 1 Limited since October2020.•Mr.Robillard is a Certified Public Accountant and an activemember of both Financial Executives International, where he has served as a national director, and the National Association of Corporate Directors and is Directorship Certified®.•He also serves as a Director on the Advisory Board of TheInstitute for Excellence in Corporate Governance at the University of Texas at Dallas. DONALD F. ROBILLARD, JR. DIRECTORAge 71COMMITTEESAudit (C)Nominating andCorporate Governance Director since 2012EDUCATIONMr.Robillard holds a Bachelor ofBusiness Administration from the University of Texas, Austin.KEY QUALIFICATIONS ANDEXPERTISEAs a result of his service as a chieffinancial o​cer at a major corporation directing the treasury, finance, planning, insurance, risk, and accounting functions, the Board believes that Mr.Robillard brings to the Board large company leadership, financial expertise, and experience in the oil and gas industry. The Board believes that Mr.Robillard’s background provides the necessary expertise to serve as the Chairman of the Audit Committee of the Board.CAREER HIGHLIGHTS•From 1999 until his retirement in 2004, Mr.Zeglis served as ChiefExecutive O​cer and Chairman of the Board of AT&T WirelessServices, Inc.•He served as President of AT&T Corporation fromDecember1997 to July2001, Vice Chairman from June1997 to November1997, General Counsel and Senior Executive Vice President from 1996 to 1997, and Senior Vice President and General Counsel from 1986 to 1996.•Mr.Zeglis has been a Director of The Duchossois Groupsince2010.•He has previously served on the boards of numerous other publicand private companies. JOHN D. ZEGLIS DIRECTORAge 75COMMITTEESAuditNominating andCorporate Governance Director since 1989EDUCATIONMr.Zeglis holds a Bachelor ofScience in Finance degree from the University of Illinois and a Juris Doctor from Harvard Law School.KEY QUALIFICATIONS ANDEXPERTISEThrough his past service as a chiefexecutive o​cer at a major corporation and service as a Director of large, publicly-traded multi-national corporations, Mr.Zeglis brings to the Board large company leadership, expertise and experience in many areas including corporate governance, and general business and financial strategic oversight. The Board believes Mr.Zeglis provides significant insight and guidance to the Board and the Company. 252023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 15CHKSUM Content: 10161 Layout: 31923 Graphics: 16353 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps, zeglis_john_med_4c_pht.eps, robillard_donald_med_4c_pht.eps V1.5

Transactions with Related Persons, Promoters, and Certain Control Persons The Company has adopted written Related Person Transaction Policies and Procedures. The Audit Committee isresponsible for applying such policies and procedures. The Audit Committee reviews all transactions, arrangements, or relationships in which the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, the Company is a participant, and any related person has or will have a direct or indirect material interest. In general, a related person is any Company executive o​cer, Director, or nominee for election as a Director, any greater than five percent beneficial owner of our common stock, and immediate family members of any of the foregoing.The Audit Committee applies the applicable policies and procedures by reviewing the material facts of allinterested transactions that require the Audit Committee’s approval and either approves or disapproves of the entry into the interested transaction, subject to the exceptions described below. Any member of the Audit Committee who is a related person with respect to a transaction under review may not vote with respect to the approval of the transaction. In determining whether to approve or ratify an interested transaction, the Audit Committee takes into account, among other factors it deems appropriate, the nature of the related person’s interest in the interested transaction, the material terms of the interested transaction including whether the interested transaction is on terms no less favorable than terms generally available to an una​liated third party under the same or similar circumstances, the materiality of the related person’s direct or indirect interest in the interested transaction, the materiality of the interested transaction to us, the impact of the interested transaction on the related person’s independence (as defined in our Corporate Governance Guidelines and the NYSE listing standards), and the actual or apparent conflict of interest of the related person participating in the transaction (as contemplated under our Code of Business Conduct and Ethics). The following transactions are deemed to be pre-approved under the applicable policies and procedures:(i)Director and executive o​cer compensation otherwise required to be disclosed in our proxy statement, (ii)transactions where all of our stockholders receive proportional benefits, (iii)certain banking-related services, and (iv)transactions available to our employees generally.There are no related person transactions required to be reported in this proxy statement.Our Risk Management Program and the Board’s Role in Risk Oversight The Board and its committees have direct oversight of the risk management functions of the Company. We maintain an enterprise risk management program designed to identify, monitor, assess, and mitigate significant risks facing the Company.Board of DirectorsAt each regular meeting, the Board reviews the Company’s financial condition and results of operations, hears reports concerning factors that could afect the business in the future, and receives a report on the Company’s most significant risks. The Board annually approves a capital budget, with subsequent approval required for any significant variations. In addition, the Board receives information from management concerning operations, safety, legal, regulatory, insurance, finance, strategy, environmental, social, and governance matters, as well as information regarding any material risks associated with each of the foregoing. The full Board (or the appropriate Board committee, if the Board committee is responsible for the oversight of the matter) receives this information through updates from the appropriate members of management to enable it to understand and monitor the Company’s risk management practices. When a Board committee receives an update, the chairperson of the relevant Board committee reports on the discussion to the full Board at the next Board meeting. This enables the 262023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 16CHKSUM Content: 32814 Layout: 61152 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5

Board and the Board committees to coordinate their oversight of risks facing the Company. The Board overseesour sustainability initiatives, with aspects of such oversight formally integrated into Board meetings, with its committees focusing on certain aspects of sustainability related to their functions.Human Resources CommitteeConsulting with its compensation consultant and with management, the Human Resources Committee establishes performance goals for the Company’s various compensation plans. These performance goals are intended to drive behavior that does not encourage or result in any material risk of adverse consequences to the Company and/or its stockholders. Further information concerning the Human Resource Committee’s role in risk management in connection with executive compensation can be found below in “Compensation Risk Assessment.”Nominating and Corporate Governance CommitteeThe Nominating and Corporate Governance Committee also has a role in risk oversight for the Company, including, but not limited to,overseeing managementsuccession planning and assessing corporate governance on a periodic basis. The Nominating and Corporate Governance Committee is also responsible for Director succession planning, which includes eforts to mitigate risks associated with the loss of expertise and leadership at the Board level.Audit CommitteeThe Audit Committee plays a significant role in oversight of risks associated with the Company’s financial performance, internal and external audit functions, legal and tax contingencies, cybersecurity, physical security, and other exposures. We have dedicated teams to address cybersecurity threats, including an incident and response team, a security operations team, and a cybersecurity architect responsible for overall strategy; the Audit Committee receives an update on cybersecurity matters quarterly. The Company’s independent auditors, Chief Financial O​cer, Chief Legal and Compliance O​cer, Chief Accounting O​cer, Vice President of Internal Audit, General Counsel, Senior Vice President of Information Technologies and Engineering, Director of IT Governance and Response, Director of Risk Management and Insurance, Senior Manager of Compliance, Director of Global Security, and Tax Director report to the Audit Committee at each regular quarterly meeting. The Audit Committee reviews and approves the annual internal audit plan and also receives reports on all internal audits. The Audit Committee also reviews and discusses with management the Company’s processes and policies with respect to risk assessment and risk management, including the Company’s enterprise risk management program.Enterprise Risk Management ProgramOur enterprise risk management program is designed to identify and monitor risks to the Company, assess the Company’s risk mitigation plans, and consult on further measures that can be taken to address new and existing risks. Our Enterprise Risk Management Committee, which meets quarterly, is comprised of our executive o​cers, Senior Vice President of Information Technologies and Engineering, and Vice President of Internal Audit. Our Risk Management and Insurance Department is responsible for the implementation of our enterprise risk management program and maintains a register of risks and initiates reviews and assessments. The Director of Risk Management and Insurance reports to the Audit Committee and full Board quarterly.Compensation Risk Assessment Management regularly reviews the Company’s compensation programs and practices applicable to all employees, including executive o​cers, in order to assess the risks presented by such programs and practices. This review includes analyzing the likelihood and magnitude of potential risks, focusing on program elements such as pay mix and amount, performance metrics and goals, the balance between annual and long-term incentives, the terms of equity and bonus awards, and change-in-control arrangements. The review also takes into account mitigating features embedded in our compensation programs and practices such as capped payout levels for both annual bonuses and performance-based equity grants under the Company’s equity compensation plan, the use of individual performance objectives to increase or decrease bonus payouts, stock ownership guidelines aligning the 272023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 17CHKSUM Content: 61333 Layout: 59524 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5

interests of our named executive o​cers (as defined herein) with stockholders, claw-back provisions contained inequity compensation plan award and other agreements, the use of multiple performance measures, and multi-year vesting schedules for equity awards.The findings of this risk assessment are discussed with the Human Resources Committee. Based on theassessment, we have determined that our compensation programs and practices applicable to all employees, including our named executive o​cers, are aligned with the interests of stockholders, appropriately reward pay for performance, and are not reasonably likely to have a material adverse efect on the Company.Communication with the Board The Board has established several means for employees, stockholders, and other interested persons to communicate their concerns to the Board, including our Lead Director or non-management directors as a group. If the concern relates to our financial statements, accounting practices, or internal controls, the concern may be submitted in writing to the Chairperson of the Audit Committee in care of our Corporate Secretary at our headquarters address. If the concern relates to our governance practices, business ethics, or corporate conduct, the concern may be submitted in writing to the Lead Director and/or the Chairperson of the Nominating and Corporate Governance Committee in care of our Corporate Secretary at our headquarters address. If the concern is intended for the non-management presiding Director or the non-management Directors as a group, the concern may be submitted in writing to such presiding Director or group in care of our Corporate Secretary at our headquarters address. If the employee, stockholder, or other interested person has an unrelated concern or is unsure as to which category his or her concern relates, he or she may submit it in writing to the Board or any one of the Directors in care of our Corporate Secretary at our headquarters address. Our headquarters address is: Each communication intended for any management or non-management Director(s) or for the entire Board and received by the Corporate Secretary that is related to our operations will be promptly forwarded to the specified party.Governance Documents At the Annual Meeting, 10 Directors are to be elected for terms of one year each. All incumbent Directors, except Mr.Rust and Ms.VanDeWeghe, are standing for re-election. All nominees have agreed to be named in this proxy statement and have indicated a readiness to continue to serve if elected. The NCG Committee has determined that each of the nominees qualifies for election under its criteria for evaluation of directors and has recommended that each of the candidates be nominated for election. If any nominee becomes unable to serve prior to the Annual Meeting, shares represented by proxy may be voted for a substitute designated by the Board of Directors, unless a contrary instruction is noted on the proxy. The Board of Directors has no reason to believe that any of the nominees will become unavailable. As detailed under “Additional Information Concerning the Board of Directors— Director Independence” below, the Board of Directors has a​rmatively determined that each of the nominees, other than Messrs.Helmerich and Lindsay, qualifies as “independent” as that term is defined under the rules of the NYSE and the SEC, as well as our Corporate Governance Guidelines. Helmerich& Payne, Inc.1437 South Boulder Avenue Suite1400 Tulsa, Oklahoma 74119 282023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 18CHKSUM Content: 29339 Layout: 14967 Graphics: 20382 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps, Email_4c_icon.eps V1.5

D irector Compensation in Fiscal 2022 For Fiscal 2022, the non-employee directors received the following compensation: Quarterly RetainerRole ($) Chairman of the Board (Mr.Helmerich) 37,500 Each Other Non-Employee Director 25,000 Lead Director 6,250 Audit Committee Chair 7,500 Human Resources Committee Chair 3,750 Nominating and Corporate Governance Committee Chair 3,750 Each Member of the Audit Committee 1,250 Intended Value on the Date of GrantNon-Employee Director Annual Restricted Stock Grant ($) Chairman of the Board 270,000 Other Non-Employee Directors 180,000Non-employee Director compensation was reviewed during fiscal 2022, and the following adjustments were madeto committee chair retainers: increase from $3,750 to $7,500 for the Audit Committee Chair; increase from $2,500 to $3,750 for the Human Resources Committee Chair; and increase from $2,500 to $3,750 for the Nominating and Corporate Governance Committee Chairefective March 3, 2022.These increases were approved by the Board in connection with the Human Resource Committee’s review of peer director compensation practices in order to remain market competitive and properly compensate Board committee chairs for the time and energy required of their respective roles.All non-employee Directors are also reimbursed for expenses incurred in connection with attending Board meetingsand Board committee meetings. Directors who are also employees do not receive additional compensation for serving on the Board. Restricted stock is the sole form of stock-based compensation awarded to Directors.Director Deferred Compensation Plan All non-employee Directors may participate in our Director Deferred Compensation Plan (the “Director Plan ”), underwhich each Director may defer all or a portion of his or her cash and stock compensation. Participating Directors may direct deferred cash compensation into an interest investment alternative (which accrues at a rate equal to prime plus one percent) or a stock unit investment alternative (under which the Director’s account is credited with a number of stock units determined by dividing the Director’s deferred compensation amount by the fair market value of one share of our common stock on the deferral date, and which stock units then increase or decrease in value based on changes in our stock price and dividends paid on our common stock). Deferred stock compensation must be deferred into the stock unit investment alternative. Subject to limited emergency withdrawals and distributions upon a change-in-control event, all distributions from the Director Plan are made in cash upon the Director’s separation from service. 292023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 19CHKSUM Content: 44413 Layout: 59524 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

Director Compensation Table The following table shows the compensation of the members of the Board who served at any time during fiscal2022, other than Mr. Lindsay, whose compensation as a named executive o​cer is set forth in the Summary Compensation Table. Fees Earned or Paid in Stock All Other Cash(1) Awards(2) Compensation(3) TotalName ($) ($) ($) ($) Delaney M. Bellinger 105,000 179,996 5,517 290,513 Belgacem Chariag 100,000 179,996 5,100 285,096 Kevin G. Cramton 105,000 179,996 5,517 290,513 Randy A. Foutch 138,750 179,996 5,517 324,263 Hans Helmerich 150,000 269,975 8,276 428,251 José R. Mas 100,000 179,996 5,517 285,513 Thomas A. Petrie 113,750 179,996 5,517 299,263 Donald F. Robillard, Jr. 131,250 179,996 5,517 316,763 Edward B. Rust, Jr. 105,000 179,996 5,517 290,513 Mary M. VanDeWeghe 100,000 179,996 5,517 285,513 John D. Zeglis 105,000 179,996 5,517 290,513(1)Regular cash retainers, committee chair fees and lead director fees are paid quarterly in March, June, September,and December.(2)Includes restricted stock and restricted stock deferred to stock units under our Director Plan. The amounts included in this columnrepresent the aggregate grant date fair value of restricted stock determined pursuant to Financial Accounting Standards Board (“FASB ”)Accounting Standards Codification (“ASC ”) Topic 718. For additional information, including valuation assumptions with respect to thegrants, refer to note 11, “Stock-Based Compensation,” to our audited financial statements for the fiscal year ended September30, 2022,included in our Annual Report on Form 10-K filed with the SEC on November17, 2022 (the “2022 Form 10-K ”).(3)Amounts in this column are dividends on restricted stock and dividends credited on stock units under the Director Plan and do not includeany perquisites and other personal benefits, the aggregate amount of which with respect to any Director, does not exceed $10,000.O utstanding Equity Awards At Fiscal 2022 Year-End (Directors) The following table provides information on the aggregate number of unvested stock awards and unexercisedoption awards outstanding for each non-employee Director as of September30, 2022. Aggregate Stock Awards Aggregate Option Awards Outstanding as of September30, Outstanding as of September30, Name 2022(#)(1) 2022(#)(2) Delaney M. Bellinger 4,733(3) 2,926 Belgacem Chariag 4,733(4) — Kevin G. Cramton 4,733(4) 12,613 Randy A. Foutch 4,733(4) 41,737 Hans Helmerich 7,099(4) 131,860 José R. Mas 4,733(4) 12,613 Thomas A. Petrie 4,733(4) 41,737 Donald F. Robillard, Jr. 4,733(3) 40,159 Edward B. Rust, Jr. 4,733(4) 41,737 Mary M. VanDeWeghe 4,733(3) — John D. Zeglis 4,733(4) 41,737(1)Represents shares of restricted stock or stock units deferred pursuant to the Director Plan, which were granted on March2, 2022,andvest on the one-year anniversary of the grant date.(2)No stock options were awarded in fiscal 2022,and no Director holds unvested and unexercisable stock option awards.(3)Represents stock units deferred pursuant to the Director Plan. (4)Represents restricted stock. 302023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.da | Sequence: 20CHKSUM Content: 7010 Layout: 4278 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, H&P Dark Blue, Magenta, Cyan, ~note-color 2, Black, H&P Blue GRAPHICS: folio_drill_4c.eps V1.5

In this discussion and analysis, we describe our compensation philosophy and program for our named executiveo​cers (“named executive o​cers ” or “NEOs ”) whose compensation is set forth in the Summary CompensationTable and other compensation tables included in this proxy statement. For the year ended September30, 2022, our named executive o​cers included the following individuals:Officers Title John W. Lindsay President and Chief Executive Officer Mark W. Smith Senior Vice President and Chief Financial Officer Cara M. Hair Senior Vice President, Corporate Services and Chief Legal and Compliance Officer John R. Bell Senior Vice President, International and Offshore Operations of Drilling Subsidiary Michael P. Lennox Senior Vice President, U.S. Land Operations of Drilling SubsidiaryExecutive SummaryAccess to responsible and e​cient energy is fundamental to sustaining and improving the quality of all lives on a global basis. For more than 100 years, H&P has been a trusted partner in the industry. The Company’s longevity results from our commitments to our stockholders, business partners, employees, and the communities in which we operate. We are a leader of the drilling industry through our innovation, the value we bring to customers, and our support of sustainability across our operations. Our customer-centric approach continues to underpin our oferings as we evolve and deliver a wider array of drilling and digital technology solutions.Much of the Company’s success and resilience in a cyclical industry is due to our ability to manage unfavorablecycles and seize opportunities in favorable ones. Most recently, we efectively navigated the sharp market downturn beginning in March2020 which positioned us to capture opportunities in fiscal 2021 during the modest recovery in our sector. In fiscal 2022, we accelerated the momentum achieved in fiscal 2021. For example, in fiscal 2022:•we increased our operating revenue 75% year-over-year;•our North American Solutions segment increased its direct margin performance 125% compared to fiscal2021(1);•we had 192 rigs under contract on September30, 2022, which represented a 40% increase year-over-year; •we paid ~$107M in dividends and repurchased ~$77M of shares at ~$24/share; •we advanced our strategy to expand internationally, highlighted by our strategic alliance with TamboranResources Limited in Australia and the finalization of a rig enablement framework agreement with ADNOCDrilling Company PJSC, which provides further opportunity to build on our strategic relationship with this Middle East company and combine our capabilities to deliver exceptional operational performance; and•we progressed our strategy to have a solutions-based role in the energy transition sector, drilling the firstlateral geothermal well in the U.S.Our ability to drive our momentum from fiscal 2021 through fiscal 2022 culminated in our October2022 announcement of H&P’s 2023 Supplemental Shareholder Return Plan, which is currently projected to provide nearly $210 million combined in established base and supplemental dividends in fiscal 2023.(2)(1)Direct margin is a non-GAAP measure. Please refer to the discussion of non-GAAP financial measures and reconciliations to GAAPmeasures beginning on page 52 of our Annual Report on Form 10-K for the year ended September30, 2022.(2)Planned base and supplemental dividends represent our current intention of returning capital to stockholders during fiscal year 2023based upon our outlook of market and industry conditions at present, including our current expectations surrounding rig pricing, activitylevels, margins, cash generation, capital expenditures,and other investment opportunities. In determining whether to proceed with the fiscal year 2023 base dividends and the supplemental dividends, management and the Board of Directors will continue to review the Company’s financial position and performance together with relative market conditions at that time in order for the Board of Directors to determine the amount, timing and approval of any dividend payments. 402023 Proxy Statement Toppan Merrill - Helmerich _ Payne_ Inc. DEF 14A ED | 111289 | 17-Jan-23 16:43 | 23-1484-1.ea | Sequence: 9CHKSUM Content: 49565 Layout: 4278 Graphics: 60298 CLEAN JOB: 23-1484-1 CYCLE#;BL#: 11; 0 TRIM: 8.25" x 10.75" AS: Dallas: 214-698-9777COLORS: Yellow, Magenta, Cyan, ~note-color 2, Black, H&P Blue, H&P Med Blue GRAPHICS: folio_drill_4c.eps V1.5