As a stockholder of Helmerich & Payne, Inc., you are invited to attend the Annual Meeting of Stockholders on March 6, 20182, 2021 (the "Annual Meeting") and vote on the items of business described in this proxy statement. The proxy is being solicited by and on behalf of the Board of Directors (the "Board of

Directors" or the "Board") of Helmerich & Payne, Inc., and will be voted at the Annual Meeting. Throughout this proxy statement, Helmerich & Payne, Inc. is referred to as the "Company," "we," "our""our," or "us."

Important Notice of Electronic Availability of Materials

As permitted by the rules of the SEC,Securities and Exchange Commission (the "SEC"), we are making our 20172020 Annual Report to Stockholders and this proxy statement available to stockholders electronically via the Internet at the following website:www.proxyvote.com.www.proxyvote.com. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice of Internet Availability of Proxy Materials ("Notice"), which was mailed to most of our stockholders, explains how you may access and review the proxy materials and how you may submit

your proxy on the Internet. If you received the Notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice. Stockholders who requested paper copies of proxy materials or previously elected to receive proxy materials electronically did not receive the Notice and are receiving the proxy materials in the format requested. The Notice and the proxy materials are first being made available to our stockholders on or about January 23, 2018.19, 2021.

If your shares are registered directly in your name with the Company's transfer agent, you are considered a "stockholder of record".record." If your shares are held in a brokerage account, by a trustee or by another nominee, you are considered a "beneficial owner" of those shares. Only stockholders of record or beneficial owners of the Company's common sharesstock may attend the meeting in person. If you are a stockholder of record, you may be asked to present proof of identification, such as a driver's license. Beneficial owners must also present evidence of share ownership, such as a recent brokerage account or bank statement. online.

All attendees must comply with our standing rules, which will be distributed upon entrance to the Annual Meeting. posted at www.virtualshareholdermeeting.com/HP2021. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described in this proxy statement so that your vote will be counted if you later decide not to attend the Annual Meeting.Meeting online.

Attending the Annual Meeting

You may vote at the Annual Meeting if you were a stockholder of record as of the close of business on January 5, 2021. The Annual Meeting will be conducted via live webcast. You will be able to participate in the Annual Meeting online and submit questions during the meeting at www.virtualshareholdermeeting.com/HP2021. You also will be able to vote your shares FORelectronically at the ten Director nominees identified under Proposal 1,Annual Meeting (other than shares held through our employee benefit plans, which must be voted prior to the Annual Meeting).

To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

The Annual Meeting webcast will begin promptly at 12:00 p.m., Central time. We encourage you to access the meeting prior to the start time. Online

check-in will begin at 11:45 a.m., Central time, and FOR Proposals 2you should allow ample time for the check-in procedures.

Reasons for Virtual Meeting

Due to the public health impact of the ongoing coronavirus ("COVID-19") pandemic, the Annual Meeting will be virtual only. The health and 3.well-being of our employees, stockholders, and partners are of the utmost importance to us.

Voting InformationTechnical Difficulties During the Annual Meeting

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/HP2021.

Accessing the Annual Meeting Website

All stockholders can visit the Annual Meeting website at www.virtualshareholdermeeting.com/HP2021.

On our Annual Meeting website, you can vote your proxy, submit questions, listen to a live audio

webcast of the Annual Meeting on March 2, 2021, access copies of this proxy statement and 2020 Annual Report to Stockholders and other information about the Company, and elect to view future proxy statements and annual reports online instead of receiving paper copies in the mail.

Record dateDate and quorum.Quorum

The holders of a majority of our outstanding common stock entitled to vote at the Annual Meeting must be present in persononline or by proxy for the transaction of business. This is called a quorum."quorum." Abstentions and broker non-votes (discussed(as defined below) will be counted as present for purposes of determining the presence of a quorum at the meeting. At the close of business on January 5, 2018,2021, there were 108,845,327109,291,244 issued and outstanding shares of our common stock, the holders of which are entitled to one vote per share on all matters. We have no other class of securities entitled to vote at the meeting. Only stockholders of record at the close of business on January 5, 2018,2021, will be entitled to vote at the Annual Meeting.

Submitting Voting Instructions for Shares Held in Your Name (i.e., You are a Stockholder of Record)

        Submitting voting instructions for shares held in your name (i.e., you are a stockholder of record).You may vote your shares of common stock by telephone or over the Internet, which saves the Company money, or by completing, signing, dating and returning a proxy.proxy or by attending the Annual Meeting online at www.virtualshareholdermeeting.com/HP2021 using your 16-digit control number and voting your shares electronically on March 2, 2021. A properly submitted proxy will be voted in accordance with your instructions unless you subsequently revoke your instructions. If you submit a signed proxy without indicating your vote, the person voting the proxy will vote your shares according to the Board of Director'sBoard's recommendation with respect to Proposals 1, 2, and 3 (FOR(i.e., FOR the ten11 Director nominees identified in this proxy statement, and FOR Proposals 2 and 3).

Submitting voting instructionsVoting Instructions for shares heldShares Held in street nameStreet Name (i.e., youYou are the beneficial ownerBeneficial Owner of your shares).Your Shares)

If you are a beneficial owner of shares, you must follow the instructions you receive from your broker or other organization holding your shares in street name.on your behalf. If you want to vote in person,online during the Annual Meeting, you must obtain a legal proxy from your broker and bring ituse your 16-digit control number to attend the Annual Meeting. If you do not submit voting instructions to the

organization that holds your shares on your behalf, that organization may still be permitted to vote your shares. In general, underUnder applicable New York Stock Exchange ("NYSE") rules, the organization that holds your shares may generally vote on routine matters. Proposal 2, the approval andratification of the appointment of the Company's independent auditor,auditors, is a routine matter. However, absent specific instructions from beneficial owners, brokers may not vote for non-routine matters. Proposal 1, the election of directors,Directors and Proposal 3, the advisory vote on executive compensation, are non-routine matters. Therefore, there may beSuch shares that are considered present at the Annual Meeting, but not voted by the broker non-votes with respect to Proposals 1 and 3.3, are referred to herein as "broker non-votes."

Revoking your proxy.Your Proxy

Any stockholder giving a proxy may revoke it at any time by submission of a later dated proxy or subsequent Internet or telephonic proxy. Stockholders who attend the Annual Meeting online may revoke any proxy previously granted and vote in person by written ballot.electronically during the Annual Meeting.

Voting Requirements.Requirements

The election of Directors will require the affirmative vote of a majority of the votes cast by the shares of common stock voting in persononline or by proxy at the Annual Meeting. A majority of the votes cast means that the number of shares voted FOR a Director must exceed the

number of shares voted AGAINST that Director. AbstentionsAs a result, abstentions and broker non-votes will not affect the outcome of the election of Directors. Any Director who receives a greater number of votes AGAINST his or her election than votes FOR such election shallwill tender his or her resignation to the Board of Directors in accordance with our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee will consider the resignation and recommend to the Board of Directors whether to accept or reject the resignation. The Board of Directors will consider all factors it deems relevant, make a determination, and publicly disclose its decision within 120 days following the date of the Annual Meeting.

With regard to Proposals 2 and 3, the affirmative vote of a majority of shares of common stock present in persononline or by proxy at the Annual Meeting and entitled to vote at the Annual Meeting is required for approval. As a result, abstentions will have the same effect as a vote AGAINST Proposals 2 and 3. A share that is a broker non-vote is not considered a share entitled to vote on the particular matter. Therefore, even though broker non-votes are counted in determining a quorum, with respect to Proposal 3, broker non-votes are excluded from the denominator in determining whether affirmative votes represented a majority of those present and entitled to vote at the Annual Meeting. With respect to Proposals 2Meeting and 3, abstentions will havenot affect the effectoutcome of a negative vote.Proposal 3.

Each outstanding share of our common stock will be entitled to one vote on each matter considered at the meeting. With regard to Proposal 1, the election of Directors, stockholders may vote FOR or AGAINST a Director nominee or abstain from voting on a Director nominee. The proxies executed and returned (or delivered via telephone, or over the Internet)Internet, or virtually during the Annual Meeting) can be voted only for the named nominees. With regard to Proposal 2, ratification of the appointment of the Company's independent auditors, and Proposal 3, the advisory vote on executive compensation, a stockholder may vote FOR or AGAINST the matter or abstain from voting on the matter.

Vote Tabulation and Results

Broadridge Financial Solutions, Inc. ("Broadridge") will tabulate all votes which are received prior to the date of the Annual Meeting. We have appointed two employee inspectors to receive Broadridge's tabulation,A representative of Broadridge will serve as inspector of election to tabulate all other votes and to certify the voting

results. We intend to publish the final results of each Proposal in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting.

Solicitation of Proxies

The cost of this solicitation will be paid by us. In addition, arrangements may be made with brokerage houses and other custodians, nominees, and fiduciaries to send proxies and proxy materialmaterials to their principals. Solicitation of proxies may be made

by mail, telephone, personal interviews, or by other means by our officers and employees who will not receive additional compensation for solicitation activities.

Other Matters

As of this date, management of the Company knows of no business which will come before the Annual Meeting other than that set forth in the notice of the

meeting. If any other matter properly comes before the meeting, the persons named as proxies will vote on it in accordance with their best judgment.

The following table sets forth those persons or groups who, to our knowledge, beneficially own more than 5%the names and ages of our common stock,executive officers, together with the numberpositions and offices held by such executive officers with the Company. Except as noted below, all positions and offices held are with the Company. Officers are

elected to serve until the meeting of shares beneficially owned by each,the Board of Directors following the next Annual Meeting of Stockholders and the percentage of outstanding stock so owned, as of December 8, 2017. At the close of business on December 8, 2017, there were 108,844,165 issueduntil their successors have been duly elected and outstanding shares of our common stock.qualified or until their earlier resignation or removal.

        The following table sets forthAt Helmerich & Payne, we marked our 100 year anniversary in 2020 as we continue to execute on strategies that lead to our success in the total number of shares of common stock beneficially owned by eachindustry and the long-term sustainability of the present DirectorsCompany. We are committed to operating in a clean, safe and nominees,environmentally responsible manner, and we strive to minimize any potentially negative environmental

impacts by reducing pollution and waste and conserving natural resources.

Our focus on technology, people, community, resourcefulness, and innovation all promote our Chief Executive Officer ("CEO") and all other executive officers named in the Summary Compensation Table, and all Directors and executive officers asability to be a group, and the percentsustainable company. Some of the outstanding common stock so owned by each as of December 8, 2017.actions we take to improve our sustainability are described below:

PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, ten11 Directors are to be elected for terms of one year each. Messrs. Cramton and Mas, who were appointed to the Board of Directors on March 1, 2017 and will stand for election at the Annual Meeting, were identified by a third-party search firm engaged by the Nominating and Corporate Governance Committee to assist in identifying potential Directors. All other incumbent Directors 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 Nominating and Corporate Governance Committee of our Board of Directors(referred to in this section as 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 beforeprior 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 "Corporate Governance —

"Additional Information Concerning the Board of Directors—Director Independence" below, the Board of Directors has affirmatively 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 New York Stock Exchange ("NYSE")NYSE and the SEC, as well as our Corporate Governance Guidelines.

Directors are required by our By-laws to be less than age 72 when elected or appointed. The Board may waive the age limit for directors whose continued service is deemed uniquely important to the Company. The Board has waived the age limits for Thomas A. Petrie and John D. Zeglis because of the valuable perspective that their service brings to the Board.

We 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 affairs 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 for election 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 in the Corporate Governance Guidelines;

•

assess the performance of the Director during the preceding term; and



•

determine whether there exist any special, countervailing considerations against re-nomination of the Director.

If the NCG Committee determines that (i) an incumbent Director consenting to re-nomination continues to be qualified 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 need to 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 professional search firm to assist in identifying qualified candidates.

As to each recommended candidate that the NCG Committee believes merits consideration, the NCG Committee will:

•

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 Governance Guidelines and the eligibility requirements of our By-laws;

•

determine if the candidate possesses any of the specific qualities or skills that the NCG Committee believes must 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 among the Directors.

Based on all available information and relevant considerations, the NCG Committee will select and recommend to the Board a candidate who, in the view of the NCG Committee, is most suited for membership on the Board.

The 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 one recommendation from any stockholder or affiliated 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

		Helmerich & Payne, Inc. Attention: Corporate Secretary 1437 South Boulder Avenue Suite 1400 Tulsa, Oklahoma 74119

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 affiliates). 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.

Our By-laws provide that stockholders meeting certain requirements may nominate persons for election to the Board 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."

All 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 operational scope similar to ours;



•

must have, and be prepared to devote, adequate time to the Board and its committees; and



•

must not conflict with any of our term or age limits for Directors.

The NCG Committee will also ensure that:

​	​	​
		at least a majority of the Directors serving at any time on the Board are independent, as defined under the rules of the NYSE and applicable law;
​	​	​

​	​	​
		all Audit Committee members are independent and satisfy the financial literacy requirements required for service 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 substantial private company.
​	​	​

Our Corporate Governance Guidelines also provide, in lieu of a formal diversity policy, that as part of the nomination 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 also consider 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.