PATTERSON UTI ENERGY INC

8-K · pten-20260604.htm iXBRL

0000889900 2026-06-04 2026-06-04

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 _______________________________________________
 FORM 8-K
 _______________________________________________
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 4, 2026
 _______________________________________________
 Patterson-UTI Energy, Inc.
 (Exact name of Registrant as Specified in Its Charter)
 _______________________________________________

 Delaware
 1-39270 75-2504748
 (State or Other Jurisdiction
 of Incorporation)
 (Commission
 File Number)
 (IRS Employer
 Identification No.)

 10713 W. Sam Houston Pkwy N , Suite 800
 Houston , Texas
   77064

 (Address of Principal Executive Offices)   (Zip Code)

 Registrant’s Telephone Number, Including Area Code: 281 - 765-7100
 Not Applicable
 (Former Name or Former Address, if Changed Since Last Report)
 _______________________________________________
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol Name of each exchange on which registered
 Common Stock, $0.01 Par Value PTEN The Nasdaq Global Select Marke t

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company o
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) was originally approved by the stockholders of Patterson-UTI Energy, Inc. (the “Company”) on June 3, 2021. On April 1, 2026, subject to the approval of the stockholders of the Company, the Board of Directors of the Company approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 28.9 million shares (the “Amendment” and the 2021 Plan, as previously amended and further amended by the Amendment, the “Plan”).
 As reported below, at the Annual Meeting of Stockholders of the Company on June 4, 2026, the Company’s stockholders approved the Amendment. A description of the material terms and conditions of the Plan appears under “Proposal No. 3 – Approval of Amendment to 2021 Long-Term Incentive Plan” on pages 20-28 of the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 13, 2026, which description is incorporated herein by reference.
 The foregoing description of the Plan is qualified in its entirety by reference to the text of the Plan, which is included as Exhibit 10.1 hereto.

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 The Annual Meeting of Stockholders of the Company was held on June 4, 2026. Of the 379,615,632 shares of the Company’s Common Stock outstanding and entitled to vote at the meeting, 345,360,405 were present either in person or by proxy.
 The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the votes cast at the meeting:
 1. To elect ten directors to the Company’s Board of Directors to serve until the next annual meeting of the stockholders or until their respective successors are elected and qualified.

 Nominee Votes For Votes Withheld Broker Non-votes

 Tiffany (TJ) Thom Cepak 321,692,942 5,598,363 18,069,100
 Robert W. Drummond 326,258,075 1,033,230 18,069,100
 Gary M. Halverson 325,202,921 2,088,384 18,069,100
 William A. Hendricks, Jr. 325,095,021 2,196,284 18,069,100
 Curtis W. Huff 319,918,314 7,372,991 18,069,100
 Cesar Jaime 326,877,131 414,174 18,069,100
 Janeen S. Judah 325,601,541 1,689,764 18,069,100
 Amy H. Nelson 326,901,277 390,028 18,069,100
 Julie J. Robertson 317,669,255 9,622,050 18,069,100
 James C. Stewart 325,524,244 1,767,061 18,069,100

 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 Votes For Votes Against Abstentions Broker Non-votes
 334,874,711 10,307,536 178,158 0

 3. To approve an amendment to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan.

 Votes For Votes Against Abstentions Broker Non-votes
 319,700,114 7,391,767 199,424 18,069,100

 4. To cast a vote to approve, on an advisory basis, the Company’s compensation of its named executive officers as set forth in the proxy statement for the Annual Meeting.

 Votes For Votes Against Abstentions Broker Non-votes
 311,543,039 15,554,952 193,314 18,069,100

 Item 8.01 Other Events.

 On June 4, 2026, the Company completed its previously announced redemption of all the approximately $482.5 million aggregate principal amount of its outstanding 3.95% Senior Notes due 2028 (the “2028 Notes”). The 2028 Notes were redeemed at a redemption price of 100.00% of the principal amount of the 2028 Notes outstanding, plus accrued and unpaid interest to the redemption date. The redemption of the 2028 Notes was funded using a portion of the net proceeds from the Company’s previously announced offering of $500 million aggregate principal amount of its 6.050% Senior Notes due 2036 that closed on May 19, 2026.

 Item 9.01 Financial Statements and Exhibits.
 d) Exhibits:

 Exhibit No. Description
 10.1* Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (as amended through June 4, 2026).

 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 * Filed herewith.

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Patterson-UTI Energy, Inc.

 June 4, 2026 By: /s/ Seth D. Wexler
 Name: Seth D. Wexler
 Title: Executive Vice President, General Counsel and Secretary