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Patterson-UTI Energy (PTEN) expands equity plan and refinances with 2036 senior notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Patterson-UTI Energy, Inc. reported results from its annual stockholder meeting and a significant debt refinancing move. Stockholders approved an amendment to the 2021 Long-Term Incentive Plan to increase shares available for issuance by 28.9 million shares, supporting future equity-based compensation.

All ten director nominees were elected, the auditor was ratified, and advisory approval was given to executive compensation. The company also completed the redemption of approximately $482.5 million of 3.95% Senior Notes due 2028 at 100% of principal plus accrued interest, funded from a previously completed offering of $500 million of 6.050% Senior Notes due 2036.

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Insights

Patterson-UTI refinances 2028 debt with longer-dated 2036 notes.

Patterson-UTI redeemed about $482.5 million of 3.95% Senior Notes due 2028, paying 100% of principal plus accrued interest. This redemption was funded using part of the net proceeds from a $500 million offering of 6.050% Senior Notes due 2036.

The transaction extends the company’s debt maturity profile from 2028 to 2036 at a higher stated coupon. The filing does not discuss covenants or other terms, so the overall effect on flexibility and interest expense depends on the detailed note provisions not summarized here.

Investors can compare future interest expense and debt balances in subsequent filings to assess how this refinancing influences cash flows over time, especially as the 6.050% notes remain outstanding through 2036 unless repaid or refinanced earlier.

Shareholders back board slate and expand equity incentive share pool.

Stockholders approved increasing the 2021 Long-Term Incentive Plan share pool by 28.9 million shares, allowing continued use of equity awards under the plan. They also provided advisory approval of named executive officer compensation and ratified PricewaterhouseCoopers LLP as auditor for the year ending December 31, 2026.

All ten director nominees received strong support, with each candidate’s votes-for count exceeding 317 million shares. Total shares outstanding and entitled to vote were 379,615,632, with 345,360,405 shares represented in person or by proxy, indicating high participation in the meeting’s governance decisions.

Subsequent proxy and periodic filings can give more detail on the equity plan’s usage and any dilution effects as the additional 28.9 million shares are granted and vest over future periods, alongside ongoing say-on-pay outcomes.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding entitled to vote 379,615,632 shares Common stock outstanding and entitled to vote at annual meeting
Shares represented at meeting 345,360,405 shares Shares present in person or by proxy at annual meeting
Equity plan share increase 28.9 million shares Additional shares available under 2021 Long-Term Incentive Plan
Redeemed 3.95% Senior Notes 2028 $482.5 million Aggregate principal amount of notes redeemed June 4, 2026
New 6.050% Senior Notes 2036 $500 million Aggregate principal of notes issued May 19, 2026
Votes for equity plan amendment 319,700,114 votes Proposal to amend 2021 Long-Term Incentive Plan
Votes for auditor ratification 334,874,711 votes Ratification of PricewaterhouseCoopers LLP for year ending Dec. 31, 2026
Long-Term Incentive Plan financial
"The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”) was originally approved"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
Broker Non-votes financial
"Nominee | Votes For | Votes Withheld | Broker Non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Senior Notes financial
"3.95% Senior Notes due 2028 (the “2028 Notes”). The 2028 Notes were redeemed"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
redemption price financial
"were redeemed at a redemption price of 100.00% of the principal amount"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
aggregate principal amount financial
"approximately $482.5 million aggregate principal amount of its outstanding 3.95% Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
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FAQ

What did Patterson-UTI Energy (PTEN) shareholders approve at the 2026 annual meeting?
Shareholders approved all key proposals, including electing ten directors, ratifying PricewaterhouseCoopers LLP as auditor, expanding the 2021 Long-Term Incentive Plan, and giving advisory approval of named executive officer pay. Each item received strong support based on the reported vote totals.

How many additional shares were added to Patterson-UTI’s 2021 Long-Term Incentive Plan?
Shareholders approved an amendment increasing the shares available under Patterson-UTI’s 2021 Long-Term Incentive Plan by 28.9 million shares. This expansion supports future equity-based compensation grants to directors, officers, and employees under the existing long-term incentive framework.

How many Patterson-UTI (PTEN) shares were outstanding and represented at the 2026 meeting?
There were 379,615,632 shares of common stock outstanding and entitled to vote. Of these, 345,360,405 shares were present in person or by proxy, indicating a high level of shareholder participation in the annual meeting decisions.

What debt did Patterson-UTI Energy redeem on June 4, 2026?
Patterson-UTI redeemed approximately $482.5 million aggregate principal amount of its 3.95% Senior Notes due 2028. The notes were redeemed at 100% of principal plus accrued and unpaid interest as of the redemption date specified in the disclosure.

How did Patterson-UTI fund the redemption of its 3.95% Senior Notes due 2028?
The company funded the redemption using a portion of net proceeds from a previously announced offering of $500 million aggregate principal amount of 6.050% Senior Notes due 2036, which closed on May 19, 2026, effectively refinancing shorter-dated debt with longer-maturity notes.

Did Patterson-UTI shareholders approve the amendment to the 2021 Long-Term Incentive Plan?
Yes. The amendment to the 2021 Long-Term Incentive Plan was approved with 319,700,114 votes for, 7,391,767 votes against, 199,424 abstentions, and 18,069,100 broker non-votes, enabling the company to issue additional equity awards under the plan.
0000889900false00008899002026-06-042026-06-04

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
1-3927075-2504748
(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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 Par ValuePTEN
The Nasdaq Global Select Market
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.
NomineeVotes ForVotes WithheldBroker Non-votes
Tiffany (TJ) Thom Cepak321,692,9425,598,36318,069,100
Robert W. Drummond326,258,0751,033,23018,069,100
Gary M. Halverson325,202,9212,088,38418,069,100
William A. Hendricks, Jr.325,095,0212,196,28418,069,100
Curtis W. Huff319,918,3147,372,99118,069,100
Cesar Jaime326,877,131414,17418,069,100
Janeen S. Judah325,601,5411,689,76418,069,100
Amy H. Nelson326,901,277390,02818,069,100
Julie J. Robertson317,669,2559,622,05018,069,100
James C. Stewart325,524,2441,767,06118,069,100
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 ForVotes AgainstAbstentionsBroker Non-votes
334,874,71110,307,536178,1580
3.To approve an amendment to the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan.
Votes ForVotes AgainstAbstentionsBroker Non-votes
319,700,1147,391,767199,42418,069,100
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 ForVotes AgainstAbstentionsBroker Non-votes
311,543,03915,554,952193,31418,069,100
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).
104Cover 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, 2026By:/s/ Seth D. Wexler
Name: Seth D. Wexler
Title: Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

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