PTEN Patterson Uti Energy Inc - 8-K

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.