PTEN

EX-99.1

2 a2026q2earningsreleaseex991.htm

EX-99.1

Document

Exhibit 99.1

Contact: Michael Sabella

Vice President, Investor Relations

(281) 885-7589

Patterson-UTI Energy Reports Financial Results for the Quarter Ended June 30, 2026

HOUSTON, Texas – July 29, 2026 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended June 30, 2026.

Second Quarter 2026 Financial Results and Other Key Items

•Second Quarter 2026 Total Revenue of $1.2 billion, a 10% sequential increase

•Second Quarter 2026 Net Loss Attributable to Common Stockholders of $20 million

◦Adjusted Net Income(1) Attributable to Common Stockholders of $1 million; excludes a $21 million non-cash charge associated with the exit of our Contract Drilling operations in Colombia and a $5 million non-cash write down of other noncontrolling investments

•Second Quarter 2026 Adjusted EBITDA(2) of $232 million

•Expecting further growth in Drilling and Completion activity and pricing in the third quarter

•Declared a quarterly dividend of $0.10 per share, payable on September 15, 2026 to holders of record as of September 1, 2026

Management Commentary

“We delivered a strong quarter, with a positive inflection in activity and momentum building across each of our businesses as we moved through the second quarter and into the third,” said Andy Hendricks, Chief Executive Officer. “Our team executed very well, customer activity is growing, and the U.S. onshore market is responding to a more constructive commodity price environment. These results reflect the strategic investments we have made to position Patterson-UTI as a premier oilfield services company across each of our core businesses. Importantly, this second quarter performance was achieved without the benefit of the additional growth capital investments announced during the quarter. We expect those investments to support continued growth into 2027 and beyond, while further strengthening our technology leadership.”

“Commodity volatility has continued into the third quarter amid ongoing geopolitical uncertainty, but the broader market backdrop has become increasingly constructive,” continued Mr. Hendricks. “Higher commodity prices contributed to increased U.S. onshore drilling activity during the second quarter, and that momentum has carried into the third. As the quarter progresses, we expect both drilling and completion activity to continue building. In Drilling Services, we have already signed contracts for additional rigs and are advancing the reactivation and upgrade work needed to activate those rigs. In Completion Services, our fleet was effectively sold out prior to industry activity increasing, and customer discussions around price increases remain very constructive, along with growing interest in our new Emerald natural gas direct drive technology and the added value of our integrated completion services. Taken together, these trends reinforce our confidence in the trajectory of our businesses and our ability to deliver additional returns for investors.”

“Activity is ramping faster than we initially expected, and we are moving decisively to capture opportunities that should create meaningful long-term value for Patterson-UTI,” said Andy Smith, Chief Financial Officer. “Seasonally, working capital in the first half is typically a use of cash for the company, and the stronger pace of activity required a larger working capital investment in the first half of the year as we supported higher customer demand. Working capital typically reverses somewhat in the second half. Importantly, even as we fund working capital and capital investments that strengthen earnings power over time, we still expect full-year 2026 free cash flow to more than cover our 2026 dividend payments, and we expect free cash flow to improve in 2027.”

Drilling Services

Second quarter Drilling Services revenue was $374 million, and adjusted gross profit(3) was $114 million. During the quarter, we made the decision to exit our Contract Drilling operations in Colombia, where we operated less than one rig on average during the period. In connection with this decision, our Direct Operating Costs include a non-cash charge of approximately $20 million, primarily related to the write-down of inventory that supported older rig technology in Colombia and the write-down of other assets in the country. Excluding these items, Drilling Services adjusted gross profit would have been $134 million.

U.S. Contract Drilling operating days totaled 8,361 during the second quarter, with an average of 92 rigs operating during the period. Activity strengthened as the quarter progressed, and we exited the quarter with 96 rigs operating. Higher demand, together with growing customer interest in structural rig upgrades, supported approximately 10-15% pricing increases on recently awarded term contracts compared to levels at the start of the year. Directional Drilling also delivered a strong quarter, driven i

EX-99.1

2 a2026q1earningsreleaseex991.htm

EX-99.1

Document

Exhibit 99.1

Contact: Michael Sabella

Vice President, Investor Relations

(281) 885-7589

Patterson-UTI Energy Reports Financial Results for the Quarter Ended March 31, 2026

HOUSTON, Texas – April 22, 2026 – PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) today reported financial results for the quarter ended March 31, 2026.

First Quarter 2026 Financial Results and Other Key Items

•First Quarter 2026 Total Revenue of $1.1 billion

•First Quarter 2026 Net Loss Attributable to Common Stockholders of $25 million

•First Quarter 2026 Adjusted EBITDA(1) of $205 million

•Declared a quarterly dividend of $0.10 per share, payable on June 15, 2026 to holders of record as of June 1, 2026

Management Commentary

“We delivered another quarter of solid operating results, as our businesses successfully navigated a challenging commodity environment to start the year,” said Andy Hendricks, Chief Executive Officer. “We are pleased with our performance given the macro backdrop earlier this year, with customers operating under budgets that were built around much lower oil price assumptions than what we see today. We continue to prioritize equipment and technology investments that improve demand for our drilling and completion businesses and help manage costs. We expect the benefits of these investments to build over time, particularly as U.S. land drilling and completion activity improves.”

“Looking ahead, geopolitical events have significantly increased the commodity strip for the next several years, and we believe U.S. activity will need to go higher just to hold U.S. onshore oil production steady,” continued Mr. Hendricks. “The second quarter represents a market inflection in response to improved commodity prices. As a result, in our Drilling Services segment we are activating drilling rigs later in the second quarter, and we anticipate reactivating additional rigs in the second half of 2026. In our Completion Services segment, we are close to full utilization across our active fleet, and we are discussing price increases with our customers to more appropriately reflect an increasing demand environment coupled with current high industry utilization.”

“We continue to be excited about the strong free cash flow potential for our company this year,” said Andy Smith, Chief Financial Officer. “Working capital headwinds in the first half of the year typically give way to tailwinds as the year progresses, and we expect this progression to be the same this year. As we continue to assess the outlook for the company under a new commodity price scenario, our corporate priorities remain unchanged; invest in equipment and digital technology that we believe will enhance our long-term sustainable operating advantage, generate strong and sustainable free cash flow, maintain a strong balance sheet, and return capital to our shareholders.”

Drilling Services

First quarter Drilling Services segment revenue totaled $352 million, with adjusted gross profit(2) of $134 million. Our U.S. Contract Drilling operating days totaled 8,301, with an average of 92 rigs working in the quarter. Revenue and adjusted gross profit during the first quarter included approximately $3 million in early termination payments.

Pricing was relatively steady for our U.S. Contract Drilling business. Additionally, we saw a full quarter of benefit for cost reduction measures that were implemented towards the end of 2025.

Completion Services

First quarter Completion Services revenue totaled $680 million, with adjusted gross profit of $98 million.

First quarter activity in our Completion Services segment was impacted by roughly 5 days of disruption from winter storms across nearly our entire fleet. Aside from the associated downtime from the winter storms, utilization of our active equipment remained high, and equipment that can be powered by natural gas was near full utilization.

Drilling Products

First quarter Drilling Products revenue totaled $80 million, with adjusted gross profit of $33 million.

Results in our Drilling Products segment were solid despite some industry headwinds. The segment was impacted by geopolitical events in the Middle East, with the Middle East comprising roughly 10-15% of the segment revenue. Starting late in the quarter, in the Middle East we saw an increase in costs, including personnel and logistics costs, some disruption associated with getting products to location, and a reduction in offshore activity.

Other

First quarter Other revenue totaled $6 million, with adjusted gross profit of $3 million.

Outlook

For the second quarter in Drilling Services, we expect an average U.S. rig count of approximately 90 rigs. We anticipate exiting the quarter at a higher level than the quarterly average, as we reactivate rigs during the second half of the quarter—resulting in an exit rate near our highest activity level so far this year. We expect adjusted gross profit in the Drilling

pten-202602040000889900false00008899002026-02-042026-02-04

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): February 4, 2026

Patterson-UTI Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware1-3927075-2504748 (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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On February 4, 2026, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and twelve months ended December 31, 2025. The press release, dated February 4, 2026, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated February 4, 2026 announcing financial results for the three and twelve months ended December 31, 2025.

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

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.

February 4, 2026By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202601050000889900false00008899002026-01-052026-01-05

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): January 5, 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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. Patterson-UTI Energy, Inc. (the “Company”) will deliver an investor presentation that includes the slides attached as Exhibit 99.1 to this Current Report on Form 8-K, which include certain updates to the Company’s previously issued guidance for the fourth quarter of 2025, and which are incorporated herein by reference. The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure. The Company will deliver an investor presentation that includes the slides attached as Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated herein by reference. The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits:

Exhibit No.Description 99.1Investor Presentation, dated January 5, 2026.

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

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.

January 5, 2026By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202510220000889900false00008899002025-10-222025-10-22

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): October 22, 2025

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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On October 22, 2025, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and nine months ended September 30, 2025. The press release, dated October 22, 2025, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated October 22, 2025 announcing financial results for the three and nine months ended September 30, 2025.

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

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.

October 22, 2025By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202507230000889900false00008899002025-07-232025-07-23

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): July 23, 2025

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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On July 23, 2025, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and six months ended June 30, 2025. The press release, dated July 23, 2025, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated July 23, 2025 announcing financial results for the three and six months ended June 30, 2025.

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

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.

July 23, 2025By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202504230000889900false00008899002025-04-232025-04-23

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): April 23, 2025

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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On April 23, 2025, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three months ended March 31, 2025. The press release, dated April 23, 2025, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated April 23, 2025 announcing financial results for the three months ended March 31, 2025.

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

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.

April 23, 2025By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202502050000889900false00008899002025-02-052025-02-05

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): February 5, 2025

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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On February 5, 2025, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and twelve months ended December 31, 2024. The press release, dated February 5, 2025, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated February 5, 2025 announcing financial results for the three and twelve months ended December 31, 2024.

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

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.

February 5, 2025By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202410230000889900false00008899002024-10-232024-10-23

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): October 23, 2024

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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On October 23, 2024, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and nine months ended September 30, 2024. The press release, dated October 23, 2024, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated October 23, 2024 announcing financial results for the three and nine months ended September 30, 2024.

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

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.

October 23, 2024By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202407240000889900false00008899002024-07-242024-07-24

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): July 24, 2024

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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On July 24, 2024, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and six months ended June 30, 2024. The press release, dated July 24, 2024, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated July 24, 2024 announcing financial results for the three and six months ended June 30, 2024.

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

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.

July 24, 2024By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

pten-202405010000889900false00008899002024-05-012024-05-01

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): May 1, 2024

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 ValuePTENThe 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 2.02 Results of Operations and Financial Condition. On May 1, 2024, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three ended March 31, 2024. The press release, dated May 1, 2024, is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events. To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits. (d) The following exhibit is furnished herewith:

99.1Press Release dated May 1, 2024 announcing financial results for the three months ended March 31, 2024.

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

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.

May 1, 2024By:/s/ C. Andrew Smith Name: C. Andrew Smith Title: Executive Vice President and Chief Financial Officer

8-K

0000889900false00008899002024-02-142024-02-14

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): February 14, 2024

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 14, 2024, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and twelve months ended December 31, 2023. The press release, dated February 14, 2024, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

99.1

Press Release dated February 14, 2024 announcing financial results for the three and twelve months ended December 31, 2023.

104

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

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.

February 14, 2024

By:

/s/ C. Andrew Smith

Name: C. Andrew Smith

Title: Executive Vice President and Chief Financial Officer

8-K

false0000889900PATTERSON UTI ENERGY INC00008899002023-11-072023-11-07

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): November 7, 2023

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 7, 2023, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and nine months ended September 30, 2023. The press release, dated November 7, 2023, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

As described in the press release furnished hereto as Exhibit 99.1, the Company realigned its reportable segments during the three months ended September 30, 2023 to align with certain changes in how its chief operating decision maker (“CODM”) manages and allocates resources to the business as a result of the Company’s merger with NexTier Oilfield Solutions Inc. and the acquisition of Ulterra Drilling Technologies, L.P. (“Ulterra”). Accordingly, the Company now has the following reportable business segments: (i) drilling services, (ii) completions services and (iii) drilling products.

Drilling Services — represents the Company’s contract drilling, directional drilling, oilfield technology and electrical controls and automation businesses.

Completion Services — represents the combination of the Company’s well completion business, which includes hydraulic fracturing, wireline and pumping, completion support, cementing and the Company’s legacy pressure pumping business.

Drilling Products — represents the Company's manufacturing and distribution of drill bits business, which was acquired with the Company’s acquisition of Ulterra on August 14, 2023.

Exhibit 99.2 provides certain recast segment financial information for the three months ended June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022 and March 31, 2022.

The information included in this Current Report on Form 8-K in no way amends or restates the Company’s previously reported consolidated financial statements for any period and is presented for informational purposes only. It does not change the Company’s previously reported total assets, liabilities or shareholders’ equity or its reported net income or earnings per share, nor does it reflect any subsequent information or events, other than as required to reflect the change in reportable segments as described above. This information should be read in conjunction with the Company’s previously filed reports.

The information furnished pursuant to Item 7

8-K

false0000889900PATTERSON UTI ENERGY INC00008899002023-07-262023-07-26

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): July 26, 2023

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):

☒

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 26, 2023, Patterson-UTI Energy, Inc. (the “Company” or “Patterson-UTI”) announced financial results for the three and six months ended June 30, 2023. The press release, dated July 26, 2023, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Important Information for Stockholders

In connection with the proposed merger of Patterson-UTI and NexTier Oilfield Solutions Inc. (“NexTier”), Patterson-UTI has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of Patterson-UTI and NexTier that also constitutes a prospectus of Patterson-UTI. The information in such registration statement is not complete and may be changed. Each of Patterson-UTI and NexTier also plans to file other relevant documents with the SEC regarding the proposed merger. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. After the registration statement is declared effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Patterson-UTI and NexTier. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and shareholders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Patterson-UTI and NexTier once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Patterson-UTI will be available free of charge on Patterson-UTI’s website at http://www.patenergy.com or by contacting Patterson-UTI’s Investor Relations Department by phone at (281) 765-7170. Copies of the documents filed with the SEC by NexTier will be available free of charge on NexTier’s website at https://nextierofs.com or by contacting NexTier’s Investor Relations Department by phone

8-K

0000889900false00008899002023-04-262023-04-26

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): April 26, 2023

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2023, Patterson-UTI Energy, Inc. (the “Company”) announced financial results for the three months ended March 31, 2023. The press release, dated April 26, 2023, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

99.1

Press Release dated April 26, 2023 announcing financial results for the three months ended March 31, 2023.

104

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

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.

April 26, 2023

By:

/s/ C. Andrew Smith

Name: C. Andrew Smith

Title: Executive Vice President and Chief Financial Officer

8-K

false000088990000008899002023-02-082023-02-08

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): February 8, 2023

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 8, 2023, Patterson-UTI Energy, Inc. (the "Company") announced financial results for the three and twelve months ended December 31, 2022. The press release, dated February 8, 2023, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

99.1

Press Release dated February 8, 2023 announcing financial results for the three and twelve months ended December 31, 2022.

104

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

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.

February 8, 2023

By:

/s/ C. Andrew Smith

Name: C. Andrew Smith

Title: Executive Vice President and Chief Financial Officer

8-K

0000889900false00008899002023-01-042023-01-04

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): January 4, 2023

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 4, 2023, Patterson-UTI Energy, Inc. (“Patterson-UTI”) issued a press release reporting preliminary fourth quarter 2022 results. The press release, dated January 4, 2023, is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

99.1

Press Release, dated January 4, 2023.

104

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

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.

January 4, 2023

By:

/s/ C. Andrew Smith

Name: C. Andrew Smith

Title: Executive Vice President and Chief Financial Officer

8-K

false000088990000008899002022-10-262022-10-26

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): October 26, 2022

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 26, 2022, Patterson-UTI Energy, Inc. (the "Company") announced financial results for the three and nine months ended September 30, 2022. The press release, dated October 26, 2022, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

99.1

Press Release dated October 26, 2022 announcing financial results for the three and nine months ended September 30, 2022.

104

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

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.

October 26, 2022

By:

/s/ C. Andrew Smith

Name: C. Andrew Smith

Title: Executive Vice President and Chief Financial Officer

8-K

false000088990000008899002022-07-272022-07-27

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): July 27, 2022

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2022, Patterson-UTI Energy, Inc. (the "Company") announced financial results for the three and six months ended June 30, 2022. The press release, dated July 27, 2022, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

99.1

Press Release dated July 27, 2022 announcing financial results for the three and six months ended June 30, 2022.

104

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

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.

July 27, 2022

By:

/s/ C. Andrew Smith

Name: C. Andrew Smith

Title: Executive Vice President and Chief Financial Officer

8-K

false000088990000008899002022-04-272022-04-27

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): April 27, 2022

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):

☐

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

☐

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

☐

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

☐

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 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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 27, 2022, Patterson-UTI Energy, Inc. (the "Company") announced financial results for the three months ended March 31, 2022. The press release, dated April 27, 2022, is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 8.01 Other Events.

To the extent required, the information included in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

99.1

Press Release dated April 27, 2022 announcing financial results for the three months ended March 31, 2022.

104

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

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.

April 27, 2022

By:

/s/ C. Andrew Smith

Name: C. Andrew Smith

Title: Executive Vice President and Chief Financial Officer