Nine Energy (NYSE: NINE) sets new 2026 long-term incentive and executive awards

Rhea-AI Filing Summary

Nine Energy Service, Inc. adopted a new 2026 Long-Term Incentive Plan as part of its transition out of Chapter 11 bankruptcy. The plan reserves 1,394,999 shares of common stock, equal to 10% of shares outstanding as of the Chapter 11 Plan effective date, for equity-based awards.

The program combines three-year, stock-settled restricted stock units with performance-based cash awards tied to relative total shareholder return over three annual periods. CEO Ann Fox was approved for RSUs valued at $2,980,000 and performance awards with a $2,980,000 target, with proportionally smaller packages for key executives.

Independent directors are subject to a $900,000 annual compensation cap, and the plan can grant awards for up to ten years. Interim CFO Heather Schmidt will also receive a $15,000 monthly cash stipend while serving in that role.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Plan share reserve: 1,394,999 shares Incentive stock option limit: 1,000,000 shares Director annual compensation cap: $900,000 +4 more

7 metrics

Plan share reserve 1,394,999 shares Equal to 10% of outstanding common stock as of Chapter 11 Plan effective date

Incentive stock option limit 1,000,000 shares Maximum issuable as incentive stock options under 2026 plan

Director annual compensation cap $900,000 Maximum total compensation per non-employee director per fiscal year

CEO RSU grant value $2,980,000 Approved grant value of RSUs for CEO Ann G. Fox

CEO performance award target $2,980,000 Target value of performance-based cash awards for CEO

Interim CFO stipend $15,000 per month Cash stipend while serving as Interim Chief Financial Officer

Performance award maximum payout 200% of target Maximum cash value that can be earned on performance awards

Key Terms

2026 Long-Term Incentive Plan, restricted stock units, relative total shareholder return, double trigger, +2 more

6 terms

2026 Long-Term Incentive Plan financial

"the Nine Energy Service, Inc. 2026 Long-Term Incentive Plan (the “2026 Plan”)"

restricted stock units financial

"stock-settled time-based restricted stock units (“RSUs”), vesting over a period of three years"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

relative total shareholder return financial

"Performance Awards eligible to vest based on relative total shareholder return (TSR) performance"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

double trigger financial

"include customary termination protections ... as well as “double trigger” vesting provisions in connection with a change in control"

Chapter 11 Plan regulatory

"as contemplated by the Amended Joint Prepackaged Plan of Reorganization ... pursuant to Chapter 11 of the Bankruptcy Code (the “Chapter 11 Plan”)"

incentive stock options financial

"the maximum number of shares of Common Stock issuable in respect of incentive stock options is 1,000,000"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

Understanding 8-K Material Events →

false 0001532286 0001532286 2026-05-11 2026-05-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 11, 2026

NINE ENERGY SERVICE, INC.
(Exact name of registrant as specified in its charter)

Delaware		001-38347		80-0759121
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2001 Kirby Drive, Suite 200 Houston, Texas		77019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 730-5100

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:

☐ 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(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NINE		NYSE American

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of 2026 Long-Term Incentive Plan

On May 11, 2026, the Board of Directors (the “Board”) of Nine Energy Service, Inc. (the “Company”) approved, based on the recommendations of the Nominating, Governance and Compensation Committee (the “Committee”), the Nine Energy Service, Inc. 2026 Long-Term Incentive Plan (the “2026 Plan”), as contemplated by the Amended Joint Prepackaged Plan of Reorganization of the Company and its debtor affiliates pursuant to Chapter 11 of the Bankruptcy Code (the “Chapter 11 Plan”). In accordance with the Chapter 11 Plan, the 2026 Plan reserved for issuance an aggregate number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), equal to 1,394,999 shares of Common Stock, representing 10% of the outstanding shares of Common Stock as of the effective date of the Chapter 11 Plan. The 2026 Plan is intended to, among other things, attract and retain employees and directors of, and consultants to, the Company and its subsidiaries. The 2026 Plan is administered by the Committee.

As described in more detail below, the Committee has developed a long-term incentive program under the 2026 Plan as part of its holistic review of existing compensation arrangements, with the goal of ensuring that the Company’s key employees are appropriately incentivized and retained as part of the Company’s transition out of Chapter 11 bankruptcy. The Committee developed the long-term incentive program alongside its independent compensation consultant, taking into account market best practices and the need to align employee compensation with stockholder interests.

The 2026 Plan generally provides for the following types of awards:

● stock options (including incentive options and nonqualified options);

● stock appreciation rights;

● restricted stock awards;

● restricted stock unit awards;

● performance awards; and

● other stock-based awards, including cash-settled awards.

Under the 2026 Plan, the maximum number of shares of Common Stock issuable in respect of incentive stock options is 1,000,000. Under the 2026 Plan, no non-employee member of the Board may be paid compensation (including awards under the 2026 Plan, determined based on the fair market value of such awards as of the grant date, as well as any retainer fees, but excluding any special committee fees or any initial grants made shortly following the effective date of the Chapter 11 Plan) totaling more than $900,000 in respect of any single fiscal year.

If any shares of Common Stock covered by any awards granted under the 2026 Plan are forfeited, cancelled, or exchanged or if an award terminates or expires without a distribution of shares of Common Stock to the participant, those shares will again be available for awards under the 2026 Plan. If two awards are granted together in tandem, the shares of Common Stock underlying any portion of the tandem award which is not exercised or otherwise settled in shares of Common Stock will again be available for awards under the 2026 Plan. Any shares of Common Stock covered by an award that is settled in cash will again be available for awards under the 2026 Plan. In addition, if (a) an award, by its terms, can only be settled in cash or (b) a participant elects to give up the right to receive cash compensation in exchange for shares of Common Stock based on fair market value, such shares will not count against the aggregate 2026 Plan limit. Any shares that (i) are tendered to or withheld by the Company to satisfy payment of applicable tax withholding requirements in connection with the vesting or delivery of an award, or (ii) are withheld by the Company upon exercise of a stock option pursuant to a “net exercise” arrangement, will again be available for awards under the 2026 Plan.

1

Awards can be made under the 2026 Plan for a period of ten years from the date on which the Board approved the 2026 Plan, subject to the Board’s ability to amend, alter, suspend, discontinue, or terminate the 2026 Plan or any portion thereof at any time.

The foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Approval of Long-Term Incentive Awards under the 2026 Plan and Other Compensation Matters

In connection with the approval of the 2026 Plan, the Board, based on the recommendations of the Committee, approved the framework of a long-term incentive program under the 2026 Plan, including individual grants to certain executive officers of the Company. The long-term incentive program was developed based on the recommendations of the Committee’s independent compensation consultant and taking into account the particular need to incentivize and retain key employees as part of the Company’s emergence from Chapter 11 bankruptcy. The long-term incentive program for executive officers of the Company consists of (a) stock-settled time-based restricted stock units (“RSUs”), vesting over a period of three years subject to continued employment with the Company, and (b) performance-based cash awards (“Performance Awards”) eligible to vest based on relative total shareholder return (TSR) performance measured over three separately-measured annual performance periods and subject to continued employment through the full three-year performance cycle. The maximum cash value that can be earned in respect of the Performance Awards is equal to 200% of the participant’s target award. The RSUs and Performance Awards include customary termination protections in connection with certain involuntary terminations of employment, as well as “double trigger” vesting provisions in connection with a change in control.

Based on the recommendations of the Committee, the Board approved the following awards for Ms. Fox, the Company’s President, Chief Executive Officer and Secretary, Mr. Crombie, the Company’s Executive Vice President and Chief Operating Officer, and Ms. Schmidt, the Company’s Interim Chief Financial Officer and Senior Vice President, Strategic Development & Investor Relations, with such grants to become effective on May 18, 2026:

Name/Title		Approved Grant Value of RSUs ($)*				Approved Target Value of Performance Awards ($)
Ann G. Fox, President, Chief Executive Officer and Secretary		$	2,980,000			$	2,980,000
David Crombie, Executive Vice President and Chief Operating Officer		$	1,225,000			$	1,225,000
Heather Schmidt, Interim Chief Financial Officer and Senior Vice President, Strategic Development & Investor Relations		$	350,000			$	350,000

* Number of RSUs granted was determined based on a stock price of $9.

The Board also approved, based on the recommendations of the Committee, long-term incentive awards to other key management team members, including a mix of stock-settled RSUs, cash-settled RSUs and Performance Awards.

On May 11, 2026, the Board also approved, based on recommendations of the Committee, a cash stipend of $15,000 per month for Ms. Schmidt, which will remain in effect in respect of each month during which she is serving as the Company’s Interim Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Nine Energy Service, Inc. 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 of Nine Energy Service, Inc.’s Registration Statement on Form S-8 filed on May 11, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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.

Dated: May 15, 2026	NINE ENERGY SERVICE, INC.
	By:	/s/ Heather Schmidt
		Heather Schmidt Interim Chief Financial Officer and Senior Vice President, Strategic Development & Investor Relations

3

FAQ

What is Nine Energy Service (NINE) 2026 Long-Term Incentive Plan?

Nine Energy’s 2026 Long-Term Incentive Plan is a compensation program reserving 1,394,999 shares, or 10% of common stock, for equity awards. It supports retention and alignment of employees, directors, and consultants as the company emerges from Chapter 11 bankruptcy.

How will executives at NINE be compensated under the 2026 plan?

Key executives receive stock-settled restricted stock units and performance-based cash awards. CEO Ann Fox was approved RSUs valued at $2,980,000 and performance awards with a $2,980,000 target, with proportionally smaller grants for David Crombie and Heather Schmidt under the same framework.

How are performance awards structured in Nine Energy’s 2026 plan?

Performance awards are cash-based and tied to relative total shareholder return over three separate one-year performance periods. Executives must remain employed through a full three-year cycle, and each participant can earn up to 200% of their target performance award value if conditions are fully met.

What limits apply to director compensation under NINE’s 2026 plan?

Non-employee directors face an annual cap of $900,000 in total compensation under the plan. This includes the fair market value of equity awards granted and cash retainers, but excludes special committee fees and initial grants made shortly after the Chapter 11 Plan effective date.

What additional compensation will NINE’s Interim CFO Heather Schmidt receive?

Heather Schmidt will receive a cash stipend of $15,000 per month for each month she serves as Interim Chief Financial Officer. She also participates in the long-term incentive program with RSUs valued at $350,000 and performance awards targeted at $350,000 under the 2026 plan.

How long can awards be granted under Nine Energy’s 2026 incentive plan?

Awards may be granted for ten years from the Board’s approval date of the 2026 plan. The Board retains the authority to amend, suspend, discontinue, or terminate the plan or any portion of it, subject to the terms and conditions set out in the governing document.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB