Philosophy Capital (NINE) discloses 17% Nine Energy stake under voting cap deal

Rhea-AI Filing Summary

Philosophy Capital Management LLC, its fund Philosophy Capital Partners LP and Jacob Rubin report beneficial ownership of Nine Energy Service, Inc. common stock on an amended Schedule 13G. Philosophy Capital Management and Jacob Rubin each report 2,377,783 shares, representing 17.0% of the outstanding common stock, while Philosophy Capital Partners reports 890,005 shares, or 6.4%.

All shares are held with shared voting and dispositive power and were calculated using 13,949,990 shares outstanding as of May 11, 2026. The filers are party to a voting agreement dated March 5, 2026, under which voting power above a 10% “Voting Cap Threshold” is cast proportionally with other shareholders. The filers state the holdings are not intended to change or influence control, other than activities solely in connection with a nomination referenced in Item 11.

Key Figures

Philosophy Capital & Rubin holdings: 2,377,783 shares Philosophy Capital Partners LP holdings: 890,005 shares Ownership percentage: 17.0% +4 more

7 metrics

Philosophy Capital & Rubin holdings 2,377,783 shares Beneficially owned Nine Energy common stock, representing 17.0% of the class

Philosophy Capital Partners LP holdings 890,005 shares Beneficially owned Nine Energy common stock, representing 6.4% of the class

Ownership percentage 17.0% Reported by Philosophy Capital Management LLC and Jacob Rubin

Ownership percentage 6.4% Reported by Philosophy Capital Partners LP

Shares outstanding 13,949,990 shares Nine Energy common stock outstanding as of May 11, 2026

Voting Cap Threshold 10% Cap on voting power; excess votes cast proportionally with other shareholders

Schedule 13G/A date signed 08/14/2026 Certification date for the reporting persons’ ownership statement

Key Terms

Schedule 13G, beneficial ownership, Voting Cap Threshold, dispositive power, +1 more

5 terms

Schedule 13G regulatory

"Exhibit 99 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficial ownership financial

"Each reporting person also disclaims beneficial ownership of Common Stock except"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Voting Cap Threshold regulatory

"The Voting Cap Threshold means voting securities collectively constituting 10% of"

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 2,377,783.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

investment adviser financial

"Philosophy is the investment adviser and general partner of private investment funds"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

What percentage of Nine Energy Service (NINE) does Philosophy Capital Management report owning?

Philosophy Capital Management LLC and Jacob Rubin each report 2,377,783 shares of Nine Energy Service common stock, representing 17.0% of the outstanding shares. Percentages are based on 13,949,990 shares outstanding as of May 11, 2026.

How many Nine Energy Service (NINE) shares does Philosophy Capital Partners LP hold?

Philosophy Capital Partners LP reports beneficial ownership of 890,005 shares of Nine Energy Service common stock, representing 6.4% of the class. The fund holds these shares for the benefit of its investors and has rights to related dividends and sale proceeds.

What is the Voting Cap Threshold in the Nine Energy Service (NINE) voting agreement?

The Voting Cap Threshold is defined as voting securities constituting 10% of the total voting power on a matter. Any voting power held by the reporting persons and affiliates above this threshold must be voted in the same proportion as other shareholders.

How does the voting agreement affect Philosophy Capital’s influence over Nine Energy Service (NINE)?

Under a March 5, 2026 voting agreement, any voting power above the 10% Voting Cap Threshold is cast proportionally with other shareholders. This structure limits the reporting persons’ ability to use larger stakes to disproportionately influence stockholder votes.

Do the Philosophy Capital reporting persons seek control of Nine Energy Service (NINE)?

The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Nine Energy Service, other than activities solely in connection with a nomination referenced in Item 11 of the statement.

On what share count are the Nine Energy Service (NINE) ownership percentages based?

Ownership percentages are calculated using 13,949,990 shares of Nine Energy Service common stock outstanding as of May 11, 2026, as reported by the company in its Form 10-Q for the quarter ended March 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 12:29 PM Accepted by SEC EDGAR 08/14/2026 - 12:29 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Nine Energy Service, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

65441V200

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 65441V200

1

Names of Reporting Persons

Philosophy Capital Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,377,783.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,377,783.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,377,783.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

17.0 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The reporting persons are party to a voting agreement with the Issuer dated March 5, 2026, pursuant to which the reporting persons have agreed that, on each matter brought to a vote at any annual or special meeting of the Issuer's stockholders and in connection with any action proposed to be taken by consent of the stockholders in lieu of a meeting of stockholders, the reporting persons will vote or deliver a consent with respect to all voting securities beneficially owned by them that, when taken together with all voting securities that are beneficially owned by the reporting persons' affiliates and affiliated funds, exceed the Voting Cap Threshold in the same proportion as all other votes cast or consents delivered with respect to the applicable matter (such proportion determined without including the votes or consents of the reporting persons and their affiliates). The Voting Cap Threshold means voting securities collectively constituting 10% of the total voting power of all of the Issuer's voting securities on such matter as of the applicable record date, after giving effect to any other voting agreement between the Issuer and any of its shareholders. The percentage reported herein is calculated based on 13,949,990 shares of Common Stock outstanding as of May 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 65441V200

1

Names of Reporting Persons

Philosophy Capital Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 890,005.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 890,005.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

890,005.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: TThe reporting persons are party to a voting agreement with the Issuer dated March 5, 2026, pursuant to which the reporting persons have agreed that, on each matter brought to a vote at any annual or special meeting of the Issuer's stockholders and in connection with any action proposed to be taken by consent of the stockholders in lieu of a meeting of stockholders, the reporting persons will vote or deliver a consent with respect to all voting securities beneficially owned by them that, when taken together with all voting securities that are beneficially owned by the reporting persons' affiliates and affiliated funds, exceed the Voting Cap Threshold in the same proportion as all other votes cast or consents delivered with respect to the applicable matter (such proportion determined without including the votes or consents of the reporting persons and their affiliates). The Voting Cap Threshold means voting securities collectively constituting 10% of the total voting power of all of the Issuer's voting securities on such matter as of the applicable record date, after giving effect to any other voting agreement between the Issuer and any of its shareholders. The percentage reported herein is calculated based on 13,949,990 shares of Common Stock outstanding as of May 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026.

SCHEDULE 13G

CUSIP Number(s): 65441V200

1

Names of Reporting Persons

Jacob Rubin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,377,783.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,377,783.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,377,783.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

17.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The reporting persons are party to a voting agreement with the Issuer dated March 5, 2026, pursuant to which the reporting persons have agreed that, on each matter brought to a vote at any annual or special meeting of the Issuer's stockholders and in connection with any action proposed to be taken by consent of the stockholders in lieu of a meeting of stockholders, the reporting persons will vote or deliver a consent with respect to all voting securities beneficially owned by them that, when taken together with all voting securities that are beneficially owned by the reporting persons' affiliates and affiliated funds, exceed the Voting Cap Threshold in the same proportion as all other votes cast or consents delivered with respect to the applicable matter (such proportion determined without including the votes or consents of the reporting persons and their affiliates). The Voting Cap Threshold means voting securities collectively constituting 10% of the total voting power of all of the Issuer's voting securities on such matter as of the applicable record date, after giving effect to any other voting agreement between the Issuer and any of its shareholders. The percentage reported herein is calculated based on 13,949,990 shares of Common Stock outstanding as of May 11, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nine Energy Service, Inc.
(b)	Address of issuer's principal executive offices: 2001 Kirby Drive, Suite 200, Houston, TX 77019
Item 2.
(a)	Name of person filing: Philosophy Capital Management LLC, a Delaware limited liability company ("Philosophy") Philosophy Capital Partners, LP, a Delaware limited partnership (the "Partnership") Jacob Rubin Philosophy is the investment adviser and general partner of private investment funds, including the Partnership, and the investment adviser to other clients. Mr. Rubin is the control person of Philosophy. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: 3201 Danville Boulevard, Suite 100, Alamo, CA 94507
(c)	Citizenship: See Item 4 of the cover sheet for each reporting person.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 65441V200
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The response to Row 9 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item
(b)	Percent of class: The response to Row 11 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The response to Row 5 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item.
	(ii) Shared power to vote or to direct the vote: The response to Row 6 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item.
	(iii) Sole power to dispose or to direct the disposition of: The response to Row 7 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item.
	(iv) Shared power to dispose or to direct the disposition of: The response to Row 8 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Partnership holds Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Philosophy Capital Management LLC

Signature:	/s/ Jacob Rubin
Name/Title:	Managing Member
Date:	08/14/2026

Philosophy Capital Partners, LP

Signature:	/s/ Jacob Rubin
Name/Title:	Managing Member of the General Partner, Philosophy Capital Management LLC
Date:	08/14/2026

Jacob Rubin

Signature:	/s/ Jacob Rubin
Name/Title:	Reporting person
Date:	08/14/2026

Exhibit Information

Exhibit 99 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G