Patterson-UTI completes $500M 2036 notes offering

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What debt transaction did Patterson-UTI Energy (PTEN) disclose in this 8-K?

How will Patterson-UTI Energy (PTEN) use the $500 million note proceeds?

What are the key terms of Patterson-UTI’s 6.050% Senior Notes due 2036?

Can Patterson-UTI Energy redeem the 6.050% Senior Notes early?

How do the new notes rank relative to Patterson-UTI’s other obligations?

Do Patterson-UTI’s subsidiaries guarantee the 6.050% Senior Notes?

Patterson-UTI Energy, Inc. completed a $500 million offering of 6.050% Senior Notes due 2036.

Accepted by SEC EDGAR 05/19/2026 - 04:07 PM EDT

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Form Type

8-K

Patterson-UTI Energy, Inc. completed a $500 million offering of 6.050% Senior Notes due 2036. These senior unsecured notes pay interest semi-annually on May 15 and November 15 and mature on May 15, 2036.

The company intends to use the net proceeds to redeem its outstanding 3.95% Senior Notes due 2028 and for general corporate purposes. The notes rank equally with Patterson-UTI’s other senior unsecured debt and are structurally and effectively subordinated to certain existing and future obligations as described in the indenture and supplemental indenture.

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Senior notes offering size: $500 million aggregate principal amount Coupon rate: 6.050% per annum Maturity date: May 15, 2036 +2 more

5 metrics

Senior notes offering size $500 million aggregate principal amount 6.050% Senior Notes due 2036

Coupon rate 6.050% per annum Interest rate on Senior Notes due 2036

Maturity date May 15, 2036 Senior Notes due 2036

Interest payment dates May 15 and November 15 each year Payment schedule on 6.050% Senior Notes

Redeemed notes coupon 3.95% Senior Notes due 2028 Intended use of proceeds is redemption

Senior Notes, Supplemental Indenture, senior unsecured obligations, structurally subordinated, +1 more

5 terms

Senior Notes financial

"offering of $500 million aggregate principal amount of the Company’s 6.050% Senior Notes due 2036"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Supplemental Indenture regulatory

"as supplemented by the third supplemental indenture (the “Supplemental Indenture”), dated as of May 19, 2026"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

senior unsecured obligations financial

"The Notes are senior unsecured obligations of the Company, which rank equally with all other existing and future senior unsecured debt"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

structurally subordinated financial

"The Notes will be structurally subordinated to the liabilities (including trade payables) of the Company’s subsidiaries"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

Guarantees financial

"If any of the Company’s subsidiaries guarantee the Notes in the future, such guarantees (the “Guarantees”) will rank equally in right of payment"

A guarantee is a formal promise by one party to back another party’s obligation, such as a loan, payment, or contractual duty; if the primary party fails, the guarantor must fulfill the obligation. For investors, guarantees act like a safety net that can reduce the risk of loss but depend on the guarantor’s financial strength—if the guarantor is weak, the protection may be limited.

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Patterson-UTI Energy disclosed it completed a $500 million offering of 6.050% Senior Notes due 2036. These notes are senior unsecured obligations and were issued under an existing base indenture and a new third supplemental indenture with U.S. Bank Trust Company as trustee.

Patterson-UTI Energy intends to use the net proceeds from the 6.050% Senior Notes to redeem its outstanding 3.95% Senior Notes due 2028. Any remaining proceeds are earmarked for general corporate purposes, giving the company flexibility in managing its capital structure and operations.

The 6.050% Senior Notes bear interest at 6.050% per annum, payable on May 15 and November 15 each year, and mature on May 15, 2036. They are senior unsecured obligations, ranking equally with other senior unsecured debt and ahead of any future subordinated debt of Patterson-UTI.

Patterson-UTI may redeem the notes, in whole or in part, at its option before February 15, 2036 at a redemption price described in the supplemental indenture, plus accrued interest. Beginning February 15, 2036, the company may redeem them at 100% of principal plus accrued interest.

The new notes rank equally with all existing and future senior unsecured debt of Patterson-UTI and senior to any future subordinated debt. They are effectively subordinated to any future secured debt and structurally subordinated to liabilities of subsidiaries that do not guarantee the notes.

None of Patterson-UTI’s subsidiaries are currently required to guarantee the 6.050% Senior Notes. If any subsidiaries provide guarantees in the future, those guarantees will rank equally with the guarantors’ unsecured senior debt and be subordinated to any of their secured debt to the extent of securing assets.

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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 19, 2026

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 1.01

Entry into a Material Definitive Agreement.

On May 19, 2026, Patterson-UTI Energy, Inc. (the “Company”) completed its previously announced offering (the “Offering”) of $500 million aggregate principal amount of the Company’s 6.050% Senior Notes due 2036 (the “Notes”). The Company intends to use the net proceeds from the Offering to redeem its outstanding 3.95% Senior Notes due 2028 and for general corporate purposes.

The Notes were issued pursuant to the base indenture, dated as of November 15, 2019, between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the third supplemental indenture (the “Supplemental Indenture”), dated as of May 19, 2026, between the Company and the Trustee.

The Company will pay interest on the Notes on May 15 and November 15 of each year. The Notes will mature on May 15, 2036. The Notes bear interest at a rate of 6.050% per annum.

The Notes are senior unsecured obligations of the Company, which rank equally with all other existing and future senior unsecured debt of the Company and will rank senior in right of payment to all other future subordinated debt of the Company. The Notes will be effectively subordinated to any of the future secured debt of the Company to the extent of the value of the assets securing such debt. In addition, the Notes will be structurally subordinated to the liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the Notes. None of the Company’s subsidiaries are currently required to be a guarantor under the Notes. If any of the Company’s subsidiaries guarantee the Notes in the future, such guarantees (the “Guarantees”) will rank equally in right of payment with all of the guarantors’ future unsecured senior debt and senior in right of payment to all of the guarantors’ future subordinated debt. The Guarantees will be effectively subordinated to any of the guarantors’ future secured debt to the extent of the value of the assets securing such debt.

The Company may redeem the Notes at its option, in whole or in part, at any time or from time to time prior to February 15, 2036 at a redemption price described in the Supplemental Indenture, plus accrued and unpaid interest thereon to, but excluding, the redemption date. Additionally, commencing on February 15, 2036, the Company may redeem the Notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.

The above description of the Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the terms of the Supplemental Indenture and the form of note. A copy of the Supplemental Indenture is filed as Exhibit 4.1 and a copy of the form of note is filed as Exhibit 4.2.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

4.1		Third Supplemental Indenture, dated May 19, 2026, between Patterson-UTI Energy, Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.2		Form of Note (included in Exhibit 4.1 above).

5.1		Opinion of Gibson, Dunn & Crutcher LLP dated May 19, 2026.

23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

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.

Source: View Original Filing on SEC EDGAR

Patterson-UTI Energy, Inc.

May 19, 2026

/s/ C. Andrew Smith

C. Andrew Smith

Executive Vice President and Chief Financial Officer

5 documents