Patterson-UTI CFO uses shares for RSU taxes

PATTERSON UTI ENERGY INC executive vice president and chief financial officer Charles Andrew Smith reported a tax-related share disposition.

Accepted by SEC EDGAR 05/12/2026 - 04:09 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

PATTERSON UTI ENERGY INC executive vice president and chief financial officer Charles Andrew Smith reported a tax-related share disposition. On May 9, 2026, he disposed of 13,016 shares of common stock to pay withholding taxes on restricted stock units that converted into common stock.

The disposition was priced at $11.42 per share and was classified as a tax-withholding transaction rather than an open-market sale. After this transaction, Smith directly holds 713,439 shares of Patterson-UTI Energy common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 13,016 shares

Exercise Price or Tax Liability 1 txn

Insider Smith Charles Andrew

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	13,016	$11.42	$149K

Holdings After Transaction: Common Stock — 713,439 shares (Direct)

Holdings Before and After: Common Stock, 726,455 to 713,439 shares (Direct)

Footnotes (1)

1. F1. Shares disposed to pay applicable withholding taxes on Restricted Stock Units converted into Common Stock on May 9, 2026.

Key Figures

Shares disposed for taxes: 13,016 shares Disposition price per share: $11.42 per share Shares held after transaction: 713,439 shares +2 more

5 metrics

Shares disposed for taxes 13,016 shares Tax-withholding disposition on May 9, 2026

Disposition price per share $11.42 per share Price for tax-withholding share disposition

Shares held after transaction 713,439 shares Direct holdings following tax-withholding disposition

Tax-withholding shares 13,016 shares Reported as taxWithholdingShares in transaction summary

Transaction code F Payment of tax liability by delivering securities

Key Terms

Restricted Stock Units, withholding taxes, tax-withholding disposition, Form 4

4 terms

Restricted Stock Units financial

"Restricted Stock Units converted into Common Stock on May 9, 2026."

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.

withholding taxes financial

"Shares disposed to pay applicable withholding taxes on Restricted Stock Units"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PTEN CFO Charles Andrew Smith report in this Form 4?

He reported disposing of 13,016 Patterson-UTI Energy shares to cover withholding taxes on restricted stock units that converted into common stock on May 9, 2026, a non-market tax-withholding transaction.

Was the PTEN CFO’s Form 4 transaction an open-market sale of shares?

No. The 13,016 shares were disposed of to pay applicable withholding taxes on restricted stock units that converted into common stock, making it a tax-withholding disposition rather than a discretionary open-market sale.

How many Patterson-UTI Energy (PTEN) shares did the CFO use for taxes?

He used 13,016 shares of Patterson-UTI Energy common stock, valued at $11.42 per share, specifically to satisfy withholding tax obligations tied to restricted stock units that vested and converted on May 9, 2026.

How many PTEN shares does the CFO hold after this Form 4 transaction?

Following the tax-withholding disposition, Charles Andrew Smith directly holds 713,439 shares of Patterson-UTI Energy common stock, as reported in the Form 4, reflecting his remaining direct equity position after the RSU-related tax payment.

What does the F code mean in the PTEN CFO’s Form 4 filing?

Transaction code F indicates a tax-withholding disposition, where shares are surrendered to cover exercise price or tax liabilities. Here, it reflects shares used to pay withholding taxes on restricted stock units converted into common stock on May 9, 2026.

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

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Charles Andrew

(Last) (First) (Middle)

10713 W. SAM HOUSTON PKWY N.

SUITE 800

(Street)

HOUSTON TEXAS 77064

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PATTERSON UTI ENERGY INC [ PTEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/09/2026		F		13,016(1)	D	$11.42	713,439	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares disposed to pay applicable withholding taxes on Restricted Stock Units converted into Common Stock on May 9, 2026.

Remarks:

	By Forrest Robinson pursuant to a Limited Power of Attorney filed with the SEC on 09/08/2017 /s/Forrest Robinson	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)