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Patterson-UTI (NASDAQ: PTEN) CFO logs RSU grants, vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Patterson-UTI Energy EVP & CFO Charles Andrew Smith reported equity compensation activity and related settlements. On April 30, 2026, he received 57,500 restricted stock units and 38,400 cash-settled restricted stock units, each convertible one-for-one into common stock or cash as applicable, vesting in equal thirds on April 30, 2027, 2028 and 2029.

On May 1, 2026, 24,033 restricted stock units vested into common stock and 14,357 shares were withheld to cover applicable taxes. Cash-settled restricted stock units for 24,033 share-equivalents were settled in cash and, under SEC guidance, reported as a deemed conversion and simultaneous disposition to the company, with no shares actually issued or sold. Following these transactions, he directly holds 738,398 shares of common stock and 86,467 cash-settled restricted stock units.

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Insider Smith Charles Andrew
Role EVP & Chief Financial Officer
Type Security Shares Price Value
Exercise Cash-Settled Restricted Stock Units 24,033 $0.00 --
Tax Withholding Common Stock 14,357 $12.22 $175K
Exercise Common Stock 24,033 $0.00 --
Disposition Common Stock 24,033 $10.80 $260K
Grant/Award Cash-Settled Restricted Stock Units 38,400 $0.00 --
Grant/Award Common Stock 57,500 $0.00 --
Holdings After Transaction: Cash-Settled Restricted Stock Units — 86,467 shares (Direct, null); Common Stock — 738,398 shares (Direct, null)
Footnotes (1)
  1. Restricted stock units that convert into shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), on a one-for-one basis. One-third of the restricted stock units vests on each of April 30, 2027, April 30, 2028 and April 30, 2029. Shares disposed to pay applicable withholding taxes on Restricted Stock Units converted into Common Stock on May 1, 2026. Reflects the settlement of cash-settled restricted stock units that vested on May 1, 2026. No shares were actually issued, disposed or sold. Under applicable SEC guidance, cash settlement of restricted stock units is deemed to involve the conversion of the cash-settled restricted stock units into the underlying common stock and the simultaneous disposition of the common stock to the Company for cash. Accordingly, Table 1 uses Transaction Code D to report the cash-settled restricted stock unit settlement. Each cash-settled restricted stock unit represents a contingent right to receive cash in an amount equal to the value of one share of Common Stock on the applicable vesting date. One-third of the cash-settled restricted stock units vests on each of April 30, 2027, April 30, 2028 and April 30, 2029.
RSU grant (stock-settled) 57,500 units Restricted stock units granted April 30, 2026
RSU grant (cash-settled) 38,400 units Cash-settled restricted stock units granted April 30, 2026
RSUs vested 24,033 shares Restricted stock units converted into common stock on May 1, 2026
Tax withholding shares 14,357 shares Shares disposed to pay withholding taxes at $12.22 per share
Common shares held 738,398 shares Total common stock directly held after transactions
Cash-settled RSUs held 86,467 units Cash-settled restricted stock units outstanding after settlement
Deemed disposition price $10.80 per share Price used for 24,033-share deemed disposition to issuer
Restricted stock units financial
"Restricted stock units that convert into shares of the Issuer's common stock"
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.
cash-settled restricted stock units financial
"Each cash-settled restricted stock unit represents a contingent right to receive cash"
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.
Transaction Code D regulatory
"Table 1 uses Transaction Code D to report the cash-settled restricted stock unit settlement"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/30/2026A57,500(1)A$0752,755D
Common Stock05/01/2026F14,357(2)D$12.22738,398D
Common Stock05/01/2026M24,033A(3)762,431D
Common Stock05/01/2026D24,033(4)D$10.8738,398D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Cash-Settled Restricted Stock Units(5)04/30/2026A38,400 (5) (5)Common Stock38,400(5)110,500D
Cash-Settled Restricted Stock Units(3)05/01/2026M24,033 (3) (3)Common Stock24,033(3)86,467D
Explanation of Responses:
1. Restricted stock units that convert into shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), on a one-for-one basis. One-third of the restricted stock units vests on each of April 30, 2027, April 30, 2028 and April 30, 2029.
2. Shares disposed to pay applicable withholding taxes on Restricted Stock Units converted into Common Stock on May 1, 2026.
3. Reflects the settlement of cash-settled restricted stock units that vested on May 1, 2026.
4. No shares were actually issued, disposed or sold. Under applicable SEC guidance, cash settlement of restricted stock units is deemed to involve the conversion of the cash-settled restricted stock units into the underlying common stock and the simultaneous disposition of the common stock to the Company for cash. Accordingly, Table 1 uses Transaction Code D to report the cash-settled restricted stock unit settlement.
5. Each cash-settled restricted stock unit represents a contingent right to receive cash in an amount equal to the value of one share of Common Stock on the applicable vesting date. One-third of the cash-settled restricted stock units vests on each of April 30, 2027, April 30, 2028 and April 30, 2029.
Remarks:
By Forrest Robinson pursuant to a Limited Power of Attorney filed with the SEC on 09/08/2017 /s/Forrest Robinson05/04/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Patterson-UTI Energy (PTEN) CFO Charles Andrew Smith report on this Form 4?

He reported routine equity compensation activity, including new grants of restricted stock units and cash-settled units, plus vesting and tax withholding. The filing reflects compensation and settlement mechanics rather than any open-market stock purchases or sales.

How many restricted stock units did the PTEN CFO receive in the latest grant?

He received 57,500 restricted stock units that convert into common stock and 38,400 cash-settled restricted stock units. Both awards vest in three equal installments on April 30, 2027, April 30, 2028, and April 30, 2029, aligning compensation with multi-year performance.

Were any Patterson-UTI Energy shares sold on the open market in this Form 4?

No open-market sales occurred. Shares were withheld to pay applicable taxes on vested restricted stock units, and cash-settled units were settled in cash and recorded as a deemed disposition to the company, with no shares actually issued, disposed, or sold into the market.

How many PTEN shares were used to cover taxes for the CFO’s vested RSUs?

A total of 14,357 shares of common stock were disposed to pay applicable withholding taxes when restricted stock units converted into common stock on May 1, 2026. This tax-withholding mechanism is not an open-market sale and is typical for equity compensation settlements.

What equity holdings does the PTEN CFO report after these transactions?

After the reported events, he directly holds 738,398 shares of Patterson-UTI Energy common stock and 86,467 cash-settled restricted stock units. The cash-settled units represent rights to receive cash equal to the value of one share of common stock at future vesting dates.

How many restricted stock units vested for the PTEN CFO on May 1, 2026?

On May 1, 2026, 24,033 restricted stock units vested into common stock. At the same time, cash-settled restricted stock units tied to 24,033 share-equivalents were settled in cash, reported as a deemed conversion and disposition to the company under SEC reporting guidance.