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Patterson-UTI (NASDAQ: PTEN) EVP reports RSU grants, vesting and tax withholding moves

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Patterson-UTI Energy Executive Vice President Kenneth N. Berns reported a set of compensation-related equity transactions, with no open-market stock purchases or sales. On April 30, 2026, he received 47,900 shares of Common Stock and 32,000 cash-settled restricted stock units, both at no cost, as equity awards. These units vest in equal one-third installments on April 30, 2027, 2028 and 2029.

On May 1, 2026, 20,033 cash-settled restricted stock units vested and were settled in cash. Under SEC guidance this is shown as a deemed conversion into Common Stock and simultaneous disposition back to the company, but a footnote clarifies that no actual shares were issued or sold. Also on May 1, 11,157 shares of Common Stock were withheld to cover taxes on restricted stock units converting into Common Stock.

After these transactions, Berns directly holds 1,068,763 shares of Common Stock, plus 34,000 shares held indirectly by trusts for which he is trustee, and 72,067 remaining cash-settled restricted stock units. Overall, the filing reflects routine equity compensation grants, vesting and tax withholding rather than discretionary trading.

Positive

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Negative

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Insider BERNS KENNETH N
Role Executive Vice President
Type Security Shares Price Value
Exercise Cash-Settled Restricted Stock Units 20,033 $0.00 --
Tax Withholding Common Stock 11,157 $12.22 $136K
Exercise Common Stock 20,033 $0.00 --
Disposition Common Stock 20,033 $10.80 $216K
Grant/Award Cash-Settled Restricted Stock Units 32,000 $0.00 --
Grant/Award Common Stock 47,900 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Cash-Settled Restricted Stock Units — 72,067 shares (Direct, null); Common Stock — 1,068,763 shares (Direct, null); Common Stock — 34,000 shares (Indirect, By Trust(s))
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. Held by trust(s) for which the reporting person is the trustee. 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.
Equity award – Common Stock 47,900 shares Granted to Kenneth N. Berns on April 30, 2026 at $0.00
Equity award – cash-settled RSUs 32,000 units Granted April 30, 2026; vests one-third in 2027, 2028, 2029
Vested cash-settled RSUs 20,033 units Vested and settled in cash on May 1, 2026
Shares withheld for taxes 11,157 shares Withheld at $12.22 per share on May 1, 2026
Direct Common Stock holding 1,068,763 shares Directly held by Kenneth N. Berns after transactions
Indirect trust holdings 34,000 shares Held by trusts for which Berns is trustee as of April 30, 2026
Remaining cash-settled RSUs 72,067 units Cash-settled restricted stock units remaining after May 1, 2026 vesting
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
"Reflects the settlement of cash-settled restricted stock units that vested on May 1, 2026"
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
"Accordingly, Table 1 uses Transaction Code D to report the cash-settled restricted stock unit settlement"
contingent right to receive cash financial
"Each cash-settled restricted stock unit represents a contingent right to receive cash"
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*
BERNS KENNETH N
(Last)(First)(Middle)
1801 CENTURY PARK EAST
SUITE 1111
(Street)
LOS ANGELES CALIFORNIA 90067
(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)
Executive Vice President
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 Stock04/30/2026A47,900(1)A$01,079,920D
Common Stock05/01/2026F11,157(2)D$12.221,068,763D
Common Stock05/01/2026M20,033A(3)1,088,796D
Common Stock05/01/2026D20,033(4)D$10.81,068,763D
Common Stock34,000IBy Trust(s)(5)
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(6)04/30/2026A32,000 (6) (6)Common Stock32,000(6)92,100D
Cash-Settled Restricted Stock Units(3)05/01/2026M20,033 (3) (3)Common Stock20,033(3)72,067D
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. Held by trust(s) for which the reporting person is the trustee.
6. 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 3/29/2013 /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 PTEN Executive Vice President Kenneth Berns report in this Form 4?

Kenneth N. Berns reported equity compensation activity, including restricted stock and cash-settled unit awards, vesting, and related tax withholding. The filing shows routine compensation events rather than open-market buying or selling of Patterson-UTI Energy (PTEN) shares.

How many Patterson-UTI (PTEN) shares does Kenneth Berns hold after these transactions?

After the reported transactions, Kenneth N. Berns directly holds 1,068,763 shares of Patterson-UTI Energy Common Stock, with an additional 34,000 shares held indirectly by trusts where he serves as trustee, according to the Form 4 disclosure.

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

No open-market sales are reported. Dispositions reflect tax withholding and cash settlement of restricted stock units. A footnote explains that for the cash-settled units, no actual shares were issued or sold; the settlement is only deemed a conversion and disposition for reporting.

What new equity awards did Kenneth Berns receive from Patterson-UTI (PTEN)?

On April 30, 2026, Kenneth N. Berns received 47,900 shares of Common Stock and 32,000 cash-settled restricted stock units as equity awards, both at zero cost, with one-third of each award vesting in 2027, 2028 and 2029.

How many restricted stock units vested for PTEN executive Kenneth Berns?

On May 1, 2026, 20,033 cash-settled restricted stock units vested for Kenneth N. Berns. These were settled in cash, and under SEC guidance are reported as a deemed conversion into Common Stock and simultaneous disposition back to the company.

Why were 11,157 PTEN shares disposed of in Kenneth Berns’ Form 4?

The Form 4 shows 11,157 shares of Patterson-UTI Energy Common Stock disposed of to pay withholding taxes. A footnote clarifies these shares covered taxes on restricted stock units that converted into Common Stock on May 1, 2026.