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  4. [Form 4] PATTERSON UTI ENERGY INC Insider Trading Activity

Patterson-UTI (PTEN) CEO sells 250K shares while receiving large RSU grants

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Patterson-UTI Energy President & CEO William Andrew Hendricks Jr. reported several equity transactions involving the company’s common stock and equity awards. On May 1, 2026, he completed an open-market sale of 250,000 shares at a weighted average price of $11.85 per share and directly held 2,823,103 common shares afterward.

Also on May 1, 97,333 cash-settled restricted stock units vested and were treated as converting into common stock and simultaneously being disposed back to the company for cash, with 53,989 of the related shares deemed disposed at $12.22 to cover withholding taxes. On April 30, 2026, he received 232,900 restricted stock units and 155,300 cash-settled restricted stock units as compensation, each vesting in three equal annual installments starting April 30, 2027. Following these awards and settlements, he held 349,967 cash-settled restricted stock units.

Positive

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Negative

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Insider Hendricks William Andrew JR
Role President & CEO
Sold 250,000 shs ($2.96M)
Type Security Shares Price Value
Exercise Cash-Settled Restricted Stock Units 97,333 $0.00 --
Tax Withholding Common Stock 53,989 $12.22 $660K
Exercise Common Stock 97,333 $0.00 --
Disposition Common Stock 97,333 $10.80 $1.05M
Sale Common Stock 250,000 $11.85 $2.96M
Grant/Award Cash-Settled Restricted Stock Units 155,300 $0.00 --
Grant/Award Common Stock 232,900 $0.00 --
Holdings After Transaction: Cash-Settled Restricted Stock Units — 349,967 shares (Direct, null); Common Stock — 3,073,103 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $11.78 to $11.94, inclusive. The Reporting Person undertakes to provide to Patterson-UTI Energy, Inc., any security holder of Patterson-UTI Energy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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.
Open-market sale 250,000 shares at $11.85 Common Stock sale on May 1, 2026
Shares held after sale 2,823,103 shares Direct common stock holdings after May 1, 2026 sale
Tax-withholding disposition 53,989 shares at $12.22 Shares used to cover withholding taxes on May 1, 2026
Vested cash-settled RSUs 97,333 units Cash-settled restricted stock units settled on May 1, 2026
Share-settled RSU grant 232,900 units Restricted stock units granted April 30, 2026
Cash-settled RSU grant 155,300 units Cash-settled restricted stock units granted April 30, 2026
Cash-settled RSUs outstanding 349,967 units Cash-settled restricted stock units held after reported transactions
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"
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
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*
Hendricks William Andrew JR
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
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 Stock04/30/2026A232,900(1)A$03,127,092D
Common Stock05/01/2026F53,989(2)D$12.223,073,103D
Common Stock05/01/2026M97,333A(3)3,170,436D
Common Stock05/01/2026D97,333(4)D$10.83,073,103D
Common Stock05/01/2026S250,000D$11.85(5)2,823,103D
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)04/30/2026A155,300 (6) (6)Common Stock155,300(6)447,300D
Cash-Settled Restricted Stock Units(3)05/01/2026M97,333 (3) (3)Common Stock97,333(3)349,967D
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $11.78 to $11.94, inclusive. The Reporting Person undertakes to provide to Patterson-UTI Energy, Inc., any security holder of Patterson-UTI Energy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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 4/24/2013 /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 insider transactions did PTEN’s CEO report in this Form 4 filing?

The CEO reported an open-market sale of 250,000 Patterson-UTI Energy shares, multiple equity award grants, and the vesting and cash settlement of 97,333 cash-settled restricted stock units, along with related tax-withholding dispositions and deemed transfers back to the company.

How many Patterson-UTI (PTEN) shares did the CEO sell and at what price?

The CEO sold 250,000 shares of Patterson-UTI common stock in an open-market transaction at a weighted average price of $11.85 per share, with individual trades executed between $11.78 and $11.94, according to the detailed price range disclosure in the footnotes.

How many PTEN shares does the CEO hold after these reported transactions?

After the May 1, 2026 open-market sale and related equity activity, the CEO directly holds 2,823,103 shares of Patterson-UTI common stock, reflecting his remaining equity stake following the 250,000-share sale and associated award settlements described in the filing.

What new restricted stock units did the PTEN CEO receive in this period?

On April 30, 2026, the CEO received 232,900 restricted stock units that settle in shares and 155,300 cash-settled restricted stock units. Both awards vest in three equal annual installments beginning April 30, 2027, April 30, 2028, and April 30, 2029, subject to the award terms.

How were the PTEN CEO’s cash-settled restricted stock units treated in this Form 4?

The filing treats vested cash-settled restricted stock units as converting into an equivalent number of common shares and simultaneously being disposed back to the company for cash. This accounting treatment uses transaction code D but does not involve actual issuance or market sale of shares.

Why were some PTEN shares deemed disposed for tax withholding in the CEO’s filing?

The filing states that 53,989 shares were deemed disposed to pay applicable withholding taxes on restricted stock units that converted into common stock on May 1, 2026. This tax-withholding event uses shares’ value, rather than a traditional open-market sale, to satisfy tax obligations.