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Blackstone entities exit PTEN >5% ownership (PTEN) in Amendment No.3

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Patterson-UTI Energy, Inc. Schedule 13G/A amendment shows a group of Blackstone-related reporting persons filing an exit statement as of March 31, 2026. The filing states BEP Diamond Aggregator L.P. directly holds 5,036,630 shares and BEP Diamond Topco L.P. has sole voting power and shared dispositive power with respect to 2,102,773 shares held in escrow under the Agreement and Plan of Merger. The filing cites 379,575,200 shares outstanding as of February 4, 2026 and states the Reporting Persons no longer beneficially own more than five percent of the class.

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Insights

Blackstone group reduces reported stake below 5% and files exit amendment.

The amendment clarifies ownership by multiple related entities and the chain of control among private fund and management vehicles. Specific holdings include 5,036,630 directly held by BEP Diamond Aggregator L.P. and 2,102,773 shares in escrow tied to BEP Diamond Topco L.P.

Timing and release conditions for the escrowed shares are governed by the merger agreement; subsequent filings would show if and when those shares are released or reallocated.

Administrative exit filing that updates beneficial ownership disclosures.

The statement presents an ownership waterfall linking operating vehicles to Blackstone and Stephen A. Schwarzman; it disclaims group beneficial ownership while describing control relationships among the reporting entities.

For shareholders, the material fact is the reported percentages: the largest reported block in this excerpt is 1.9% for certain entities based on the disclosed share count; investor impact depends on any future transfers or releases of escrowed shares.

Shares outstanding 379,575,200 shares as of February 4, 2026
BEP Diamond Aggregator holdings 5,036,630 shares directly held as of March 31, 2026
Escrowed shares tied to Topco 2,102,773 shares held in escrow under Agreement and Plan of Merger, March 31, 2026
Representative percent (Aggregator/Topco) 1.9% and 0.6% percentages shown on cover pages for certain reporting persons
Schedule 13G/A regulatory
"Amendment No. 3 ) Patterson-UTI Energy, Inc. Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially own regulatory
"Each Reporting Person may be deemed to beneficially own the Common Stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
escrow other
"2,102,773 shares of Common Stock held in escrow until such shares are released"
A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.
Agreement and Plan of Merger legal
"in accordance with the terms of the Agreement and Plan of Merger, dated as of July 3, 2023"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

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

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FAQ

What does the PTEN Schedule 13G/A Amendment No. 3 disclose?

It discloses that Blackstone-related reporting persons filed an exit amendment as of March 31, 2026, noting holdings including 5,036,630 shares and 2,102,773 escrowed shares tied to a merger agreement.

How many PTEN shares does BEP Diamond Aggregator L.P. hold?

BEP Diamond Aggregator L.P. directly holds 5,036,630 shares of Common Stock, as stated in the filing, reported with the ownership table and Item 4 disclosures.

What is the total number of PTEN shares outstanding used in the filing?

The filing uses 379,575,200 shares outstanding as of February 4, 2026 as the basis for percentage calculations, cited from the Issuer's Form 10-K.

Why are 2,102,773 PTEN shares shown as escrowed?

The filing states 2,102,773 shares are held in escrow and that BEP Diamond Topco L.P. maintains sole voting power and shared dispositive power until those shares are released under the Agreement and Plan of Merger.





703481101

(CUSIP Number)
03/31/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




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BEP Diamond Topco L.P.
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
BEP Diamond Topco LLC
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
BEP Diamond Aggregator L.P.
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
BCP VII/BEP II Holdings Manager L.L.C.
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
Blackstone Energy Management Associates II L.L.C.
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
Blackstone Management Associates VII L.L.C.
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
BMA VII L.L.C.
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
Blackstone EMA II L.L.C.
Signature:/s/ Omar Rehman
Name/Title:Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:05/01/2026
Blackstone Holdings III L.P.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, MD - Assistant Secretary, See Exhibit 99.1
Date:05/01/2026
Blackstone Holdings III GP L.P.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:05/01/2026
Blackstone Holdings III GP Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:05/01/2026
Blackstone Inc.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:05/01/2026
Blackstone Group Management L.L.C.
Signature:/s/ Victoria Portnoy
Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:05/01/2026
Stephen A. Schwarzman
Signature:/s/ Stephen A. Schwarzman
Name/Title:Stephen A. Schwarzman, See Exhibit 99.1
Date:05/01/2026
Exhibit Information

EXHIBIT LIST Exhibit 99.1 Signature Blocks.