Patterson-UTI Energy, Inc. received a Schedule 13G/A reporting that a group of Blackstone-related entities and affiliates may be deemed the beneficial owners of 28,061,525 shares of the issuer's common stock, representing 7.3% of the outstanding class based on 385,987,026 shares outstanding. The filing shows that BEP Diamond Aggregator L.P. directly holds 25,958,752 shares while BEP Diamond Topco L.P. has sole voting power and shared dispositive power over 2,102,773 shares that are held in escrow under an Agreement and Plan of Merger dated July 3, 2023.
The statement clarifies the reporting structure among multiple related entities, describes which entities have sole or shared voting and dispositive power, and notes that several reporting persons expressly disclaim beneficial ownership except where directly reported. The filing also includes a certification that the securities were not acquired to change or influence control of the issuer.
Positive
Clear disclosure of a material stake: aggregate beneficial ownership of 28,061,525 shares (7.3%) is reported
Detailed ownership breakdown: identifies 25,958,752 directly held shares and 2,102,773 escrowed shares
Certification of intent: filers certify shares were not acquired to change or influence control
Negative
None.
Insights
TL;DR Blackstone-related parties report a 7.3% stake (28.06M shares) in PTEN, disclosed with escrow details and ownership chain.
The Schedule 13G/A provides transparent, itemized ownership data that investors can use to quantify institutional exposure: 28,061,525 shares aggregate beneficial ownership, with 25,958,752 directly held by BEP Diamond Aggregator L.P. and 2,102,773 shares in escrow under the merger agreement. Percentages are based on 385,987,026 shares outstanding per the issuer's April 29, 2025 quarterly filing. The filing is informational and does not assert intent to influence control, which limits immediate governance implications.
TL;DR A coordinated disclosure by multiple Blackstone entities documents voting and dispositive arrangements and an escrow holding tied to a merger agreement.
The document maps control relationships among reporting persons, identifies which entities exercise sole versus shared voting and dispositive power, and explicitly disclaims group status for some filers. The escrowed 2,102,773 shares are subject to release conditions under the Agreement and Plan of Merger dated July 3, 2023, which is material to timing of potential voting influence. The filing includes certification that holdings were not acquired to effect a change in control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Patterson-UTI Energy, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
703481101
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
BEP Diamond Topco L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,102,773.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,102,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
BEP Diamond Topco LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,102,773.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,102,773.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
BEP Diamond Aggregator L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
BCP VII/BEP II Holdings Manager L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone Energy Management Associates II L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,061,525.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,061,525.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone Management Associates VII L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,061,525.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,061,525.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
BMA VII L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,061,525.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,061,525.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone EMA II L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
28,061,525.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
28,061,525.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone Holdings III L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
QUEBEC, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone Holdings III GP L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone Holdings III GP Management L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Blackstone Group Management L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
703481101
1
Names of Reporting Persons
Stephen A. Schwarzman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
28,061,525.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,958,752.00
8
Shared Dispositive Power
2,102,773.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
28,061,525.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Patterson-UTI Energy, Inc.
(b)
Address of issuer's principal executive offices:
10713 W. Sam Houston Parkway N., Suite 800, Houston, TX 77064
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(i) BEP Diamond Topco L.P.
(ii) BEP Diamond Topco LLC
(iii) BEP Diamond Aggregator L.P.
(iv) BCP VII/BEP II Holdings Manager L.L.C.
(v) Blackstone Energy Management Associates II L.L.C.
(vi) Blackstone Management Associates VII L.L.C.
(vii) BMA VII L.L.C.
(viii) Blackstone EMA II L.L.C.
(ix) Blackstone Holdings III L.P.
(x) Blackstone Holdings III GP L.P.
(xi) Blackstone Holdings III GP Management L.L.C.
(xii) Blackstone Inc.
(xiii) Blackstone Group Management L.L.C.
(xiv) Stephen A. Schwarzman
BEP Diamond Topco LLC is the general partner of BEP Diamond Topco L.P. BEP Diamond Aggregator L.P. holds a majority of the limited liability company interests in BEP Diamond Topco LLC, and has the power to appoint the majority of the members of the board of managers of BEP Diamond Topco LLC.
BCP VII/BEP II Holdings Manager L.L.C. is the general partner of BEP Diamond Aggregator L.P. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each Reporting Person may be deemed to beneficially own the Common Stock, $0.01 par value ("Common Stock") of Patterson-UTI Energy, Inc. (the "Issuer") beneficially owned by entities directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BEP Diamond Topco L.P. and BEP Diamond Aggregator L.P. to the extent it directly holds Issuer securities reported herein) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154.
(c)
Citizenship:
See Item 4 of each cover page.
(d)
Title of class of securities:
Common Stock, $0.01 Par Value
(e)
CUSIP No.:
703481101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Calculations of the percentage of shares of Common Stock beneficially owned are based on 385,987,026 shares of Common Stock outstanding as of April 23, 2025, as disclosed by the Issuer in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on April 29, 2025. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person's cover page.
As of June 30, 2025, BEP Diamond Aggregator L.P. directly holds 25,958,752 shares of Common Stock, and BEP Diamond Topco L.P. maintains sole voting power and shared dispositive power with respect to 2,102,773 shares of Common Stock held in escrow until such shares are released to BEP Diamond Topco L.P.'s designee or the designee of the Issuer, as applicable, in each case in accordance with the terms of the Agreement and Plan of Merger, dated as of July 3, 2023.
(b)
Percent of class:
As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BEP Diamond Topco L.P.
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
BEP Diamond Topco LLC
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
BEP Diamond Aggregator L.P.
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
BCP VII/BEP II Holdings Manager L.L.C.
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
Blackstone Energy Management Associates II L.L.C.
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
Blackstone Management Associates VII L.L.C.
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
BMA VII L.L.C.
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
Blackstone EMA II L.L.C.
Signature:
/s/ Omar Rehman
Name/Title:
Omar Rehman, Authorized Signatory, See Exhibit 99.1
Date:
08/08/2025
Blackstone Holdings III L.P.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, MD - Assistant Secretary, See Exhibit 99.1
Date:
08/08/2025
Blackstone Holdings III GP L.P.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:
08/08/2025
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:
08/08/2025
Blackstone Inc.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
Date:
08/08/2025
Blackstone Group Management L.L.C.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary, See Exhibit 99.1
What stake does Blackstone report in Patterson-UTI Energy (PTEN)?
The Reporting Persons collectively report beneficial ownership of 28,061,525 shares, representing 7.3% of PTEN's common stock as of June 30, 2025.
How many PTEN shares does BEP Diamond Aggregator L.P. directly hold?
25,958,752 shares are directly held by BEP Diamond Aggregator L.P., per the filing.
What are the escrowed shares reported in the filing?
BEP Diamond Topco L.P. maintains sole voting power and shared dispositive power over 2,102,773 shares held in escrow under the Agreement and Plan of Merger dated July 3, 2023.
On what share count are the percentage figures based?
Percentages are calculated using 385,987,026 shares outstanding as disclosed by the issuer in a quarterly report filed April 29, 2025.
Does the filing state an intent to influence control of PTEN?
The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
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