BERNS KENNETH N 4

What Happened
Kenneth N. Berns, Executive Vice President of Patterson-UTI Energy (PTEN), received equity awards on April 30, 2026 (total 79,900 restricted stock/unit awards: 47,900 share-settled RSUs and 32,000 cash‑settled RSUs). On May 1, 2026, 20,033 vested cash‑settled units were converted/settled for cash at $10.80 per unit ($216,356), and 11,157 shares were surrendered to cover withholding taxes at $12.22 per share ($136,339). Total value realized from the May 1 settlements/withholding was about $352,695. These were awards and settlements rather than open‑market purchases or discretionary sales.

Key Details

• Transaction dates: grants on 2026-04-30; settlements/tax withholding on 2026-05-01; Form 4 filed 2026-05-04 (appears timely).
• Grants: 47,900 RSUs that convert one-for-one to common stock; 32,000 cash-settled RSUs (total granted 79,900).
• Settlements: 20,033 cash‑settled units paid in cash at $10.80 each = $216,356 (reported as conversion + disposition to issuer under SEC guidance).
• Tax withholding: 11,157 shares surrendered to cover taxes at $12.22 each = $136,339.
• Total shares effectively disposed/settled on May 1: 31,190; total proceeds/cash impact ~ $352,695.
• Vesting: For the share-settled RSUs and cash-settled RSUs, one‑third vests on each of April 30, 2027, 2028 and 2029 (per footnotes).
• Holdings after the transactions were not specified in the filing. Some shares/units are held in trusts for which the reporting person is trustee (footnote).

Context

• These transactions are awards and routine settlements: cash settlement of RSUs is treated by the SEC as conversion plus immediate disposition to the company for cash (not an open‑market sale).
• The 11,157‑share disposition was solely for tax withholding on RSU conversion, not an independent sale signal.
• No indication of a 10% beneficial owner change or a 10b5‑1 plan; the filing provides footnotes explaining settlement mechanics and vesting schedules.