UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

PATTERSON-UTI ENERGY, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

10713 West Sam Houston Parkway North, Suite 800

Houston, Texas 77064

(281) 765-7100

April 11, 20232024

Dear Stockholder:

We cordially invite you to attend Patterson-UTI Energy, Inc.’s annual stockholders’ meeting. The annual meeting will be held Thursday, June 8, 2023,6, 2024, at 10:00 a.m., Central Time, at our corporate headquarters, located at 10713 W. Sam Houston Parkway North, Suite 125, Houston, Texas 77064.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders on the Internet. We believe that posting these materials on the Internet enables us to provide stockholders with the information that they need quickly, while lowering our costs of printing and delivery and supporting our sustainability efforts. We are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials, rather than a paper copy of our proxy materials. The notice contains instructions on how to access the proxy materials, vote and obtain, if you so desire, a paper copy of the proxy materials.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting in person, we urge you to promptly vote your shares by using the Internet or telephone, or if the accompanying proxy statement was mailed to you, by completing, signing, dating and returning your proxy card as soon as possible in the enclosed postage prepaid envelope.

Thank you for your support.

Sincerely,

PATTERSON-UTI ENERGY, INC.

10713 West Sam Houston Parkway North, Suite 800

Houston, Texas 77064

NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 8, 20236, 2024

The 20232024 annual meeting of the stockholders of Patterson-UTI Energy, Inc., a Delaware corporation (“Patterson-UTI”), will be held Thursday, June 8, 2023,6, 2024, at 10:00 a.m., Central Time, at our corporate headquarters, located at 10713 W. Sam Houston Parkway North, Suite 125, Houston, Texas 77064 (the “Meeting”), for the following purposes:

Stockholders of record at the close of business on April 10, 20232024 are entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof.

Your vote is important to us. Whether or not you plan to attend the Meeting in person, we urge you to promptly vote your shares by using the Internet or telephone, or if the accompanying proxy statement was mailed to you, by completing, signing, dating and returning your proxy card as soon as possible in the enclosed postage prepaid envelope.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to Be Held on June 8, 20236, 2024

The proxy statement and annual report to stockholders are available at www.proxyvote.com.

PATTERSON-UTI ENERGY, INC.

10713 West Sam Houston Parkway North, Suite 800

Houston, Texas 77064

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 8, 20236, 2024

General Information About the Annual Meeting and Voting

The Board of Directors (the “Board” or “Board of Directors”) of Patterson-UTI Energy, Inc., a Delaware corporation (“Patterson-UTI” or the “Company”), has madeis expected to make this proxy statement and its 20222023 annual report available to you on the Internet or, upon your request has deliveredto deliver printed versions of these materials to you by mail beginning on or about April 11, 2023.2024. Patterson-UTI is furnishing this proxy statement in connection with the solicitation by the Board of Directors of proxies to be voted at the 20232024 annual meeting of stockholders of Patterson-UTI (the “Meeting”). The Meeting will be held Thursday, June 8, 2023,6, 2024, at 10:00 a.m., Central Time, at our corporate headquarters, located at 10713 W. Sam Houston Parkway North, Suite 125, Houston, Texas 77064, or at any adjournment or postponement thereof.

The Notice of Internet Availability of Proxy Materials (the “Notice”) wasis expected to be mailed to each of Patterson-UTI’s stockholders (other than those who previously requested electronic delivery) entitled to vote at the Meeting on or about April 11, 2023.2024.

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), Patterson-UTI has elected to provide stockholders access to its proxy materials on the Internet. Accordingly, Patterson-UTI sent a Notice to all of its stockholders as of the record date. The Notice includes instructions on how to access Patterson-UTI’s proxy materials on the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will support our sustainability efforts. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate such election.

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the “stockholder of record” with respect to those shares, and the Notice was sent directly to you.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

Whether you are a “stockholder of record” or hold your shares in “street name,” you may direct your vote without attending the Meeting in person.

If you are a stockholder of record, you may vote by using the Internet or telephone by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by completing, dating, signing and returning your proxy card by mail. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.

If you are the beneficial owner of shares held in street name, you may be eligible to vote your shares electronically using the Internet or telephone by following the instructions in the Notice. If you request printed copies of the proxy materials by mail, you may also vote by signing the voter instruction card provided by your brokerage firm, bank, broker-dealer, or other similar organization and returning it by mail. If you provide specific voting instructions by mail, telephone or the Internet, your shares will be voted by your brokerage firm, bank, broker-dealer, or similar organization as you have directed.

Properly submitted proxies received either by mail, Internet, telephone or in person in time to be counted for the Meeting will be voted as you have directed in your proxy, unless you revoke your proxy in the manner provided below. As to any matter for which you give no direction in your proxy, your shares will be voted as follows:

If you are a stockholder of record, you may revoke your proxy before the proxy is voted by either:

If your shares are held in street name, you must obtain a proxy executed in your favor from the stockholder of record (that is, your brokerage firm, bank, broker-dealer or similar organization) to be able to vote at the Meeting.

The Board of Directors is making this solicitation. We have retained Georgeson LLC, 480 Washington Blvd., 26th Floor, Jersey City, New Jersey 07310, for a fee of approximately $9,500 and the reimbursement of out of pocket costs and expenses, to assist in the solicitation of proxies on behalf of the Board. Patterson-UTI’s officers and other employees, without compensation other than regular compensation, may also solicit proxies on behalf of the Board by mail, email, the Internet, telephone, electronic means and personal interview. Patterson-UTI will pay all costs associated with this solicitation.

Shares Outstanding and Voting Rights

Only stockholders of record of Patterson-UTI’s common stock, $0.01 par value per share (the “Common Stock”), at the close of business on April 10, 20232024 are entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof. At the close of business on April 10, 2023,2024, there were 208,241,879403,251,901 shares of Common Stock issued and outstanding. Holders of record of Common Stock on April 10, 20232024 will be entitled to one vote per share on all matters to properly come before the Meeting. A list of stockholders entitled to notice of and to vote at the Meeting will be made available during regular business hours at the offices of Patterson-UTI Energy, Inc., 10713 West Sam Houston Parkway North, Suite 800, Houston, Texas 77064 for the ten day period ending on the day before the Meeting for examination by any stockholder for any purpose germane to the Meeting.

A quorum is necessary to transact business at the Meeting. A majority of the shares of Common Stock outstanding on April 10, 20232024 will constitute a quorum. The shares held by each stockholder who attends the Meeting in person, signs and timely returns the form of proxy, or properly votes using the Internet or telephone will be counted for purposes of determining the presence of a quorum at the Meeting.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account in the manner provided in the voting instructions you received from that organization. Street name stockholders are also invited to attend the Meeting. However, because a street name stockholder is not the stockholder of record, you may not vote your shares at the Meeting unless you follow the procedures of your brokerage firm, bank, broker-dealer, or other similar organization for obtaining a legal proxy.

“Broker non-votes” and abstentions will be considered present at the Meeting for the purpose of determining a quorum. Broker non-votes occur when nominees, such as brokerage firms, banks, broker-dealers, or other similar organizations holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions. If you do not give instructions to your bank, brokerage firm or other agent, the bank, brokerage firm or other agent does not have authority to vote on the applicable proposal except on “routine matters.” For these reasons, please promptly vote in accordance with the instructions provided by your brokerage firm, bank, broker-dealer, or other similar organization.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Under Delaware law and Patterson-UTI’s bylaws, the affirmative vote of a plurality of shares present in person or represented by proxy at the meeting at which a quorum is present is required for the election of directors.

The enclosed form of proxy provides a means for you to either:

The Board of Directors recommends that you vote “FOR” all of the nominees. Unless you give contrary instructions in your proxy, your properly submitted proxy will be voted “For All” with respect to the election of all of the nominees to the Board of Directors. If any nominee should become unable or unwilling to accept the nomination or election, the person acting under the proxy will vote for the election of such other person as the Board of Directors may recommend. The Board has no reason, however, to believe that any of the nominees will be unable or unwilling to serve if elected.

Because directors are elected by a plurality vote, shares as to which a stockholder withholds authority to vote and broker non-votes will not affect the outcome of the election, although a broker non-vote will be counted for purposes of establishing a quorum.

Our corporate governance guidelines require that if a director receives in an uncontested election a greater number of “withhold” votes than votes cast “for” his or her election, the Nominating and Corporate Governance Committee of the Board of Directors will undertake a prompt evaluation of the appropriateness of the director’s continued service on the Board of Directors. In performing this evaluation, the Nominating and Corporate Governance Committee will review all factors it deems relevant, including the stated reasons why votes were withheld, the director’s length of service, his or her past contributions to Patterson-UTI and the availability of other qualified candidates. The Nominating and Corporate Governance Committee will then make its recommendation to the Board. The Board of Directors will review the Nominating and Corporate Governance Committee’s recommendation and consider such further factors and information as it deems relevant. The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days following the date of the stockholders’ meeting. If the Board of Directors determines remedial action is appropriate, the director shall promptly take whatever action is requested by the Board. If the director does not promptly take the recommended remedial action or if the Board of Directors determines that immediate resignation is in the best interests of Patterson-UTI and its stockholders, the Board of Directors may accept the director’s resignation that will have been tendered as follows. Each director will, as a condition to his or her appointment or election as a director or nomination as a director, agree in writing to comply with the terms of Patterson-UTI’s majority voting policy and provide to the Board of Directors an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which such director faces re-election and (ii) the Board of Directors’ acceptance of such resignation.

Set forth below is the name, age, position and a brief description of the business experience during at least the past five years of each of the nominees to Patterson-UTI’s Board of Directors, as well as specific qualifications, attributes and skills of such member that were identified by the Nominating and Corporate Governance Committee when such member was nominated to serve on the Board of Directors. In July 2020, Noble Corporation plc (“Noble”) and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Noble successfully completed its subsequent financial restructuring and plan of reorganization and, together with such subsidiaries, emerged from Chapter 11 in February 2021. As is further discussed in her biographical information below, Ms. Robertson served in various management roles during her 40-year career with Noble, including as Chairman of the Board, President and Chief Executive Officer from January 2018 until May 2020 and as Executive Chairman from May 2020 until her retirement in February 2021. We have evaluated Noble’s Chapter 11 filing and do not believe it is material to Ms. Robertson’s service as a director.

Each current member of Patterson-UTI’s Board of Directors is a nominee for election to the Board of Directors. ThereOther than the Governance Policy described below in “Consideration of Director Nominees and Governance Policy,” there are no arrangements or understandings between any person and any of the directors pursuant to which such director was selected as a nominee for election at the Meeting. There are no family relationships among any of the directors or executive officers of Patterson-UTI.

The following charts and diversity matrix show a snapshot of the average tenure and age, and gender and demographic diversity, of the eighteleven nominees for election to our Board of Directors.

The table below summarizes some of the skills and experience that the Board believes each director possesses and are relevant to such director’s Board and committee service. This summary is not intended to be an exhaustive list of each of our directors’ skills or contributions, and the lack of a checkmark for a particular item does not necessarily mean that the director does not possess that skill or experience.

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of Patterson-UTI’s business and structure, the Nominating and Corporate Governance Committee and the Board of Directors focused primarily on the information discussed in each of the directors’ individual biographies set forth below.

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Board Leadership Structure and Independent Chairman

The Board evaluates its leadership structure on an ongoing basis. The decision on whether to combine or separate the Chairman and Chief Executive Officer (“CEO”) role is determined on the basis of what the Board considers to be best for Patterson-UTI at any given point in time. Patterson-UTI’s current Board leadership structure separates the role of Chairman and CEO, and our Chairman is an independent director. In addition to having an independent Chairman, the Board has an independent Vice Chairman who works with the independent Chairman to provide independent oversight and leadership of the Board.

The independent directors meet regularly in executive sessions at which only independent directors are present, and the Chairman chairs those sessions. The Chairman serves as a liaison between the independent directors and any employee directors, consults with regard to Board and agenda items, and works with the chairpersons of Board committees as appropriate. The Chairman also participates from time to time in meetings with large shareholders.stockholders.

The Nominating and Corporate Governance Committee and the Board currently believe that the Board’s leadership structure, which includes the separation of the role of CEO and Chairman, is appropriate because it, among other things, provides for sufficient independence between the Board and management and for an independent director who provides board member leadership.

Board Role in Risk Oversight

The Board has adopted Corporate Governance Guidelines, which can be accessed electronically in the “Governance” section of Patterson-UTI’s website at www.patenergy.com. The Guidelines describe one of the Board’s primary responsibilities as overseeing Patterson-UTI’s processes for assessing and managing risks. The Board delegates to its committees responsibility for overseeing certain types of risk, as reflected in the chart below, and the committees in turn report regularly to the Board on their respective areas of oversight.

Our senior management identifies risks and opportunities through discussions with employees and other stakeholders, including customers, investors, trade associations and industry groups; engagement with environmental, social and governance (ESG) groups; and our own business risk assessments, as well as regular monitoring of legal, regulatory and policy changes with the potential to affect the industry as well as our company specifically. We believe that climate risks are inherently business risks, and our assessment of these climate-related transition and physical risks is integrated into our business risk assessment process.

Our senior management and representatives from our business units regularly communicate with the Board on risk management matters. Senior management conducts regular risk assessments to identify risks that have the potential to significantly affect our business over the short-, medium- and longer term and reviews with the Board risk mitigation and oversight measures, including prioritization of risk management and allocation of responsibility within the Company for the management of a particular risk.

Meetings and Committees of the Board of Directors

The Board of Directors met eight11 times during the year ended December 31, 2022.2023. Each then-serving director attended, in person or by telephone, at least 75% of the aggregate of all meetings held by the Board and meetings of each committee on which such director served. A majority of the members of the Board of Directors are independent within the meaning of the Nasdaq Stock Market, Inc. (“Nasdaq”) listing standards. Specifically, the Board has determined that Messrs. Conlon,Drummond, Halverson, Huff, Hunt and Jaime and Stewart and Mses. Beyer, Cepak, Judah, Nelson and Robertson are independent within the meaning of the Nasdaq listing standards. In addition, each of Michael W. Conlon and Terry H. Hunt, who served on the Board until September 1, 2023, qualified as independent during their service on the Board. In making its independence determinations, the Board considered transactions occurring since the beginning of 2023 between Patterson-UTI and entities associated with the independent directors or their immediate family members. The Board considered that since October 2023, Mr. Stewart has been employed by an organization that does business in the ordinary course with a subsidiary of Patterson-UTI. The amount received by Patterson-UTI or such other organization in each of the last three fiscal years did not exceed the greater of $200,000 or 1% of either Patterson-UTI’s or such organization’s consolidated gross revenues.

The Board of Directors has established five standing committees: an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Sustainability Committee.

The Executive Committee, which currently is composed of Messrs. Huff (chair), Drummond and Hendricks, and Ms. Cepak, has the authority, to the extent permitted by applicable law, to act for the Board in all matters arising between regular or special meetings of the Board of Directors. The Executive Committee did not meet or take any action in 2022.held one meeting during the year ended December 31, 2023.

The Audit Committee members are Mses. Cepak (chair), Judah and Robertson, and Mr. Huff,Messrs. Halverson, Jaime and Stewart, each of whom is independent within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and within the meaning of the Nasdaq listing standards. The Audit Committee oversees management’s execution of Patterson-UTI’s accounting and financial reporting process, including review of the financial reports and other financial information provided by Patterson-UTI to the public and government and regulatory bodies, Patterson-UTI’s system of internal accounting, Patterson-UTI’s financial controls, and the annual independent audit of Patterson-UTI’s financial statements and internal control over financial reporting. The Audit Committee also oversees compliance with Patterson-UTI’s codes of conduct and ethics and with legal and regulatory requirements. The Board has determined that Ms. Cepak and Mr. Huff areis an “audit committee financial experts”expert” within the meaning of applicable SEC rules. The Audit Committee selects the independent registered public accounting firm to audit Patterson-UTI’s books and records and considers and acts upon accounting matters as they arise. The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee held fivesix meetings during the year ended December 31, 2022.2023. Please see “Audit Committee Report” elsewhere in this proxy statement.

The Compensation Committee members are Messrs. HuntHalverson (chair), and Huff and JaimeMses. Cepak and Ms. Cepak,Nelson, each of whom is independent as defined in the Nasdaq listing standards. Among other things, the Compensation Committee sets and administers the policies that govern the compensation of executive officers of Patterson-UTI and periodically reviews director compensation and recommends changes, as appropriate, to the Board of Directors for approval. The Board of Directors has adopted a written charter for the Compensation Committee. The Compensation Committee held foursix meetings during the year ended December 31, 2022.2023. Please see “Compensation Discussion and Analysis” and “Compensation Committee Report” elsewhere in this proxy statement for further information about the Compensation Committee.

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The Nominating and Corporate Governance Committee members are Messrs. ConlonMses. Robertson (chair) and HuntBeyer and Ms. Robertson,Messrs. Huff and Stewart, each of whom is independent as defined in the Nasdaq listing standards. The purpose of the Nominating and Corporate Governance Committee is to, among other things, identify individuals qualified to become Board members, to recommend for selection by the Board director nominees for the annual meetings of stockholders, to recommend nominees for Board committees, to review Patterson-UTI’s Code of Business Conduct and Corporate Governance Guidelines, to develop and continually make recommendations with respect to the best corporate governance principles and to oversee the annual review of the Board and management. The Nominating and Corporate Governance Committee assists the Board’s Sustainability Committee in its oversight of governance-related sustainability issues, including climate-related risks and opportunities. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held twofour meetings during the year ended December 31, 2022.2023.

The Sustainability Committee members are Ms.Mses. Nelson (chair), Beyer and Judah (chair) and Messrs. ConlonDrummond, Jaime and Jaime,Stewart, each of whom is independent as defined in the Nasdaq listing standards. The purpose of the Sustainability Committee is to, among other things, review significant policies and performance and provide guidance on matters relating to sustainability, oversee and monitor the Company’s vision and values relating to sustainability, advise the Board and management on significant public issues related to sustainability matters, assist management in setting strategy, establishing goals and integrating sustainability into strategic and tactical business activities across the Company to create long-term stockholder value, and review and recommend to the Board for approval any sustainability reporting to the public or governmental agencies. The Board of Directors has adopted a written charter for the Sustainability Committee. The Sustainability Committee held fourfive meetings during the year ended December 31, 2022.2023.

Although Patterson-UTI does not have a formal policy regarding attendance by members of the Board at its annual meetings of stockholders, directors are invited to attend annual meetings of Patterson-UTI stockholders. All of the then-serving directors attended the 20222023 annual meeting of stockholders either in person or by telephone.

Consideration of Director Nominees and Governance Policy

On behalf of the Board, the Nominating and Corporate Governance Committee considers director nominees recommended by Patterson-UTI’s stockholders if the recommendations are made in accordance with all legal requirements, including applicable provisions of Patterson-UTI’s restated certificate of incorporation and bylaws. A stockholder’s notice to the Secretary of Patterson-UTI shall contain certain information specified in Patterson-UTI’s bylaws regarding the stockholder and the proposed nominee. See “Other Matters—Stockholder Proposals for 20242025 Annual Meeting” and Article I, Section 8 and Article I, Section 11 of Patterson-UTI’s bylaws.

The number of directors may be fixed or changed by amendment of Patterson-UTI's bylaws or by resolution of the Board. The Board assesses periodically, in connection with director refreshment and other considerations, whether a larger or smaller number of directors would be preferable.

The Nominating and Corporate Governance Committee determines qualification criteria and procedures for the identification and recruitment of candidates for election to serve as directors of Patterson-UTI. The Nominating and Corporate Governance Committee relies on the knowledge and relationships of Patterson-UTI and its officers and directors, as well as third parties when it deems appropriate, to identify and evaluate nominees for director, including nominees recommended by stockholders. In evaluating a nominee for director, the Nominating and Corporate Governance Committee considers the nominee’s skills, expertise, industry and other knowledge, personal and professional ethics, integrity and values, sound business judgment and willingness to commit sufficient time to the Board and be committed to representing the long-term interests of Patterson-UTI’s stockholders. The Nominating and Corporate Governance Committee also reviews the individual performance and qualifications of each director who wishes to be considered for nomination to the Board. Although the Nominating and Corporate Governance Committee does not have a stand-alone policy with regard to consideration of diversity in identifying director nominees, it is required, in accordance with our Corporate Governance Guidelines, to consider diversity in professional background, experience, expertise (including as to financial matters) and perspective (including as to age, gender and ethnicity) with respect to the Board of

Directors composition as a whole when evaluating a director nominee. The Board assesses its effectiveness in this regard as part of the annual board and director evaluation process.

14In connection with the closing of the NexTier merger in September 2023, the Board adopted a Governance Policy that sets forth certain requirements on the Board and its composition for a period of two years following completion of the NexTier merger. The Governance Policy provides that, at each of the 2024 and 2025 annual meetings of stockholders, the Patterson-UTI Board will re-nominate each Patterson-UTI and NexTier designee then serving on the Patterson-UTI Board for re-election by stockholders, subject to certain exceptions. In addition, until September 1, 2025, (i) the Nominating and Corporate Governance Committee will have an equal number of Patterson-UTI and NexTier designees, (ii) all other committees will have at least one NexTier designee, such that the membership of all the committees (excluding the Executive Committee) of the Patterson-UTI Board, taken as a whole, will have an equal number of Patterson-UTI and NexTier designees and (iii) the Executive Committee will consist of the Chairman, Vice Chairman and Chief Executive Officer. Mses. Cepak, Judah and Robertson and Messrs. Huff, Hendricks and Jaime are the current Patterson-UTI designees, and Mses. Nelson and Beyer and Messrs. Drummond, Halverson and Stewart are the current NexTier designees.

Board and Director Performance Assessments

The Nominating and Corporate Governance Committee annually reviews and evaluates the performance of the Board, each Committee of the Board, and each director in order to improve the effectiveness of the Board and each Committee of the Board. The Committee assesses the contributions of the Board as a whole and each of its Committees and identifies areas in which improvements may be made. The results of the evaluations are reviewed and discussed with the Board and its Committees, and recommendations are made, as appropriate, to the Board and its Committees.

The Nominating and Corporate Governance Committee also annually reviews the individual performance and qualifications of each director who wishes to be considered for nomination for reelection to the Board.

Continuing Education

Continuing education helps our directors strengthen their skills, deepen their understanding of our business and operations and stay current with emerging issues that affect our business, governance and compensation practices. It also helps directors keep abreast of governance developments and requirements and understand the issues we face in the context of our business. To further these goals, our Board’s continuing director education policy requires directors to participate in continuing education programs and reimburses directors for expenses incurred in connection with such education programs.

Succession Planning

The Board of Directors oversees processes and procedures to provide continuity of well-qualified executive leadership and to assess whether such leadership possesses the skill and talent to execute Patterson-UTI’s long-term business strategies. The Board of Directors reviews succession planning for the Chief Executive Officer and the senior executives tailored to reflect the Board’s standards for executive leadership and Patterson-UTI’s business strategy and vision. The succession planning addresses (i) both current and long-term needs of Patterson-UTI and establishes a process for identifying and assessing potential internal candidates; (ii) periodic review and assessment of readiness; (iii) contingency planning for temporary absences of the Chief Executive Officer due to disability or other unexpected event; and (iv) long-term continuity planning for succession to the Chief Executive Officer position.

Political Contributions

Patterson-UTI has a policy prohibiting the contribution of company funds to political parties or organizations or to candidates for any public office or to influence the general public, or segments thereof, with respect to public elections or referenda. Patterson-UTI participates in certain trade organizations with purposes that include enhancement of the public image of our industry, education about the industry and issues that affect the industry and industry best practices and standards. Many of the trade organizations also engage in legislative or political activity related to matters that affect the industry as a whole and not a specific company. Patterson-UTI, as one of many members in various trade associations, does not direct the legislative activities of any trade organization of which it is a member.

ESG and Sustainability

Patterson-UTI strives to be a leader in our industry in the area of environmental, social, governance ("ESG") and other sustainability-related issues, and remains committed to managing these issues for the long-term benefit of our

employees, communities and our business. We aim to minimize our environmental impact in the communities in which we work and live, while providing services for our customers in a safe and responsible manner. We invest extensively in the safety, health and well-being of our people, who are our most important asset and our greatest strength. Also, maintaining a rigorous focus on ethics and integrity at every level of our operations is a practice on which all of our success depends.

We also promote overall wellness with our employees through our PTEN Cares program, which reminds employees of the importance of taking care of each other and remaining aware of how important overall health and wellness is to our employees and their families.Through our PTEN Cares program, we also engage with local communities to make a positive impact where we work and live.

We encourage you to review our latest sustainability report for more detailed information regarding our sustainability programs and initiatives. A copy of Patterson-UTI’s sustainability report can be accessed electronically in the “Sustainability” section of the Patterson-UTI website at www.patenergy.com and in print to any stockholder who requests it from the Secretary of Patterson-UTI. Nothing on our website, including our sustainability report or sections thereof, shall be deemed incorporated by reference into this proxy statement or other filings that we make with the SEC. Our ESG goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met.

At Patterson-UTI, we believe that a commitment to diversity and inclusion for all is foundational and extends beyond what is required by various federal, state and local laws. We actively foster an inclusive culture where our employees are supported, valued and respected. We are proud of our workforce, where all employees can contribute to the success of the Company, drawing upon their unique backgrounds, perspectives and life experiences.

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We recognize that a diverse workforce is imperative in order to remain competitive and to meet our customers’ expectations. As part of our diversity and inclusion efforts, we recruit candidates from across the United States,different geographies, with a focus on employing local content in the communities near where we operate. We partner with state and local workforce commissions to ensure potential candidates from a variety of backgrounds and experiences are aware of open positions. We also utilize the services of a leading third-party provider of diversity recruitment to help advertise our positions to various organizations.

Our leaders remain focused and committed to a diverse workplace and culture of inclusion and respect, and they drive accountability for promoting and maintaining that commitment throughout our Company. Additionally, our Senior Vice President of Sustainability, Diversity and ESGCulture partners with other Company leaders to ensure that our businesses are each doing their part to adhere to Company policies, programs and initiatives that promote our diverse workplace and our culture of inclusion and respect.

Patterson-UTI’s Code of Business Conduct and Ethics and Equal Employment Opportunity and Anti-Harassment Policy prohibit discrimination or harassment of any type and afford equal employment opportunities to all employees and applicants, without regard to age, race, sex, color, religion, national origin, disability, marital status, covered veteran status, genetic information, sexual orientation, gender identity or any other characteristic protected under state, federal or local law. Each employee is expected to demonstrate a shared commitment to Patterson-UTI’s values regarding diversity and inclusion, as well as mutual respect for all co-workers, vendors, customers, third parties, and business partners.

Communication with the Board and its Independent Members

Persons may communicate with the Board, or directly with its Chairman, Mr. Huff, by submitting such communication in writing in care of Chairman of the Board of Directors, Patterson-UTI Energy, Inc., 10713 West Sam Houston Parkway North, Suite 800, Houston, Texas 77064. Persons may communicate with the independent members of the Board by submitting such communication in writing to the Nominating and Corporate Governance Committee of the Board of Directors of Patterson-UTI Energy, Inc., 10713 West Sam Houston Parkway North, Suite 800, Houston, Texas 77064.

Corporate Governance Documents Available on Patterson-UTI’s Website

Copies of each of the following documents can be accessed electronically in the “Corporate Governance” section of the Patterson-UTI website at www.patenergy.com and in print to any stockholder who requests them from the Secretary of Patterson-UTI:

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the financial statements and internal control over financial reporting of Patterson-UTI for the fiscal year ending December 31, 2023,2024, and directed that such engagement be submitted to the stockholders of Patterson-UTI for ratification. In recommending ratification by the stockholders of such engagement, the Board of Directors is acting upon the recommendation of the Audit Committee, which has satisfied itself as to PricewaterhouseCoopers LLP’s independence, professional competence and standing. Although ratification by stockholders of the engagement of PricewaterhouseCoopers LLP is not required by Delaware corporate law or Patterson-UTI’s restated certificate of incorporation or bylaws, the Audit Committee believes a decision of this nature should be made with the consideration of Patterson-UTI’s stockholders. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP and may retain that firm or another without re-submitting the matter to our stockholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of Patterson-UTI and its stockholders.

It is expected that one or more representatives of PricewaterhouseCoopers LLP will be available to participate in the Meeting and will be given the opportunity to make a statement if they so desire. It also is expected that the representative(s) will be available to respond to appropriate questions from the stockholders.

The Board of Directors recommends a vote “FOR” the ratification of PricewaterhouseCoopers LLP as Patterson-UTI’s independent registered public accounting firm. Ratification of the selection of PricewaterhouseCoopers LLP requires the affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote on, and voted “FOR” or “AGAINST,” the proposal. Unless you give contrary instructions in your proxy, your properly submitted proxy will be voted “FOR” such ratification. Abstentions will not be counted as votes cast “FOR” or “AGAINST” the proposal and will have no effect on the outcome of the proposal. If you do not give instructions to your brokerage firm, bank, broker-dealer, or other similar organization, the brokerage firm, bank, broker-dealer, or other similar organization will be entitled, but not required, to vote your shares in its discretion and may give or authorize the giving of a proxy to vote the shares in its discretion on this proposal.

PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO

2021 LONG-TERM INCENTIVE PLAN

Background

The Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (the(as previously amended, the “2021 Plan”) was originally approved by Patterson-UTI's stockholders effective as of June 3, 2021. Participation in the 2021 Plan is broad based, with approximately 280 employees and directors participating in 2022. Subject to the approval ofOn June 8, 2023, our stockholders our Board of Directors has approved an amendment to the 2021 Plan to increase the number of shares available for issuance thereunder by 5.445 million shares. On September 1, 2023, in connection with the NexTier merger, our Board of Directors approved a second amendment to the 2021 Plan to assume 10,050,932 shares previously reserved for issuance under the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “NexTier Plan” and such assumed shares, the “NexTier Pool”)as permitted by Nasdaq Rule 5635(c). Pursuant to Nasdaq Rule 5635(c) and such amendment, the NexTier Pool may only be used for awards granted on or prior to January 3, 2027 to persons who were not employees, directors, consultants or advisors of the Company or any of its subsidiaries as of immediately prior to the September 1, 2023 NexTier merger closing date.

Subject to the approval of our stockholders, on March 28, 2024 our Board of Directors approved a third amendment to the 2021 Plan (the “Plan Amendment”) to (i) increase the number of shares available for issuance under the plan by 5.44520 million shares, (the “Plan Amendment”).(ii) eliminate the NexTier Pool on a go forward basis, (iii) expand the plan’s restrictions on share recycling, and (iv) make certain edits to the recoupment provisions under the plan. No other changes are proposed by the Plan Amendment. Participation in the 2021 Plan is broad based, with approximately 240 employees and directors participating in 2023. The elimination of the NexTier Pool, and the concurrent increase in the overall number of shares available for issuance under the 2021 Plan, are being proposed in order to preserve the flexibility of the Company to grant future awards to all of its employees, directors, consultants or advisors without the limitations to which the NexTier Pool is subject.

In considering the Plan Amendment, our Board of Directors considered the dilutive impact of the additional share pool request, and in particular our overhang level. Overhang is equal to the total number of shares subject to equity awards outstanding (assuming target payout of all performance units (PSUs) then outstanding) plus the total number of shares available for grant under the Company’s equity plans, divided by the sum of the total common shares outstanding, the number of shares subject to equity awards outstanding (assuming target payout of all PSUs then outstanding) and the total number of shares available for grant under the Company’s equity plans. Our total overhang was 5.4% based on our shares and shares subject to equity awards outstanding (assuming target payout of all PSUs then outstanding) as of March 28, 2024, and would increase to 7.6% upon approval of the Plan Amendment (given the elimination of the NexTier pool and the additional share request). Approval of the Plan Amendment requires the affirmative vote of the holders of a majority of the shares of Common Stock that are present in person or by proxy and entitled to vote at the Meeting.

If the Plan Amendment is not approved by stockholders, the 2021 Plan will remain in effect with its current share pool and term.pool. As of March 29, 2023,28, 2024, there were 3,554,41013,616,988 shares of common stock remaining available for grant under the 2021 Plan, assuming a target payout of all performance units (PSUs)PSUs then outstanding. Of these shares available for grant, (i) 3,728,086 of these shares were available for awards to any employees, directors, consultants or advisors of the Company, and (ii) 9,888,902 of these shares were available for awards using the NexTier Pool, which may only be used for awards to persons who were not employees, directors, consultants or advisors of the Company or any of its subsidiaries as of immediately prior to September 1, 2023. If the Plan Amendment is not approved by stockholders, we will continue to be limited with respect to the awards that can be granted from the NexTier Pool and will not be able to continue our equity-based long term incentive program once thisthese remaining pool ispools are depleted, and we may be requiredwhich would require us to increase significantly the cash component of our employee compensation program in order to remain competitive and adequately compensate our employees.

Certain material terms of the 2021 Plan are discussed below; however, the description is subject to, and qualified by the full text of the 2021 Plan, attached hereto as Annex A, which includes the Plan Amendment highlighted in bold. Unless otherwise indicated, references to the "2021 Plan"“2021 Plan” in the following description of the material terms of the 2021 Plan reflect the 2021 Plan as amended by the Plan Amendment.

Best Practices

Independent Oversight.The Compensation Committee, composed solely of non-employee independent directors, approves all grants made to employees under the 2021 Plan; provided, however, that the Compensation Committee may delegate to the Board or any committee of the Board, to one or more executive officers or a committee of executive

officers its right to grant awards under the 2021 Plan to employees who are not executive officers or directors of Patterson-UTI pursuant to such conditions or limitations as the Compensation Committee may establish. The Board of Directors approves all grants to directors under the 2021 Plan.

No Repricing of Options or SARs.The 2021 Plan prohibits the repricing and replacement of stock options or stock appreciation rights (“SARs”) at lower exercise prices unless approved by our stockholders.

No Discounted Options or SARs.Stock options and SARs may not be granted with an exercise price below the fair market value of our common stock on the date of grant.

No Dividends on Options or SARs.Dividends and dividend equivalents may not be paid or accrued on stock options or SARs.

No Dividends or Dividend Equivalents Paid on Unvested Awards. Any dividends or dividend equivalents will only be paid if and to the extent the underlying shares vest pursuant to the terms of the award.

Limited Terms for Options and SARs.Stock options and SARs granted under the 2021 Plan are generally limited to 10-year terms.

No Liberal Share Recycling. The 2021 Plan prohibits liberal share recycling. Shares delivered to Patterson-UTI or withheld to satisfy the exercise price of a stock option or SAR or withholding tax obligations on any award, shares not issued in the net settlement of a stock-settled SAR, and shares repurchased on the open market with the proceeds of a stock option exercise will not again be made available for grant under the 2021 Plan.

No “Evergreen” Provision.Shares authorized for issuance under the 2021 Plan will not be replenished automatically. Any additional shares to be issued over and above the current share pool, as increased by the Plan Amendment, will require further stockholder approval.

No Tax Gross-Ups.The Compensation Committee does not provide tax gross-ups in connection with awards under the 2021 Plan.

Annual Limitation on Director Compensation. The total compensation paid to each non-employee director for their service as such, whether in cash or in equity awards under the 2021 Plan (based on the grant date fair value of any such awards) during a single fiscal year may not exceed $750,000; however, the foregoing limit will instead be$750,000 (or $1,000,000 for any fiscal year in which the non-employee director is first appointed to the Board or any fiscal year in which the non-employee director serves as chairman or lead director.director).

No Dividends or Dividend Equivalents Paid on Unvested Awards. Any dividends or dividend equivalents will only be paid if and to the extent the underlying shares vest pursuant to the terms of the award.

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Recoupment. All awardsAwards granted under the 2021 Plan are subject to the Patterson-UTI Energy, Inc. Clawback Policy and will be subject to any other clawback policy adopted by us. In addition, if we are required to prepare an accounting restatement due to the material noncompliance of Patterson-UTI, as a result of misconduct, with any financial reporting requirement, the 2021 Plan requires recoupment where required under Section 304 of the Sarbanes-Oxley Act of 2002 and permits recoupment from any participant who engaged in such misconduct. See the description of our current Clawback policy below under “Clawback Policy”.

Minimum Vesting.Subject to a 5% carve-out, all awards are subject to a minimum vesting period of one year from the date of grant, except in the case of substitute awards, awards delivered in lieu of fully-vested cash obligations, certain awards to directors that vest in connection with an annual meeting, and permitted accelerations of awards, such as in connection with a holder's retirement, death or disability or in the event of a change in control.

Key Equity Plan Metrics

Burn Rate

Our Board and Compensation Committee are committed to using equity awards prudently and considers the dilutive impact of annual grants on our stockholders. Set forth below is information on the awards granted or earned and our burn

rate for the years 2020-20222021-2023 under our previous equity compensation plan, the Amended and Restated 2014 Long-Term Incentive Plan, as amended (the "2014 Plan"“2014 Plan”) and the 2021 Plan:

In considering the Plan Amendment, our Board of Directors also considered the dilutive impact of the additional share pool request, and in particular our overhang level. Overhang is equal to the total number of equity awards outstanding plus the total number of shares available for grant under the Company’s equity plans, divided by the sum of the total common shares outstanding, the number of equity awards outstanding and the total number of shares available for grant under the Company’s equity plans. Our overhang as of December 31, 2022 was 5.2%. If the Plan Amendment is approved, our overhang would have increased to 7.5%.

Description of the 2021 Plan

The primary objective of the 2021 Plan is to assist Patterson-UTI and its subsidiaries in attracting and retaining selected individuals to serve as directors, employees, consultants and advisors of Patterson-UTI who are expected to contribute to its success and achieve long-term objectives which will inure to the benefit of its stockholders through the additional incentives inherent in awards under the 2021 Plan. The 2021 Plan provides for the granting of incentive and non-qualified stock options, tandem and freestanding stock appreciation rights, restricted stock awards, other stock unit awards, performance shares, performance units and dividend equivalents. Certain awards under the 2021 Plan may be paid in cash or Common Stock, as determined by the Compensation Committee. The Compensation Committee has exclusive authority to select the participants to whom awards may be granted, and to determine the type, size and terms of each award, subject to the limitations set forth in the 2021 Plan. The Compensation Committee will also make all determinations that it decides are necessary or desirable in the interpretation and administration of the 2021 Plan. In addition, the Compensation Committee may, if consistent with applicable rules, regulations and Nasdaq requirements, delegate to a committee of one or more directors or to one or more executive officers the right to grant, cancel and suspend awards to employees who are not directors or executive officers of Patterson-UTI.

As of March 29, 2023,28, 2024, the equity awards outstanding under Patterson-UTI’s 2005 Long-Term Incentivethe NexTier Plan, as amended (the “2005 Plan”),the Former C&J Energy Plan, the 2014 Plan, and the 2021 Plan, were as follows (1):

General Terms

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Options

SARs

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Restricted Stock Awards

Other Stock Unit Awards

Dividend Equivalent Rights

Performance Awards

Deferrals

Effect of Certain Transactions and Change of Control

The Compensation Committee, in its discretion, may determine that, unless otherwise specifically set forth in an award agreement or other agreement applicable to any award, upon a change of control (as defined in the 2021 Plan):

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Further, in the event of changes in the capital or corporate structure of Patterson-UTI due to events such as recapitalization, stock split, merger, spin-off, joint venture, subsidiary or division sale or similar transaction, that affect the shares of Common Stock, the Compensation Committee, in its sole discretion, may determine that it is equitable or appropriate to make adjustments or substitutions to the 2021 Plan or outstanding options and awards, including to the number, class, kind and option or exercise price or securities subject to awards and to the terms and conditions of awards (including any applicable performance targets or criteria with respect thereto).

Federal Income Tax Consequences

The following discussion summarizes certain U.S. federal income tax consequences of the grant and receipt of awards pursuant to the 2021 Plan under the law as in effect on the date of this proxy statement. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. This summary does not purport to cover all federal employment tax, estate tax, or other federal tax consequences associated with the 2021 Plan, nor does it address state, local, or non-U.S. tax consequences. As such, we recommend that all participants consult their own tax advisor concerning the tax implications of awards granted under the 2021 Plan.

ISOs. In general, a participant will not recognize income upon the grant or exercise of an ISO. However, upon the exercise of an ISO, the excess of the fair market value of the shares of Common Stock received upon the exercise of the ISO over the exercise price will increase the employee’s alternative minimum taxable income, which may cause the employee to incur the alternative minimum tax. Subject to certain exceptions for death or disability, if a participant exercises an ISO more than three months after termination of employment, the exercise of the option will be taxed as the exercise of a NQSO, as described below.

The general rule is that gain or loss from the sale or exchange of shares acquired on the exercise of an ISO will be treated as capital gain or loss. However, if shares acquired upon the exercise of an ISO are disposed of within two years from the date of grant or within one year after exercise (a “disqualifying disposition”), the participant generally will recognize ordinary income in the year of disposition in an amount equal to the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) less the exercise price. Any further gain (or loss) realized by the participant generally will be taxed as short- or long-term capital gain (or loss) depending on the holding period.

NQSOs, SARs, Performance Award, and Other Stock Unit Award and Dividend Equivalents. A participant generally is not required to recognize income on the grant of a NQSO, a SAR, performance award or other stock unit award. Instead, ordinary income generally is required to be recognized on the date the NQSO or SAR is exercised, or in the case of performance awards or other stock unit awards, upon the issuance of shares and/or the payment of cash pursuant to the terms of the award. In general, the amount of ordinary income required to be recognized is, (a) in the case of a NQSO or a SAR, an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the exercise price, and (b) in the case of performance awards or other stock unit awards, the amount of cash and/or the fair market value of any shares received in respect thereof, plus the amount of taxes withheld from such amounts. Ordinary income is recognized upon the payment of dividend equivalents, if any, granted with respect to performance awards, other stock unit awards or as separate awards.

Restricted Common Stock. Unless a participant who receives an award of restricted Common Stock makes an election under section 83(b) of the Code as described below, the participant generally is not required to recognize

ordinary income on the grant of restricted Common Stock. Instead, on the date the shares vest (i.e., become transferable and no longer subject to forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares on such date over the amount, if any, paid for such shares. If a section 83(b) election has not been made, any dividends received with respect to restricted Common Stock that are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient. If a participant makes a section 83(b) election within 30 days following the date of transfer of the restricted Common Stock, the participant will recognize ordinary income on the date the shares are granted in an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the participant will not be required to recognize additional ordinary income when the shares vest. However, if the shares are later forfeited, a loss can only be recognized up to the amount the participant paid, if any, for the shares.

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Gain or Loss on Sale or Exchange of Shares. In general, gain or loss from the sale or exchange of shares granted or awarded under the 2021 Plan will be treated as capital gain or loss, provided that the shares are held as capital assets at the time of the sale or exchange. However, if certain holding period requirements are not satisfied at the time of a sale or exchange of shares acquired upon exercise of an ISO (a “disqualifying disposition,” see above), a participant generally will be required to recognize ordinary income upon such disposition.

Deductibility by Patterson-UTI. To the extent that a participant recognizes ordinary income in the circumstances described above, Patterson-UTI or the subsidiary for which the participant performs services will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of section 280G of the Code (see Parachute Payments below) and is not disallowed by the $1,000,000 limitation on certain executive compensation under section 162(m) of the Code. In general, under section 162(m) of the Code, remuneration paid by a public corporation to certain “covered employees” (which includes any individual who serves as chief executive officer, chief financial officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year) is not deductible to the extent it exceeds $1 million for any year. It is expected that compensation deductions for any covered employee with respect to awards under the 2021 Plan will be subject to a $1 million annual deduction limitation. The Compensation Committee may grant awards under the 2021 Plan or otherwise that are or may become non-deductible when it believes doing so is in the best interests of the Company and its stockholders.

Parachute Payments. The acceleration of the exercisability or the vesting of an award upon the occurrence of a change in control may result in an “excess parachute payment” within the meaning of section 280G of the Code. A “parachute payment” occurs when an employee receives payments contingent upon a change in control that exceed an amount equal to three times his or her “base amount.” The term “base amount” generally means the average annual compensation paid to such employee during the five calendar years preceding the calendar year in which the change in control occurs. An “excess parachute payment” is the excess of all parachute payments made to the employee on account of a change in control over the employee’s base amount. If any amount received by an employee is characterized as an excess parachute payment, the employee is subject to a 20% excise tax on the amount of the excess, and Patterson-UTI is denied a tax deduction with respect to such excess.

Withholding. Awards under the 2021 Plan may be subject to tax withholding. Where an award results in income subject to withholding, Patterson-UTI may require the participant to remit the withholding amount to Patterson-UTI or cause shares of Common Stock to be withheld or sold in order to satisfy the tax withholding obligations.

Section 409A. Section 409A of the Code generally provides that any deferred compensation arrangement must satisfy specific requirements, both in operation and in form, regarding (i) the timing of payment, (ii) the election of deferrals and (iii) restrictions on the acceleration of payment. Failure to comply with section 409A may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% tax on the participant of the deferred amounts included in the participant’s income. Patterson-UTI intends to structure awards under the 2021 Plan in a manner that is designed to be exempt from or comply with section 409A, but does not guarantee such treatment.

Existing Plan Benefits

Any future awards granted to employees, consultants, advisors and non-employee directors under the 2021 Plan are subject to the discretion of the Compensation Committee or the Board, as applicable, and therefore, are not determinable at this time. The "Grants of Plan-Based Awards" table below sets forth information with respect to prior awards granted to our named executive officers under the 2021 Plan during 2022.2023. As of March 29, 2023,28, 2024, no stock options or SARs have been granted under the 2021 Plan and no awards have been granted that are contingent on the approval of the 2021 Plan.

In addition, our non-employee directors are expected to receive annual grants on January 1 of each year consistent with the equity grants described below under “Director Compensation”. Because future awards are at the discretion of the Compensation Committee and the Board, the number of shares subject to future awards could increase or decrease and the type and terms of future awards could change as well, all without the need for future stockholder approval. If the Plan Amendment is approved, Patterson-UTI intends to thereafter register the additional shares authorized for grant under the 2021 Plan, as amended, on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission.

The Board of Directors recommends a vote “FOR” the approval of the Plan Amendment. Approval of the proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy and entitled to vote on the proposal. Unless you give contrary instructions in your proxy, your properly submitted proxy will be voted “FOR” approval of the proposal. Abstentions will be counted as shares entitled to vote on the proposal and will have the same effect as a vote “AGAINST” the proposal. A broker non-vote will be counted for purposes of establishing a quorum, but will not be treated as a share entitled to vote on the proposal and will have no effect on the outcome of the proposal. Brokerage firms, banks, broker-dealers, and other similar organizations do not have authority to vote on this proposal without instructions from the beneficial owner.

PROPOSAL NO. 4

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, the Board of Directors is asking stockholders to approve a non-binding, advisory resolution onto approve the compensation of Patterson-UTI’s executive officers who are named in the Summary Compensation Table appearing in this proxy statement (the “Named Executive Officers”). The compensation of the Named Executive Officers is described in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement.

For a discussion of our stockholder engagement and board responsiveness to stockholders,compensation program alignment with stockholder interests, please see “Compensation Discussion and Analysis— Aligning Compensation Programs with Stockholder Interests.”

The compensation program for the Named Executive Officers is designed to attract and retain highly qualified individuals and to motivate and reward them for performance that benefits Patterson-UTI and its stockholders. The Compensation Committee and the Board of Directors believe that the policies and procedures detailed in the “Compensation Discussion and Analysis” achieve these goals by, among other things:

The Board of Directors is asking stockholders to approve the following non-binding, advisory resolution at the Meeting:

“RESOLVED, that the stockholders of Patterson-UTI Energy, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and other narrative discussion in the Proxy Statement for the 20232024 Annual Meeting of Stockholders of the Company.”

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee value the views of Patterson-UTI’s stockholders and will review and consider the voting results when (i) evaluating the effectiveness of Patterson-UTI’s compensation policies and practices and (ii) making future compensation decisions for the Named Executive Officers. As recommended by our stockholders at the 2023 annual meeting, Patterson-UTI currently holds an annual “say-on-pay” vote and thus, unless the Company changes its policy, including after considering the results of Proposal 5 below,expects that the next such vote after the 20232024 annual meeting will be held at the 20242025 annual meeting of stockholders.

The Board of Directors recommends a vote “FOR” the approval of the advisory resolution on executive compensation. Approval of the advisory resolution requires the affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote on, and voted “FOR” or “AGAINST,” the proposal. Unless you give contrary instructions in your proxy, your properly submitted proxy will be voted “FOR” approval of the proposal. Abstentions will not be counted as votes cast “FOR” or “AGAINST” the proposal and will have no effect on the outcome of the proposal. A broker non-vote will be counted for purposes of establishing a quorum, but will not be treated as a vote cast “FOR” or “AGAINST” the proposal and will have no effect on the outcome of the proposal. Brokerage firms, banks, broker-dealers, and other similar organizations do not have authority to vote on this proposal without instructions from the beneficial owner.

PROPOSAL NO. 5

ADVISORY VOTE ON FREQUENCYAPPROVAL OF THE AMENDMENT OF THE PATTERSON-UTI RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF PATTERSON-UTI AS PERMITTED BY RECENT AMENDMENTS TO DELAWARE LAW

FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATIONBackground

In accordanceEffective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) was amended to permit a Delaware corporation to adopt a provision in its certificate of incorporation to eliminate or limit monetary liability of certain senior corporate officers for breach of the fiduciary duty of care in certain actions. Previously, the DGCL allowed only exculpation of corporate directors for breach of the fiduciary duty of care.

Article Ninth of Patterson-UTI's Restated Certificate of Incorporation currently provides for Patterson-UTI to limit the monetary liability of directors in certain circumstances pursuant to and consistent with Section 14A102(b)(7) of the Exchange Act,DGCL, but does not include a provision that allows for the exculpation of officers. Subject to the approval of the stockholders, the Board has approved a proposal to amend our Restated Certificate of Directors is asking stockholdersIncorporation (the “Amendment”) to vote, on an advisory basis, on whether future advisory votes to approveprovide for the compensationelimination or limitation of monetary liability of specified executive officers of the Named Executive Officers (“Say-on-Pay Vote”) should occur every year, every two yearsCompany for breach of the duty of care in certain actions and recommends that stockholders approve such Amendment. The proposed Amendment would allow for the exculpation of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or every three years. Stockholders may also abstainfor derivative claims brought by stockholders in the name of the Company. As is currently the case with directors under our Restated Certificate of Incorporation, the Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from casting a vote on this proposal.which the officer derived an improper personal benefit.

AtIf adopted by the stockholders, the Amendment would become effective upon filing of an appropriate certificate of amendment with the Secretary of State of the State of Delaware. The proposed Amendment would replace Article NINTH of the Restated Certificate of Incorporation with the following language:

“To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable.”

Other than the replacement of the existing Article NINTH by the proposed Article NINTH, the remainder of our annual meetingRestated Certificate of Incorporation will remain unchanged after effectiveness of the Amendment.

The Board believes that amending our Restated Certificate of Incorporation to add the authorized liability protection for certain officers, consistent with the protection in 2017, our stockholders overwhelmingly approvedRestated Certificate of Incorporation currently afforded our Boarddirectors, is necessary in order to continue to attract and retain experienced and qualified officers. The nature of Directors’ recommendationthe role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. To the extent our peers adopt exculpation clauses that limit the personal liability of officers in their certificates of incorporation, failing to adopt the Amendment could impact our recruitment and retention of exceptional officer candidates that conclude that the Say-on-Pay Vote be held every year. We are requiredpotential exposure to provide our stockholdersliabilities, costs of defense and other risks of proceedings exceeds the opportunity at least once every six years to cast another advisory vote on the frequencybenefits of serving as an officer of the Say-on-Pay Vote.

After careful review and consideration, the Board of Directors, on the recommendation of the Compensation Committee, has determined that an advisory vote on the compensation of the Named Executive Officers should continue to take place every year. In making its determination, the Board considered that an annual advisory vote on executive compensation will allow Patterson-UTI’s stockholders to provide their direct and timely feedback on Patterson-UTI’s compensation objectives, policies and practices.

This advisory vote on the frequency of future advisory votes to approve the compensation of the Named Executive Officers is non-binding on the Board. However, the Board of Directors and the Compensation Committee value the views of Patterson-UTI’s stockholders and will take into account the outcome of the voting when determining the frequency of such a vote. Stockholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. Stockholders are not being asked to approve or disapprove the Board’s recommendation, but instead to indicate their choice among the frequency options (or to abstain).Company.

The Board of Directors recommends a vote on an advisory basis, for an annual (every one year) frequency“FOR” the approval of future advisory votes to approve executive compensationthe Amendment. Approval of the frequency of future advisory votes on executive compensation will be decided byproposal requires the affirmative vote of the holders of a pluralitymajority of the outstanding shares of the Common Stock present in person or by proxy, and entitled to vote at the Meeting. A “plurality” means that the frequency option that receives the greatest number of votes cast will be considered the preference of Patterson-UTI’s stockholders. Unless you give contrary instructions in your proxy, your properly submitted proxy will be voted “ONE YEAR” to approve, on an advisory basis, a stockholder advisory vote every year on executive compensation.“FOR” approval of the proposal. Abstentions and broker non-votes will have nothe same effect onas a vote “AGAINST” the outcome of this vote.proposal. Brokerage firms, banks, broker-dealers, and other similar organizations do not have authority to vote on this proposal without instructions from the beneficial owner.

EXECUTIVE OFFICERS

Set forth below is the name, age and position followed by a brief description of the business experience during at least the past five years for each executive officer of Patterson-UTI who is not also a nominee for election to the Board of Directors.

C. Andrew Smith — Mr. Smith has served as Executive Vice President and Chief Financial Officer of Patterson-UTI since September 2017. From April 2014 until September 2017, Mr. Smith served as Executive Vice President and Chief Financial Officer of Kirby Corporation, a marine transportation and diesel engine services company. From January 2014 to April 2014, Mr. Smith served as Executive Vice President – Finance of Kirby Corporation. Prior to joining Kirby Corporation, Mr. Smith served as Senior Vice President and Chief Financial Officer of Benthic Geotech and was previously Chief Financial Officer for both Global Industries, LTD and NATCO Group. Mr. Smith holds a degree in business administration from the University of Houston.

Kenneth N. Berns — Mr. Berns has served as Executive Vice President and Chief Commercial Officer of Patterson-UTI since May 2017. Mr. Berns served as a director of Patterson-UTI from May 2001 to June 2017 and as Senior Vice President of Patterson-UTI from April 2003 to May 2017. Mr. Berns served as a director of UTI from 1995 to May 2001. Mr. Berns has been an executive with REMY Investors since 1994. Mr. Berns holds a Bachelor’s Degree in Business Administration from San Diego State University and a Master’s Degree in Taxation from Golden Gate University.

James M. Holcomb — Mr. Holcomb has served as Executive Vice President and Chief OperatingBusiness Officer of Patterson-UTI since JanuarySeptember 2023. Mr. Holcomb joined Patterson-UTI in February 1998 with the acquisition of Robertson Onshore Drilling Company, and since that time has served in numerous operational management roles, including as Chief Operating Officer from January 2023 to September 2023, as President of Patterson-UTI Drilling Company LLC, a wholly owned subsidiary of Patterson-UTI, from January 2012 to December 2022, and as Senior Vice President of Operations of Patterson-UTI Drilling Company LLC from April 2006 to January 2012. Mr. Holcomb has over 35 years of experience in contract drilling operations. Mr. Holcomb holds a Bachelor of Science Degree in Business Management from LeTourneau University.

Seth D. Wexler — Mr. Wexler has served as SeniorExecutive Vice President, General Counsel and Secretary of Patterson-UTI since February 2017.2024. Mr. Wexler served as Senior Vice President, General Counsel and Secretary of Patterson-UTI from February 2017 to February 2024, and as General Counsel and Secretary of Patterson-UTI from August 2009 to February 2017. From March 1998 to August 2009, he specialized in securities law and mergers and acquisitions for the law firm of Norton Rose Fulbright US LLP, including as a partner of such law firm since January 2007. Mr. Wexler holds a Bachelor of Business Administration in Finance from the University of Texas at Austin, a Juris Doctorate from the University of Houston Law Center and a Masters of Business Administration from the University of Houston.

Matthew Gillard —Mr. Gillard has served as President, NexTier Completions since September 2023. From August 2021 to August 2023, Mr. Gillard served as Executive Vice President & Chief Operating Officer of NexTier Oilfield Solutions. He has more than 25 years of experience in the oil and gas industry, working primarily for Schlumberger in progressing roles of responsibility including Sales and Commercial Director, Vice President Completions, President OneStim and Vice President Vertical Integration & Strategy North America. Prior to joining NexTier, Mr. Gillard held the role of Principal and Owner of Intex Consulting from June 2020 to August 2021. Mr. Gillard received a B.S. in Marine & Offshore Civil Engineering from University of Plymouth, UK and also studied Petroleum Engineering at Institut Français du Pétrole.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis (“CD&A”) sets forth the principal compensation policies and programs of Patterson-UTI for 20222023 for our Named Executive Officers (“NEOs”).

2023 Company Highlights

In 2023, we achieved a number of key financial and strategic successes, including the following:

Aligning Compensation Programs with Stockholder Interests

Strong Stockholder Support for Say-on-Pay

We have received at least 96% stockholder support for our Say-on-Pay proposal at each of our last fourfive Annual General Meetings of Stockholders. The Compensation Committee strongly values the opinions of our stockholders as expressed in the Say-on-Pay vote and believes that our recent support levels demonstrate a strong alignment of our compensation program with our stockholders’ interests.

We regularly meet with stockholders to solicit feedback on areas of concern. With the strong stockholder support for our Say-on-Pay proposals at our recent Annual General Meetings of Stockholders, no specific changes were made to our compensation programs as a result of the 20222023 Say-on-Pay vote or meetings with stockholders; however, the Compensation Committee will continue to consider the results of our future Say-on-Pay votes and other stockholder feedback of our stockholders when making future compensation decisions for our NEOs.

Reduction in 2023 Executive Compensation

Our continued focus on generating Operating Cash Flow, driving profitability,Although the Company experienced excellent financial and improvingrelative TSR performance in 2022, in light of share price declines in early 2023, the Compensation Committee generally set 2023 target compensation at reduced levels for our business duringNEOs relative to 2022 contributed to outperformance by our Company. Our stockholders benefitted from our actions, as our totalachieve better alignment with anticipated financial results and near-term stockholder return (“TSR”) performance was +102%returns. More specifically, for 2023, the Compensation Committee:

Good Governance and Compensation Practices Aligned with Stockholders

We are mindful of the positive impact that strong corporate governance has on maintaining an executive compensation program that is aligned with the interests of our stockholders. In designing the current executive compensation program, we sought to incorporate best practices for compensation governance, including those summarized below.

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What Guides Our Program

Our overriding philosophy for the compensation of our key executives is to link their compensation with Patterson-UTI’s operational and market performance and to establish incentives that reward them for their achievement of both short-term tactical and long-term strategic objectives. In doing so, we seek to offer competitive compensation designed to attract and retain highly qualified individuals and to motivate and reward our executives in achieving Patterson-UTI’s goals. Specifically, the 20222023 program was designed to reinforce the following goals:

For 2022,2023, target total direct compensation for our NEOs was most heavily weighted toward long-term incentives, with greater than 50% of long-term incentive compensation subject to performance-based vesting criteria, as shown below.

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Process for Determination of Executive Compensation

Role of the Compensation Committee

The Board of Directors has delegated the management of Patterson-UTI’s executive compensation program to the Compensation Committee. The Compensation Committee meets on a regular basis to consider compensation matters and to review how Patterson-UTI’s plans and policies work in practice. Each of the Compensation Committee’s current members is an independent director as defined by the Nasdaq listing standards.

Independent, Outside Compensation Consultant

Our Compensation Committee regularly utilizes outside compensation consultants to help assess and design our executive compensation program. These consultants are paid on either a basic, fixed-fee structure plus expenses or an hourly rate structure plus expenses. These outside consultants provide data and advice on historical compensation and stockholder returns, market trends and peer compensation practices. The Compensation Committee has retained Frederick W. Cook & Co., Inc. ("FW Cook") as its consultant and advisor for executive compensation matters since 2018.from 2018 to September 2023. Following the NexTier merger, the Compensation Committee engaged Compensation Advisory Partners (“CAP”) to advise on executive compensation matters.

Our Compensation Committee regularly reviews the services provided by its outside consultantconsultants and has determined that the engagement of FW Cook did not, and the engagement of CAP does not, raise any conflicts of interest. The Compensation Committee receives a confirmation certification of independence from its consultantconsultants annually.

In 2022,2023, FW Cook provided the Compensation Committee with information on the compensation practices of our peer group and other oilfield service companies and on the reasonableness of our program as compared to the compensation practices of our peer group. In so doing, FW Cook provided the Compensation Committee with information on each element of total direct compensation for our executive officers as well as a comparison of each such element of compensation against our peers and the broader oilfield services and oil and gas exploration and production markets. FW Cook also provided the Compensation Committee with information on the cost and potential dilution to our stockholders of our equity-based incentives and compared our equity usage to that of our peer group.

In late 2023, CAP provided the Compensation Committee with advice regarding the establishment of a new peer group to benchmark executive pay levels for purposes of setting 2024 executive compensation, as described below. In 2024, we anticipate that CAP will perform the same services that FW Cook performed during 2023.

Role of Management and Feedback of Others

Compensation determinations, including annual bonus plan design and equity award grants, are approved through a process that solicits input from outside compensation consultants retained by the Compensation Committee, such as FW Cook. The Compensation Committee also seeks input from management through our CEO. In 2022 and 2023, management separately retained Compensation Advisory Partners (“CAP”)CAP to provide market information, which assisted management in designing and formulating its compensation recommendations, and provided management with advice and benchmarking on incentive compensation design. CAP does not provideceased providing advice directly to management following its engagement by the Compensation Committee.Committee in September 2023.

In addition to the recommendations of management and consultants, the Compensation Committee considers feedback from Patterson-UTI’s stockholders, guidelines of proxy advisory firms, reported trends in compensation, internal budgets, historical data for the Company and its peers, strategic planning updates and other information that it considers relevant.

Our CEO provides the Compensation Committee with reviews of the performance of other executive officers and senior managers, including the other NEOs. Our CEO also engages in an annual dialogue with our Committee Chairman and the Chairman of the Board on our compensation program and seeks their input on and review of proposals for long-term incentive grants. This process results in a recommendation that is then considered by our Compensation Committee as a whole. The Compensation Committee meets in executive session without our CEO present, and our CEO is not involved in decisions relating to his compensation.

2023 Peer Group

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The Company’s 20222023 peer group consisted of the 20 companies listed above within the oilfield services and oil and gas exploration and production industries, andplus one market index. When developing this peer group, the Compensation Committee considered the Company’s positioning versus peers on key metrics (Revenue, EBITDA, Total Assets, Market Capitalization, and Total Enterprise Value), the robustness of the peer group, and the business characteristics of each peer. Due to peer company positioning changes and consolidations, three of the 2021 peer group companies were removed and replaced with ProPetro Holding Corp., Valaris Ltd. and Weatherford International. Also, due to industry consolidation, the Compensation Committee elected to retain three oil and gas exploration and production companies in the peer group to provide a more robust group for pay comparisons, while maintaining an emphasis on oilfield services companies.

The Compensation Committee elected to retain one market index (the S&P 500) in the peer group, solely for purposes of the relative TSR performance measurement under our performance units. This market index was retained to include an index outside our sector, given our industry'sindustry’s returns are compared with the returns of other industries and indices, and to provide a broader range of companies and performance results when considering the Company’s relative performance.

This peer group was used by the Company and the Compensation Committee to benchmark executive pay levels and will be used to measure relative TSR performance for purposes of determining achievement under the Company’s 20222023 performance units.

2024 Peer Group

Following the NexTier merger, and in consideration of the Company’s larger size and increased complexity of operations, the Compensation Committee worked with CAP to establish the following 2024 peer group to benchmark executive pay levels for purposes of setting 2024 executive compensation.

Components of 20222023 Compensation

Base Salary

The table below outlines the base salaries for our NEOs. In 2023, In 2022, we held base salaries flat for the fourthfifth consecutive year, except for all of our NEOs.

(1) Mr. Holcomb'sHolcomb, whose base salary was raised to $500,000 effective January 1, 2023 in connection with his promotion to Chief Operating Officer.Officer.

Base salaries are reviewed annually by the Compensation Committee, which review takes into account, among other things, competitive pay practices, the results achieved by each executive, their future potential contributions, scope of responsibilities and experience, tenure, executive retention risk, cost of living increases, and the magnitude of recent increases, if any. In December 2023, the Compensation Committee reviewed the base salaries of our NEOs and approved changes to the base salaries of our NEOs, effective January 1, 2024, as set forth below. As noted above, this is the first time since 2018 that we have approved salary increases for our named executive officers, other than Mr. Holcomb. The Compensation Committee considered the impact of our NexTier merger and Ulterra acquisition and the significant increase in responsibilities and scope of each role. Salaries were set to competitive levels relative to our newly adopted peer group.

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Annual Incentive Compensation

In 2022,2023, the Compensation Committee adopted an annual cash bonus program that relied uponuses multiple, pre-established objectives for determining bonus compensation. The bonus plan set a target opportunity for each executive’s annual cash bonus as a percent of salary, with payout contingent upon meeting Patterson-UTI’s financial goals and other key performance indicators (KPIs). The Compensation Committee considered the average range of performance and payouts, and the Compensation Committee believed – based on advice from its compensation consultant – that Patterson-UTI’s performance range was consistent with typical, general industry practice.

The metrics for the 20222023 annual cash bonus program (which are generally consistent with those used in our 2022 annual cash incentive plan), along with the definition of each metric and the corresponding rationale for including the metric, are provided in the table below.

For Mr. Holcomb’sAs compared to the 2022 annual cash bonus opportunity,program, the Compensation Committee significantly increased the performance required to achieve a target payout under the financial metrics in light of anticipated improved market conditions and allocations were Contract Drillingto align with strategic goals to grow Operating Cash Flow (50%), Contract Drillingand Adjusted EBITDA (25%), Health, Safety and Environmental for the contract drilling business (10%) and Strategy for the contract drilling business, which included the deployment of new technologies and successful integration of any acquisition (15%). Mr. Holcomb’s metrics were specifically tailored to the contract drilling business in order to focus on the portion of our business on which he had the most impact during 2022 as President of Patterson-UTI Drilling Company LLC.EBITDA.

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The overall annual cash bonus plan for 20222023 required achievement of a threshold level of 80% of target performance on both the Operating Cash Flow and Adjusted EBITDA metrics before any payouts with respect to such metrics could be earned. Once the relevant threshold was met, the annual cash bonus opportunity attributable to the Operating Cash Flow and Adjusted EBITDA metrics was calculated based on actual performance, with a 50% payout for threshold

achievement, 100% payout for target achievement, and 200% maximum payout for maximum achievement. Linear interpolation would be used to calculate the payouts for performance between achievement levels.

For the Health, Safety and Environmental KPI and the Strategy KPI, the target annual cash bonus opportunity would be based on the Compensation Committee’s holistic assessment of the achievement of the elements of each KPI and any payout above target would be dependent on material outperformance. The achievement levels and actual performance of the Health, Safety and Environmental KPI and the Strategy KPI were determined based on an evaluation of the factors described in footnotes 2 and 3 of the “2022“2023 Annual Incentive Metrics and Percentage Payout Calculations” table below.

As noted above, we completed the Ulterra acquisition on August 14, 2023 and the NexTier merger on September 1, 2023. Without any adjustment, the incremental operating cash flow and Adjusted EBITDA contributions from NexTier and Ulterra during 2023 would have been considered in determining the level of metric achievement under the 2023 annual cash bonus plan; however, because the annual targets for the Operating Cash Flow and Adjusted EBITDA metrics under the program were set prior to the NexTier merger and Ulterra acquisition, the Compensation Committee adjusted the metric achievement calculations to reduce the impact of incremental Operating Cash Flow and Adjusted EBITDA from the contribution of these acquired businesses. This adjustment resulted in a lower payout than would have been paid had the full contribution from these businesses been used to calculate achievement.

The achievement levels under the annual cash bonus plan for our NEOs were calculated as follows:

Although the Committee felt there had been significant success in continuous safety improvement, it believed that achievement should be assessed at only the threshold level due to the occurrence of certain significant incidents during 2023.

As discussed above, for Mr. Holcomb’s 2022 bonus opportunity, the metrics and allocations were Contract Drilling Operating Cash Flow (50%), Contract Drilling Adjusted EBITDA (25%), Health, Safety and Environmental for the contract drilling business (10%) and Strategy for the contract drilling business (15%). The calculated payouts for Mr. Holcomb for these metrics were determined based on the achievement in 2022 of:

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As a result, Mr. Holcomb’s payout under his bonus program was based on the achievement in 2022 of 175% of target.

The payout percentage was applied to each executive’s bonus target as follows to determine the actual 20222023 cash bonus payment:payments:

Other Bonuses

As discussed in more detail in “Employment-Related Agreements and Other Matters” below, Mr. Holcomb also received a $250,000 retention payment in December 2023 pursuant to his letter agreement entered into in connection with the original bonusNexTier merger and his transition out of his role of Chief Operating Officer to Executive Vice President and Chief Business Officer.

During 2023, the Company announced that it would target for Mr. Holcomb’s 2022 annual cash incentive award, as set byat least $200 million in annualized synergies from the NexTier merger. In early 2024, the Compensation Committee approved cash bonus opportunities for Messrs. Smith, Wexler and Berns based on February 8, 2022,the achievement of integration milestone targets in connection with the NexTier merger. These integration milestone targets were designed to enhance alignment with our stockholders by incentivizing the achievement of these synergy targets. If the Company achieves total integration synergies of $125 million, Mr. Smith will receive $180,000, Mr. Wexler will receive $180,000, and Mr. Berns will receive $150,000. If the actual bonus calculationCompany achieves total integration synergies of $200 million, Mr. Smith will receive an additional $180,000, Mr. Wexler will receive an additional $180,000, and Mr. Berns will receive an additional $150,000. In March 2024, the Compensation Committee determined that the Company had Mr. Holcomb’s bonus target remained at its original level.so far achieved total integration synergies of over $125 million, resulting in payments to Messrs. Smith, Wexler and Berns as described above.

In lieu of any promotion-based cash award or equity grant at the time of his promotion to Chief Operating Officer,February 2024, the Compensation Committee increased the target bonusalso approved a promotion for Mr. Holcomb’s 2022 annualWexler to Executive Vice President, General Counsel and Secretary to reflect his level of experience and increased duties and responsibilities with the expanded company. In connection with this promotion, Mr. Wexler was paid a one-time cash incentive award to 100%bonus of his new $500,000 base salary. This resulted in Mr. Holcomb’s actual 2022 bonus being $875,000, rather than the $651,000 reflected in the table above. The incremental increase to Mr. Holcomb's 2022 bonus is reported as a "Bonus" in the Summary Compensation Table.$100,000.

Long-Term Incentive Compensation

We have historically delivered the majority of total NEO compensation in the form of equity-based awards.awards and continued to do so in 2023. This emphasis on equity-based compensation enhances alignment between our executives and our stockholders. We plan to retain this emphasis going forward, and we believe that by tying a large portion of compensation to equity we ensure that our NEOs can only fully realize the potential value of their compensation if our stockholders also benefit. As described below, all of the long-term incentive awards granted in 20222023 vest over a three-year period.

20222023 Long-Term Incentive Grants

The Compensation Committee establishedapproved the following long-term incentive target awards for our executivesNEOs in 2022.2023. In determining the 20222023 LTI grants, the Compensation Committee considered Patterson-UTI’s 20212022 financial results and comparative TSR performance over the one-, two- and three-year periods ended March 31, 2022.2023. The target value of the grants was determined with the assistance of the Compensation Committee's compensation consultant.

TheAlthough the Company experienced outstanding financial and relative TSR performance in 2022, in light of share price declines in early 2023, the Compensation Committee generally reduced the aggregate target value of long-term incentives for the Named Executive Officers remained relatively flat between 20212022 and 2022.2023. Mr. Holcomb’s 2023 target value was increased in connection with his January 1, 2023 promotion to Chief Operating Officer.