Form 8-K

8-K — Nine Energy Service, Inc.

Accession: 0001213900-26-057673

Filed: 2026-05-15

Period: 2026-05-11

CIK: 0001532286

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0291015-8k_nine.htm (Primary)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 11, 2026

NINE ENERGY SERVICE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38347

80-0759121

(State

or other jurisdiction

incorporation)

(Commission File

Number)

(IRS

Employer

Identification

No.)

2001

Kirby Drive, Suite

200

Houston,

Texas

77019

(Address of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code: (281) 730-5100

Not

Applicable

(Former name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

NINE

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

Adoption

of 2026 Long-Term Incentive Plan

May 11, 2026, the Board of Directors (the “Board”) of Nine Energy Service, Inc. (the “Company”) approved, based

on the recommendations of the Nominating, Governance and Compensation Committee (the “Committee”), the Nine Energy Service,

Inc. 2026 Long-Term Incentive Plan (the “2026 Plan”), as contemplated by the Amended Joint Prepackaged Plan of Reorganization

of the Company and its debtor affiliates pursuant to Chapter 11 of the Bankruptcy Code (the “Chapter 11 Plan”). In accordance

with the Chapter 11 Plan, the 2026 Plan reserved for issuance an aggregate number of shares of the Company’s common stock, par

value $0.01 per share (“Common Stock”), equal to 1,394,999 shares of Common Stock, representing 10% of the outstanding shares

of Common Stock as of the effective date of the Chapter 11 Plan. The 2026 Plan is intended to, among other things, attract

and retain employees and directors of, and consultants to, the Company and its subsidiaries. The 2026 Plan is administered by the Committee.

described in more detail below, the Committee has developed a long-term incentive program under the 2026 Plan as part of its holistic

review of existing compensation arrangements, with the goal of ensuring that the Company’s key employees are appropriately incentivized

and retained as part of the Company’s transition out of Chapter 11 bankruptcy. The Committee developed the long-term incentive

program alongside its independent compensation consultant, taking into account market best practices and the need to align employee compensation

with stockholder interests.

The

2026 Plan generally provides for the following types of awards:

● stock

options (including incentive options and nonqualified options);

● stock

appreciation rights;

● restricted

stock awards;

● restricted

stock unit awards;

● performance

awards; and

● other

stock-based awards, including cash-settled awards.

Under

the 2026 Plan, the maximum number of shares of Common Stock issuable in respect of incentive stock options is 1,000,000. Under the 2026

Plan, no non-employee member of the Board may be paid compensation (including awards under the 2026 Plan, determined based on the fair

market value of such awards as of the grant date, as well as any retainer fees, but excluding any special committee fees or any initial

grants made shortly following the effective date of the Chapter 11 Plan) totaling more than $900,000 in respect of any single fiscal

year.

any shares of Common Stock covered by any awards granted under the 2026 Plan are forfeited, cancelled, or exchanged or if an award terminates

or expires without a distribution of shares of Common Stock to the participant, those shares will again be available for awards under

the 2026 Plan. If two awards are granted together in tandem, the shares of Common Stock underlying any portion of the tandem award which

is not exercised or otherwise settled in shares of Common Stock will again be available for awards under the 2026 Plan. Any shares of

Common Stock covered by an award that is settled in cash will again be available for awards under the 2026 Plan. In addition, if (a)

an award, by its terms, can only be settled in cash or (b) a participant elects to give up the right to receive cash compensation in

exchange for shares of Common Stock based on fair market value, such shares will not count against the aggregate 2026 Plan limit. Any

shares that (i) are tendered to or withheld by the Company to satisfy payment of applicable tax withholding requirements in connection

with the vesting or delivery of an award, or (ii) are withheld by the Company upon exercise of a stock option pursuant to a “net

exercise” arrangement, will again be available for awards under the 2026 Plan.

Awards

can be made under the 2026 Plan for a period of ten years from the date on which the Board approved the 2026 Plan, subject to the Board’s

ability to amend, alter, suspend, discontinue, or terminate the 2026 Plan or any portion thereof at any time.

The

foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the full text

of the 2026 Plan, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference

herein.

Approval

of Long-Term Incentive Awards under the 2026 Plan and Other Compensation Matters

connection with the approval of the 2026 Plan, the Board, based on the recommendations of the Committee, approved the framework of a

long-term incentive program under the 2026 Plan, including individual grants to certain executive officers of the Company. The long-term

incentive program was developed based on the recommendations of the Committee’s independent compensation consultant and taking

into account the particular need to incentivize and retain key employees as part of the Company’s emergence from Chapter 11 bankruptcy.

The long-term incentive program for executive officers of the Company consists of (a) stock-settled time-based restricted stock units

(“RSUs”), vesting over a period of three years subject to continued employment with the Company, and (b) performance-based

cash awards (“Performance Awards”) eligible to vest based on relative total shareholder return (TSR) performance measured

over three separately-measured annual performance periods and subject to continued employment through the full three-year performance

cycle. The maximum cash value that can be earned in respect of the Performance Awards is equal to 200% of the participant’s target

award. The RSUs and Performance Awards include customary termination protections in connection with certain involuntary terminations

of employment, as well as “double trigger” vesting provisions in connection with a change in control.

Based

on the recommendations of the Committee, the Board approved the following awards for Ms. Fox, the Company’s President, Chief Executive

Officer and Secretary, Mr. Crombie, the Company’s Executive Vice President and Chief Operating Officer, and Ms. Schmidt, the Company’s

Interim Chief Financial Officer and Senior Vice President, Strategic Development & Investor Relations, with such grants to become

effective on May 18, 2026:

Name/Title

Approved

Grant

Value of

RSUs ($)*

Approved

Target

Value of

Performance

Awards ($)

Ann G. Fox, President, Chief Executive Officer and Secretary

$ 2,980,000

David Crombie, Executive Vice President and Chief Operating Officer

$ 1,225,000

Heather Schmidt, Interim Chief Financial Officer and Senior Vice President, Strategic Development & Investor Relations

$ 350,000

* Number of RSUs granted was

determined based on a stock price of $9.

The

Board also approved, based on the recommendations of the Committee, long-term incentive awards to other key management team members,

including a mix of stock-settled RSUs, cash-settled RSUs and Performance Awards.

May 11, 2026, the Board also approved, based on recommendations of the Committee, a cash stipend of $15,000 per month for Ms. Schmidt,

which will remain in effect in respect of each month during which she is serving as the Company’s Interim Chief Financial Officer.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.

Description

10.1

Nine Energy Service, Inc. 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 of Nine Energy Service, Inc.’s Registration Statement on Form S-8 filed on May 11, 2026).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

May 15, 2026

NINE

ENERGY SERVICE, INC.

By:

/s/

Heather Schmidt

Heather

Schmidt

Interim

Chief Financial Officer and

Senior Vice President, Strategic

Development & Investor Relations

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Entity File Number

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Entity Registrant Name

NINE ENERGY SERVICE, INC.

Entity Central Index Key

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

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Kirby Drive

Entity Address, Address Line Two

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City Area Code

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