{"url_path":"/sec/nine/8-k/2026-05-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1532286/0001213900-26-057673-index.html","accession_number":"0001213900-26-057673","cik":"0001532286","ticker":"NINE","issuer_name":"Nine Energy Service, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1532286/0001213900-26-057673-index.html","primary_entity_key":"0001532286","primary_entity_name":"Nine Energy Service, Inc."},"word_count":1147,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements\nof Certain Officers.**\n\n** **\n\n**Adoption\nof 2026 Long-Term Incentive Plan**\n\n \n\nOn\nMay 11, 2026, the Board of Directors (the “Board”) of Nine Energy Service, Inc. (the “Company”) approved, based\non the recommendations of the Nominating, Governance and Compensation Committee (the “Committee”), the Nine Energy Service,\nInc. 2026 Long-Term Incentive Plan (the “2026 Plan”), as contemplated by the Amended Joint Prepackaged Plan of Reorganization\nof the Company and its debtor affiliates pursuant to Chapter 11 of the Bankruptcy Code (the “Chapter 11 Plan”). In accordance\nwith the Chapter 11 Plan, the 2026 Plan reserved for issuance an aggregate number of shares of the Company’s common stock, par\nvalue $0.01 per share (“Common Stock”), equal to 1,394,999 shares of Common Stock, representing 10% of the outstanding shares\nof Common Stock as of the effective date of the Chapter 11 Plan. The 2026 Plan is intended to, among other things, attract\nand retain employees and directors of, and consultants to, the Company and its subsidiaries. The 2026 Plan is administered by the Committee.\n\n \n\nAs\ndescribed in more detail below, the Committee has developed a long-term incentive program under the 2026 Plan as part of its holistic\nreview of existing compensation arrangements, with the goal of ensuring that the Company’s key employees are appropriately incentivized\nand retained as part of the Company’s transition out of Chapter 11 bankruptcy. The Committee developed the long-term incentive\nprogram alongside its independent compensation consultant, taking into account market best practices and the need to align employee compensation\nwith stockholder interests.\n\n \n\nThe\n2026 Plan generally provides for the following types of awards:\n\n \n\n●stock\noptions (including incentive options and nonqualified options);\n\n \n\n●stock\nappreciation rights;\n\n \n\n●restricted\nstock awards;\n\n   \n\n●restricted\nstock unit awards;\n\n \n\n●performance\nawards; and\n\n \n\n●other\nstock-based awards, including cash-settled awards.\n\n \n\nUnder\nthe 2026 Plan, the maximum number of shares of Common Stock issuable in respect of incentive stock options is 1,000,000. Under the 2026\nPlan, no non-employee member of the Board may be paid compensation (including awards under the 2026 Plan, determined based on the fair\nmarket value of such awards as of the grant date, as well as any retainer fees, but excluding any special committee fees or any initial\ngrants made shortly following the effective date of the Chapter 11 Plan) totaling more than $900,000 in respect of any single fiscal\nyear.\n\n \n\nIf\nany shares of Common Stock covered by any awards granted under the 2026 Plan are forfeited, cancelled, or exchanged or if an award terminates\nor expires without a distribution of shares of Common Stock to the participant, those shares will again be available for awards under\nthe 2026 Plan. If two awards are granted together in tandem, the shares of Common Stock underlying any portion of the tandem award which\nis not exercised or otherwise settled in shares of Common Stock will again be available for awards under the 2026 Plan. Any shares of\nCommon Stock covered by an award that is settled in cash will again be available for awards under the 2026 Plan. In addition, if (a)\nan 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\nexchange for shares of Common Stock based on fair market value, such shares will not count against the aggregate 2026 Plan limit. Any\nshares that (i) are tendered to or withheld by the Company to satisfy payment of applicable tax withholding requirements in connection\nwith the vesting or delivery of an award, or (ii) are withheld by the Company upon exercise of a stock option pursuant to a “net\nexercise” arrangement, will again be available for awards under the 2026 Plan.\n\n \n\n1\n\n \n\n \n\nAwards\ncan 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\nability to amend, alter, suspend, discontinue, or terminate the 2026 Plan or any portion thereof at any time.\n\n \n\nThe\nforegoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the full text\nof 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\nherein.\n\n \n\n**Approval\nof Long-Term Incentive Awards under the 2026 Plan and Other Compensation Matters**\n\n** **\n\nIn\nconnection with the approval of the 2026 Plan, the Board, based on the recommendations of the Committee, approved the framework of a\nlong-term incentive program under the 2026 Plan, including individual grants to certain executive officers of the Company. The long-term\nincentive program was developed based on the recommendations of the Committee’s independent compensation consultant and taking\ninto account the particular need to incentivize and retain key employees as part of the Company’s emergence from Chapter 11 bankruptcy.\nThe long-term incentive program for executive officers of the Company consists of (a) stock-settled time-based restricted stock units\n(“RSUs”), vesting over a period of three years subject to continued employment with the Company, and (b) performance-based\ncash awards (“Performance Awards”) eligible to vest based on relative total shareholder return (TSR) performance measured\nover three separately-measured annual performance periods and subject to continued employment through the full three-year performance\ncycle. The maximum cash value that can be earned in respect of the Performance Awards is equal to 200% of the participant’s target\naward. The RSUs and Performance Awards include customary termination protections in connection with certain involuntary terminations\nof employment, as well as “double trigger” vesting provisions in connection with a change in control.\n\n \n\nBased\non the recommendations of the Committee, the Board approved the following awards for Ms. Fox, the Company’s President, Chief Executive\nOfficer and Secretary, Mr. Crombie, the Company’s Executive Vice President and Chief Operating Officer, and Ms. Schmidt, the Company’s\nInterim Chief Financial Officer and Senior Vice President, Strategic Development & Investor Relations, with such grants to become\neffective on May 18, 2026:\n\n \n\nName/Title \n\n**Approved Grant Value of**\n\n**RSUs ($)***\n  \nApproved\nTarget\nValue of\nPerformance\nAwards ($) \n\nAnn G. Fox, President, Chief Executive Officer and Secretary \n$2,980,000  \n$2,980,000 \n\nDavid Crombie, Executive Vice President and Chief Operating Officer \n$1,225,000  \n$1,225,000 \n\nHeather Schmidt, Interim Chief Financial Officer and Senior Vice President, Strategic Development & Investor Relations \n$350,000  \n$350,000 \n\n \n\n*Number of RSUs granted was\ndetermined based on a stock price of $9.\n\n \n\nThe\nBoard also approved, based on the recommendations of the Committee, long-term incentive awards to other key management team members,\nincluding a mix of stock-settled RSUs, cash-settled RSUs and Performance Awards.\n\n** **\n\nOn\nMay 11, 2026, the Board also approved, based on recommendations of the Committee, a cash stipend of $15,000 per month for Ms. Schmidt,\nwhich will remain in effect in respect of each month during which she is serving as the Company’s Interim Chief Financial Officer."}