NEX / NexTier Oilfield Solutions Inc - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

NexTier Oilfield Solutions Inc
US ˙ NYSE ˙ US65290C1053
SIMBOL INI TIDAK AKTIF LAGI

Statistik Asas
LEI 529900L27H2D4QT0IT24
CIK 1688476
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NexTier Oilfield Solutions Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
September 12, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 001-37988 (Commission File Number) NEXTIER OILFIELD SOLUTIONS LLC (Exact name of registrant as spec

September 1, 2023 8-K

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): September 1, 2023 NexTier Oilfiel

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): September 1, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (

September 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-215734 Registration No. 333-232342 Registration No. 333-232662 Registration No. 333-234451 Registration No. 333-257143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-215734 POST-EFFECTIVE AMENDMENT NO. 1 T

September 1, 2023 EX-3.1

CERTIFICATE OF FORMATION OF PECOS SECOND MERGER SUB LLC

CERTIFICATE OF FORMATION OF PECOS SECOND MERGER SUB LLC This Certificate of Formation of Pecos Second Merger Sub LLC, dated as of June 12, 2023, is being duly executed and filed by Donna McClurkin-Fletcher, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del C.

September 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-215734 Registration No. 333-232342 Registration No. 333-232662 Registration No. 333-234451 Registration No. 333-257143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-215734 POST-EFFECTIVE AMENDMENT NO. 1 T

September 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-215734 Registration No. 333-232342 Registration No. 333-232662 Registration No. 333-234451 Registration No. 333-257143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-215734 POST-EFFECTIVE AMENDMENT NO. 1 T

September 1, 2023 POSASR

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-256092 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-256092 UNDER THE SECURITIES ACT OF 1933 NEXTIER OILFIELD SOLUTIONS LLC (as successor in interest to NexTier Oilfield Solutions Inc.) (Exact name of reg

September 1, 2023 EX-3.4

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXTIER OILFIELD SOLUTIONS LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXTIER OILFIELD SOLUTIONS LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of NexTier Oilfield Solutions LLC f/k/a Pecos Second Merger Sub LLC, a Delaware limited liability company (the “Company”), is entered into and adopted by Patterson-UTI Energy, Inc.

September 1, 2023 EX-3.3

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF FORMATION PECOS SECOND MERGER SUB LLC

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF FORMATION OF PECOS SECOND MERGER SUB LLC The undersigned, being duly authorized to execute and file this Certificate of Amendment of Certificate of Formation for the purpose of amending the Certificate of Formation pursuant to Section 18-202 of the Limited Liability Company Act of the State of Delaware, does hereby certify as follows: FIRST.

September 1, 2023 POS AM

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-222831 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT NO. 333-222831 UNDER THE SECURITIES ACT OF 1933 NEXTIER OILFIELD SOLUTIONS LLC (as successor in interest to NexTier Oilfield Solutions Inc.) (Exact name of reg

September 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-215734 Registration No. 333-232342 Registration No. 333-232662 Registration No. 333-234451 Registration No. 333-257143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-215734 POST-EFFECTIVE AMENDMENT NO. 1 T

September 1, 2023 EX-3.2

LIMITED LIABILITY COMPANY AGREEMENT OF PECOS SECOND MERGER SUB LLC

LIMITED LIABILITY COMPANY AGREEMENT OF PECOS SECOND MERGER SUB LLC This Limited Liability Company Agreement (this “Agreement”) of Pecos Second Merger Sub LLC (the “Company”) is entered into by Patterson-UTI Energy, Inc.

September 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration No. 333-215734 Registration No. 333-232342 Registration No. 333-232662 Registration No. 333-234451 Registration No. 333-257143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-215734 POST-EFFECTIVE AMENDMENT NO. 1 T

September 1, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 12, 2023, pursuant to the provisions of Rule 12d2-2 (a).

August 30, 2023 8-K

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): August 30, 2023 NexTier Oilfield

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): August 30, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Co

August 30, 2023 425

Shareholders of Patterson-UTI Energy and NexTier Oilfield Solutions Approve Merger of Equals

425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following joint press release was issued by Patterson-UTI and NexTier on August 30, 2023: Shareholders of Patterson-UTI Energy and NexTier Oilfield Solutions Approve Merger of Equals HOUSTON, August 30, 2023— Patterson-UTI En

August 30, 2023 EX-99.1

Shareholders of Patterson-UTI Energy and NexTier Oilfield Solutions Approve Merger of Equals

Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following joint press release was issued by Patterson-UTI and NexTier on August 30, 2023: Shareholders of Patterson-UTI Energy and NexTier Oilfield Solutions Approve Merger of Equals HOUSTON, August 30, 2023- Patterson-UTI Energy

August 18, 2023 425

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): August 18, 2023 NexTier Oilfield

425 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): August 18, 2023 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction of incorporation)

August 18, 2023 8-K

Other Events

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): August 18, 2023 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction of incorporation) (Co

August 8, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following email was sent to all NexTier employees on August 8, 2023: NexTier Team, We continue to make progress on our exciting transac

August 8, 2023 425

Filed by

Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following email was sent to all Patterson-UTI employees on August 8, 2023: The integration teams have had a busy week of activities working through the elements of our integration with NexTier, and we would like to share the belo

July 31, 2023 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 28, 2023 EX-2.1

First Amendment to Agreement and Plan of Merger, dated July 27, 2023, by and between Patterson-UTI and NexTier.

Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 27, 2023, is made and entered into by and between Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are referre

July 28, 2023 EX-99.1

Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger

Exhibit 99.1 Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger HOUSTON, July 28, 2023 / — Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”) and NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the

July 28, 2023 EX-99.1

Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger

Exhibit 99.1 Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger HOUSTON, July 28, 2023 / — Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”) and NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the

July 28, 2023 425

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): July 27, 2023 NexTier Oilfield So

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): July 27, 2023 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction of incorporation) (Comm

July 28, 2023 425

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): July 27, 2023 Patterson-UTI Energ

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): July 27, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission

July 28, 2023 EX-99.1

Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger

Exhibit 99.1 Patterson-UTI and NexTier Oilfield Solutions Announce Expiration of Hart-Scott Rodino Waiting Period for Pending Merger HOUSTON, July 28, 2023 / — Patterson-UTI Energy, Inc. (NASDAQ: PTEN) (“Patterson-UTI”) and NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the

July 28, 2023 EX-2.1

First Amendment to Agreement and Plan of Merger, dated as of July 27, 2023, by and between Patterson-UTI Energy, Inc. and NexTier Oilfield Solutions, Inc.

Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 27, 2023, is made and entered into by and between Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are referre

July 28, 2023 EX-2.1

First Amendment to Agreement and Plan of Merger, dated as of July 27, 2023, by and between Patterson-UTI Energy, Inc. and NexTier Oilfield Solutions, Inc.

Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 27, 2023, is made and entered into by and between Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), and NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”). Each of Parent and the Company are referre

July 28, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): July 27, 2023 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction of incorporation) (Comm

July 27, 2023 425

Filed by

425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following email was sent to all Patterson-UTI employees on July 27, 2023: It has been a little more than a month since we announced the pendin

July 27, 2023 425

Filed by

425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following are excerpts from the transcript of Patterson-UTI’s conference call on July 27, 2023 regarding Patterson-UTI’s second quarter 2023 e

July 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oil

July 26, 2023 425

2

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following email was sent to all NexTier employees on July 26, 2023: Disciplined growth leads to long-term success. As NexTier moves for

July 26, 2023 425

2

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following are excerpts from the transcript of NexTier’s conference call on July 26, 2023 regarding NexTier’s second quarter 2023 earnin

July 25, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 25, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Comm

July 25, 2023 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces Second Quarter 2023 Financial and Operational Results HOUSTON, Texas (July 25, 2023) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported second quarter 2023 financial and operational results. Shareholder return program •Repurchased 2.3 million shares for $17.9 million in the second quarter of 2023 •Through Q2, repurchased a total

July 25, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following is a transcript of a video that was distributed to NexTier employees on July 25, 2023: Robert Drummond: Hello everyone, thank

July 25, 2023 425

Filed by

Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following is a transcript of a video which was distributed to employees of NexTier Oilfield Solutions Inc. on July 25, 2023: Robert Drummond: Hell

July 17, 2023 425

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): July 17, 2023 Patterson-UTI Energ

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): July 17, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commission

July 17, 2023 EX-99.2

BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheet as of March 31, 2023 (Unaudited) 3 Condensed Consolidated Statem

EX-99.2 Exhibit 99.2 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies, L.P.) Condensed Consolidated Financial Statements As of March 31, 2023 and for the Three Months Ended March 31, 2023 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Contents Condensed Consolidated Financial Statements Cond

July 17, 2023 EX-99.1

BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Independent Auditor’s Report 3 Consolidated Financial Statements Consolidated Balance Sheet as of December 31, 2022 5 Consolidated Statement of O

EX-99.1 Exhibit 99.1 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies, L.P.) Consolidated Financial Statements As of and for the year ended December 31, 2022 BEP Diamond Topco L.P. (Parent Company of Ulterra Holdings, Inc. and Ulterra Drilling Technologies L.P.) Contents Independent Auditor’s Report 3 Consolidated Financial Statements Consolidated

July 6, 2023 425

Filed by

425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following is a transcript of a conference call which occurred on July 5, 2023: Operator Good morning. My name is Rob, and I’ll be your confere

July 5, 2023 EX-99.2

As you may have seen in

EX-99.2 Exhibit 99.2 As you may have seen in Patterson-UTI’s press release today, we announced that we have entered into a definitive agreement to acquire Ulterra Drilling Technologies, L.P. (“Ulterra”), a global provider of specialized drill bit solutions. The addition of Ulterra to our drilling offering and our recent announcement to merge with NexTier Oilfield Solutions advances our strategy to

July 5, 2023 EX-99.3

Cautionary Statement Regarding Forward Looking Statements This material and any oral statements made in connection with this material include forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act

EX-99.3 Exhibit 99.3 Patterson-UTI Energy, Inc. Acquisition of Ulterra Drilling Technologies, L.P. July 5, 2023 Cautionary Statement Regarding Forward Looking Statements This material and any oral statements made in connection with this material include forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made which provide

July 5, 2023 425

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): July 3, 2023 Patterson-UTI Energy

425 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): July 3, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commiss

July 5, 2023 EX-2.1

AGREEMENT AND PLAN OF MERGER BY AND AMONG PATTERSON-UTI ENERGY, INC., PJ MERGER SUB INC., PJ SECOND MERGER SUB LLC, BEP DIAMOND HOLDINGS CORP. BEP DIAMOND TOPCO L.P. as the Stockholder DATED AS OF July 3, 2023

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG PATTERSON-UTI ENERGY, INC., PJ MERGER SUB INC., PJ SECOND MERGER SUB LLC, BEP DIAMOND HOLDINGS CORP. and BEP DIAMOND TOPCO L.P. as the Stockholder DATED AS OF July 3, 2023 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretive Provisions 21 ARTICLE 2 THE MERGERS 22 Section 2.1 Mergers 23

July 5, 2023 EX-99.1

Patterson-UTI Energy Announces Agreement to Acquire Global Drill Bit Company, Ulterra Ulterra is a Leading Provider of Highly Engineered Polycrystalline Diamond Compact (“PDC”) Drill Bits in North America with a Growing International Presence Conside

EX-99.1 Exhibit 99.1 Contact: Mike Drickamer Patterson-UTI Vice President, Investor Relations (281) 765-7170 Patterson-UTI Energy Announces Agreement to Acquire Global Drill Bit Company, Ulterra Ulterra is a Leading Provider of Highly Engineered Polycrystalline Diamond Compact (“PDC”) Drill Bits in North America with a Growing International Presence Consideration Comprised of $370 Million of Cash

June 30, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 NEX Integration Update Employee Email To: All NexTier Employees / NexTier Corporate Employees From: Robert Drummond Subject: Update on NexT

June 30, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 On June 30, 2023, a video with the following transcript was sent to NexTier field employees: NexTier Field Employee Video Transcript Hello,

June 23, 2023 425

Filed by

425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following is a transcript of an event which occurred on June 22, 2023: REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ©2023 Refinitiv

June 23, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 REFINITIV STREETEVENTS EDITED TRANSCRIPT PTEN.OQ - Patterson-UTI Energy Inc at JPMorgan Energy, Power, & Renewables Conference EVENT DATE/T

June 23, 2023 SC 13D

NEX / NexTier Oilfield Solutions Inc / PATTERSON UTI ENERGY INC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. N/A)* NexTier Oilfield Solutions Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 65290C105 (CUSIP Number) Seth D. Wexler Senior Vice President, General Counsel and Secretary Patterson-UTI Energy, Inc. 10713 W. Sam Ho

June 20, 2023 425

Filed by Patterson-UTI Energy, Inc. pursuant to

425 Filed by Patterson-UTI Energy, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 1-37988 The following article was published by Hart Energy on June 16, 2023: MERGERS Exclusive Q&A: Patterson-UTI, NexTier CEOs Talk Merger, Shale Dominan

June 20, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following article was published by Hart Energy on June 16, 2023: MERGERS Exclusive Q&A: Patterson-UTI, NexTier CEOs Talk Merger, Shale

June 16, 2023 EX-99.4

Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222

EX-99.4 Exhibit 99.4 Patterson-UTI Energy & NexTier Oilfield Solutions Merger of Equals Town Hall June 15, 2023 Agenda Welcome 1 Why NexTier? 2 Patterson-UTI & NexTier Combination 3 Next Steps 4 222 Energy Services Landscape Remains Highly Fragmented Despite outperforming in 2022, a significant number of public Energy Service companies do not have the necessary breadth to attract investor attentio

June 16, 2023 425

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): June 15, 2023 Patterson-UTI Energ

425 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): June 15, 2023 Patterson-UTI Energy, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-39270 75-2504748 (State or Other Jurisdiction of Incorporation ) (Commis

June 16, 2023 EX-99.1

2

EX-99.1 Exhibit 99.1 REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ©2023 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv content, including by framing or similar means, is prohibited without the prior written consent of Refinitiv. ‘Refinitiv’ and the Refinitiv logo are registered trademarks of Refinitiv and its affiliated companies. CORPORATE PARTICIPANTS C.

June 16, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 REFINITIV STREETEVENTS EDITED TRANSCRIPT PTEN.OQ - Nextier Oilfield Solutions Inc and Patterson-UTI Energy M&A Call EVENT DATE/TIME: JUNE 1

June 16, 2023 EX-99.2

Today we announced that Patterson-UTI will merge with NexTier Oilfield Solutions. This creates an industry leading drilling and completions services provider that will have leadership positions in contract drilling, pressure pumping and directional d

EX-99.2 Exhibit 99.2 LinkedIn Today we announced that Patterson-UTI will merge with NexTier Oilfield Solutions. This creates an industry leading drilling and completions services provider that will have leadership positions in contract drilling, pressure pumping and directional drilling. We’re excited to deliver superior value to customers, employees, communities and shareholders. We invite you to

June 16, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 This infographic was published on the Investor Relations page on NexTier’s website: Patterson-UTI Energy and NexTier Oilfield Solutions to Comb

June 16, 2023 EX-99.3

Energy and NexTier Oilfield Solutions to Combine in Merger of Equals Industry Leading Drilling and Completions Services Provider Creating

EX-99.3 Exhibit 99.3 Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals Industry Leading Drilling and Completions Services Provider Creating best-in-class operational and Leveraging NexTier’s integrated model to drive technology portfolio with comprehensive efficiencies and improve returns suite of solutions at scale and data analytics to maximize well performance L

June 16, 2023 EX-99.5

Town Hall June 15, 2023

EX-99.5 Exhibit 99.5 Town Hall June 15, 2023 Corporate Speakers: • Andy Hendricks; Patterson-UTI Energy; President and Chief Executive Officer PRESENTATION Operator: Please stand by. Your program is about to begin. Good day everyone. And welcome to the Patterson-UTI Employee Town Hall to discuss the merger of equals with NextTier Oilfield Solutions. All lines have been placed on mute to prevent an

June 15, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 1 d491161d425.htm 425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following list was published to employees on June 15, 2023: Employee FAQ 1. What was announced? • We announced th

June 15, 2023 EX-2.1

Agreement and Plan of Merger, dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc., Pecos Merger Sub Inc., Pecos Second Merger Sub LLC and NexTier Oilfield Solutions, Inc.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among PATTERSON-UTI ENERGY, INC., PECOS MERGER SUB INC., PECOS SECOND MERGER SUB LLC and NEXTIER OILFIELD SOLUTIONS INC. Dated as of June 14, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 1.1 The Mergers 2 1.2 Closing 3 1.3 Effects of the Mergers 3 ARTICLE II MERGER CONSIDERATION; EFFECT OF THE MERGER ON CAPITAL STOCK 3 2.1 Me

June 15, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 1 d515099d425.htm 425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 To: All NexTier Employees From: Robert Drummond Subject: NexTier to Combine with Patterson-UTI, Creating an Industry

June 15, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following email was sent to suppliers on June 15, 2023: Subject: NexTier to Combine with Patterson-UTI, Creating an Industry Leader in Nort

June 15, 2023 EX-99.1

Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals, Creating Industry Leading Drilling and Completions Services Provider Comprehensive U.S. Oilfield Services Franchise to Enhance Drilling and Completions Value Creation

EX-99.1 Exhibit 99.1 Contact: Mike Drickamer Michael Sabella Patterson-UTI Vice President, Investor Relations NexTier Vice President, Investor Relations and Business Development (281) 765-7170 (346) 242-0519 Media for transaction: Joele Frank, Wilkinson Brimmer Katcher [email protected] 212-355-4449 Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals, Crea

June 15, 2023 425

1

425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following was posted on LinkedIn on June 15, 2023: Forward-Looking Statements This communication, including the exhibits hereto, contai

June 15, 2023 EX-2.1

Agreement and Plan of Merger, dated as of June 14, 2023, by and among Patterson-UTI Energy, Inc., Pecos Merger Sub Inc., Pecos Second Merger Sub LLC and NexTier Oilfield Solutions, Inc.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among PATTERSON-UTI ENERGY, INC., PECOS MERGER SUB INC., PECOS SECOND MERGER SUB LLC and NEXTIER OILFIELD SOLUTIONS INC. Dated as of June 14, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 1.1 The Mergers 2 1.2 Closing 3 1.3 Effects of the Mergers 3 ARTICLE II MERGER CONSIDERATION; EFFECT OF THE MERGER ON CAPITAL STOCK 3 2.1 Me

June 15, 2023 8-K

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): June 14, 2023 NexTier Oilfield So

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): June 14, 2023 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction of incorporation) (Comm

June 15, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following infographic was given to field managers to distribute to their employee base on June 15, 2023: Creating a Premier North American

June 15, 2023 EX-99.1

Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals, Creating Industry Leading Drilling and Completions Services Provider Comprehensive U.S. Oilfield Services Franchise to Enhance Drilling and Completions Value Creation

EX-99.1 Exhibit 99.1 Contact: Mike Drickamer Michael Sabella Patterson-UTI Vice President, Investor Relations NexTier Vice President, Investor Relations and Business Development (281) 765-7170 (346) 242-0519 Media for transaction: Joele Frank, Wilkinson Brimmer Katcher [email protected] 212-355-4449 Patterson-UTI Energy and NexTier Oilfield Solutions to Combine in Merger of Equals, Crea

June 15, 2023 425

Filed by NexTier Oilfield Solutions Inc. pursuant to

425 1 d479004d425.htm 425 Filed by NexTier Oilfield Solutions Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NexTier Oilfield Solutions Inc. Commission File No. 001-37988 The following email was sent to customers on June 15, 2023: Subject: NexTier to Combine with Patterson-UTI, Creating

June 15, 2023 425

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): June 14, 2023 NexTier Oilfield So

425 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): June 14, 2023 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction of incorporation) (

June 15, 2023 EX-99.2

A Compelling Combination Establishes a premier drilling and completions provider in U.S. land positioned among the leaders in contract drilling, pressure pumping, and directional drilling Attractive investment opportunity with greater size and scale

EX-99.2 Patterson-UTI Energy & NexTier Oilfield Solutions Creating a New Industry Leading Drilling and Completions Services Provider June 2023 Exhibit 99.2 Cautionary Statement Regarding Forward-Looking Statements This presentation contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to

June 15, 2023 EX-99.2

A Compelling Combination Establishes a premier drilling and completions provider in U.S. land positioned among the leaders in contract drilling, pressure pumping, and directional drilling Attractive investment opportunity with greater size and scale

EX-99.2 Patterson-UTI Energy & NexTier Oilfield Solutions Creating a New Industry Leading Drilling and Completions Services Provider June 2023 Exhibit 99.2 Cautionary Statement Regarding Forward-Looking Statements This presentation contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to

June 14, 2023 8-K

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): June 8, 2023 NexTier Oilfield Sol

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): June 8, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Commi

June 14, 2023 EX-10.2

[SIGNATURE PAGES FOLLOW]

AMENDMENT NO. 1, dated as of June 8, 2023 (this “Amendment”), to the Term Loan Agreement, dated as of May 25, 2018 (as amended, restated, supplemented or otherwise modified to date, the “Credit Agreement”; and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among NexTier Oilfield Solutions Inc. (f/k/a/ Keane Group, Inc.), a Delaware corporation, Keane Group Hold

June 14, 2023 EX-10.1

[SIGNATURE PAGES FOLLOW]

AMENDMENT NO. 1, dated as of June 8, 2023 (this “Amendment”), to the Second Amended and Restated Asset-Based Revolving Credit Agreement, dated as of October 31, 2019 (the “Credit Agreement”; and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among NexTier Oilfield Solutions Inc. (f/k/a/ Keane Group, Inc.), a Delaware corporation (the “Parent”), Keane Group Hold

June 14, 2023 EX-10.3

NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan

EX-10.3 4 a103nextier-equityandincen.htm EX-10.3 NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan The purpose of the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of the Company by linking the personal interests of the members of the Board, Employees, and Consultants to those of the Company’s stockholders

June 1, 2023 DEFA14A

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. )

DEFA14A 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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

May 31, 2023 EX-1.01

NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2022 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

Exhibit 1.01 NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2022 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (“Report”) of NexTier Oilfield Solutions Inc. (including its subsidiaries, the “Company,” or “NexTier”) for the calendar year ended December 31, 2022, which has been prepared and is he

May 31, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 (State or other jurisdiction (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 (State or other jurisdiction (Commission File Number) of incorporation) 3990 Rogerdale Rd. Houston, Texas 77042 (Address of principal executive offices) (Zip Code) Kevin McDonald Execu

May 16, 2023 EX-99.1

JOINT FILING AGREEMENT

THRC Holdings, LP SC 13D/A Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the unde

May 16, 2023 EX-99.3

POWER OF ATTORNEY

THRC Holdings, LP SC 13D/A Exhibit 99.3 POWER OF ATTORNEY THRC Management, LLC (“THRC”), incorporated and existing under the laws of Texas, with filing number 801392573, having its registered address at 16858 IH 20, Cisco, Texas 76437, represented by Dan Wilks, Manager, hereby authorizes Javier Rocha to represent THRC to execute and file on THRC’s behalf all SEC forms (including any amendments the

May 16, 2023 EX-99.2

POWER OF ATTORNEY

THRC Holdings, LP SC 13D/A Exhibit 99.2 POWER OF ATTORNEY I, Dan Wilks, hereby confirm that I have authorized and designated Javier Rocha to execute and file on my behalf all SEC forms (including any amendments thereto) that I may be required to file with the United States Securities and Exchange Commission and to perform any other actions in connection with the above, as a result of my position w

May 16, 2023 SC 13D/A

NEX / NexTier Oilfield Solutions Inc / THRC Holdings, LP - AMENDMENT TO FORM SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

May 10, 2023 SC 13G/A

NEX / NexTier Oilfield Solutions Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: NexTier Oilfield Solutions Inc. Title of Class of Securities: Common Stock CUSIP Number: 65290C105 Date of Event Which Requires Filing of this Statement: April 28, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

April 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oi

April 25, 2023 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces First Quarter 2023 Financial and Operational Results HOUSTON, Texas (April 25, 2023) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported first quarter 2023 financial and operational results. Shareholder return program •Repurchased 5.9 million shares for $53.4 million in the first quarter of 2023 •Through Q1, repurchased a total o

April 25, 2023 8-K

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): April 25, 2023 NexTier Oilfield S

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): April 25, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Com

April 24, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): April 18, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Com

April 24, 2023 EX-3.1

mended and Restated Bylaws, dated April 18, 2023

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NEXTIER OILFIELD SOLUTIONS INC. ARTICLE I DEFINITIONS As used in these Bylaws of the Corporation, the terms set forth below shall have the meanings indicated, as follows: “Keane Control Group” shall mean Keane Investor Holdings LLC and its respective Affiliates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or any person who

February 16, 2023 EX-10.35

Form of NexTier Oilfield Solutions Inc. PSU Award Agreement 2023 (filed February 16, 2023 as Exhibit 10.35 to NexTier Oilfield Solutions Inc.’s Annual Report on Form 10-K and incorporated herein by reference).*

EX-10.35 4 restrictedstockunitperform.htm EX-10.35 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT PERFORMANCE AWARD AGREEMENT This Restricted Stock Unit Performance Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Grant Date”), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”), and [●] (the “Part

February 16, 2023 EX-21.1

SCHEDULE OF SUBSIDIARIES

Exhibit 21.1 SCHEDULE OF SUBSIDIARIES The following is a list of the Company’s subsidiaries and includes all subsidiaries deemed significant. The jurisdiction of each company is listed in parentheses. Keane Group Holdings, LLC (DE) KGH Intermediate Holdco I, LLC (DE) KGH Intermediate Holdco II, LLC (DE) NexTier Holding Co. (DE) NexTier Completion Solutions Inc. (DE) NexTier International LLC (DE)

February 16, 2023 EX-10.36

NEXTIER OILFIELD SOLUTIONS INC. Continuing Award Program for Qualified Retirees Amended and Restated as of February 9, 2023

NEXTIER OILFIELD SOLUTIONS INC. Continuing Award Program for Qualified Retirees Amended and Restated as of February 9, 2023 1.OBJECTIVE This NexTier Oilfield Solutions Inc. (the “Corporation”) Continuing Award Program for Qualified Retirees (this “Program”) has been established by the Corporation’s Compensation Committee (the “Committee”) to provide a smooth path into retirement for the Corporatio

February 16, 2023 EX-3.3

BYLAWS OF NEXTIER OILFIELD SOLUTIONS INC. ARTICLE I

BYLAWS OF NEXTIER OILFIELD SOLUTIONS INC. ARTICLE I DEFINITIONS As used in these Bylaws of the Corporation, the terms set forth below shall have the meanings indicated, as follows: "35% Trigger Date" shall mean the date upon which the Keane Control Group ceases to own, in the aggregate, at least 35% of the then-outstanding shares of Common Stock. "50% Trigger Date" shall mean the date upon which t

February 16, 2023 EX-10.34

Form of NexTier Oilfield Solutions Inc. RSU Award Agreement 2023 (filed February 16, 2023 as Exhibit 10.34 to NexTier Oilfield Solutions Inc.’s Annual Report on Form 10-K and incorporated herein by reference).*

NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Grant Date”), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”). Capitalized terms not otherwise defined herein or in Appendix A

February 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oilfield Solutions Inc.

February 15, 2023 EX-99.2

vo o d o o 1 NexTier Oilfield Solutions NYSE: NEX Investor Update February 2023 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connect

vo o d o o 1 NexTier Oilfield Solutions NYSE: NEX Investor Update February 2023 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including guidance for 2023 and beyond, outlook information (including with respect to the industry in which NexTier condu

February 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 15, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (

February 15, 2023 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces Fourth Quarter and Full Year 2022 Financial and Operational Results HOUSTON, Texas (February 15, 2023) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported fourth quarter and full year 2022 financial and operational results. Shareholder return program •Repurchased 11.5 million shares for $113.0 million in the fourth quarter of 202

February 14, 2023 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 10, 2023 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (

February 14, 2023 EX-99.1

NexTier Announces New Director

NexTier Announces New Director HOUSTON, Texas (February 14, 2023) – NexTier Oilfield Solutions Inc.

February 14, 2023 SC 13G/A

NEX / Nextier Oilfield Solutions Inc / Keane Investor Holdings Llc Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NEXTIER OILFIELD SOLUTIONS INC. (Name of Issuer) COMMON sHARES, $0.01 par value (Title of Class of Securities) 65290C105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

February 9, 2023 SC 13G/A

NEX / Nextier Oilfield Solutions Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01520-nextieroilfieldsolut.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: NexTier Oilfield Solutions Inc. Title of Class of Securities: Common Stock CUSIP Number: 65290C105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriat

October 31, 2022 8-K

Financial Statements and Exhibits, Other Events

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): October 31, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (C

October 31, 2022 424B7

NexTier Oilfield Solutions Inc. 500,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-256092 PROSPECTUS SUPPLEMENT (to Prospectus dated May 13, 2021) NexTier Oilfield Solutions Inc. 500,000 Shares Common Stock The selling stockholder of NexTier Oilfield Solutions Inc. (?NexTier,? ?we,? ?us? or the ?Company?) listed under the heading ?Selling Stockholder? may offer and resell up to 500,000 shares of NexTier comm

October 31, 2022 EX-FILING FEES

Calculation of Filing Fee Table (Form Type) NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(7) (Form Type) NexTier Oilfield Solutions Inc.

October 26, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTie

October 25, 2022 EX-99.2

vo o d o o 1 NexTier Oilfield Solutions Investor Update October 25, 2022 NYSE: NEX 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in conn

vo o d o o 1 NexTier Oilfield Solutions Investor Update October 25, 2022 NYSE: NEX 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including guidance for 2022 and beyond and other outlook information (including with respect to the industry in which N

October 25, 2022 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces Third Quarter 2022 Financial and Operational Results, Initiates Shareholder Return Program HOUSTON, Texas (October 25, 2022) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (?NexTier? or the ?Company?) today reported third quarter 2022 financial and operational results and announced a $250 million shareholder return program. Third Quarter 2022 Results and Recent Highli

October 25, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): October 25, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (C

August 3, 2022 EX-99.1

1

Exhibit 99.1 NexTier asset acquisition expands Last Mile Logistics capabilities; NexTier completes Coiled Tubing sale HOUSTON, Texas (August 3, 2022) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (the “Company”) and NexTier Completion Solutions Inc. (a wholly-owned subsidiary of the Company) entered into and closed a definitive agreement to purchase substantially all assets (and assume certain rel

August 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): August 1, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Com

August 3, 2022 EX-10.1

REGISTRATION RIGHTS AGREEMENT Dated as of August 3, 2022 By and Between NEXTIER OILFIELD SOLUTIONS INC. CONTINENTAL INTERMODAL GROUP LP TABLE OF CONTENTS

Execution Version REGISTRATION RIGHTS AGREEMENT Dated as of August 3, 2022 By and Between NEXTIER OILFIELD SOLUTIONS INC.

August 3, 2022 EX-99.2

1 M&A Update August 2022 NexTier Oilfield Solutions 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation, including statements regarding our future business strategy and pl

1 M&A Update August 2022 NexTier Oilfield Solutions 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation, including statements regarding our future business strategy and plans, the expected impact of our Coil Tubing asset sale and CIG Logistics acquisition on our business and operating results and other outlook information with respect to the industry in which NexTier conducts its business, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

July 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oil

July 26, 2022 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces Second Quarter 2022 Financial and Operational Results HOUSTON, Texas (July 26, 2022) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (?NexTier? or the ?Company?) today reported second quarter 2022 financial and operational results. Second Quarter 2022 Results and Recent Highlights ?Total revenue of $842.9 million, a 33% sequential increase and 189% year-over-year ?Achi

July 26, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 26, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Comm

July 22, 2022 8-K

Other Events

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): July 19, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Comm

June 30, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

June 30, 2022 SC 13D/A

NEX / Nextier Oilfield Solutions Inc / THRC Holdings, LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NEXTIER OILFIELD SOLUTIONS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 65290C105 (CUSIP Number) Matt D. Wilks C/O Wilks Brothers, LLC 17018 IH 20 Cisco, Texas 76437 Telephone: (817) 850-3600 (Name, Address

June 16, 2022 EX-99.1

vo o d o o 1 NexTier Oilfield Solutions JP Morgan Energy Conference June 2022 NYSE: NEX 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in

vo o d o o 1 NexTier Oilfield Solutions JP Morgan Energy Conference June 2022 NYSE: NEX 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including guidance for 2022 and beyond and other outlook information (including with respect to the industry in wh

June 16, 2022 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of

June 15, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 15, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Comm

June 15, 2022 EX-99.1

vo o d o o 1 NexTier Oilfield Solutions JP Morgan Energy Conference June 2022 NYSE: NEX 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in

vo o d o o 1 NexTier Oilfield Solutions JP Morgan Energy Conference June 2022 NYSE: NEX 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including guidance for 2022 and beyond and other outlook information (including with respect to the industry in wh

June 15, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 14, 2022 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number

June 6, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 31, 2022 EX-1.01

NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2021 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

Exhibit 1.01 NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2021 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (?Report?) of NexTier Oilfield Solutions Inc. (including its subsidiaries, the ?Company,? or ?NexTier?) for the calendar year ended December 31, 2021, which has been prepared and is he

May 31, 2022 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 3990 Rogerdale Rd. Houston, Texas 77042 (Address of principal ex

May 18, 2022 CORRESP

NexTier Oilfield Solutions Inc. 3990 Rogerdale Rd. Houston, TX 77042 May 18, 2022

NexTier Oilfield Solutions Inc. 3990 Rogerdale Rd. Houston, TX 77042 May 18, 2022 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attn: Yolanda Guobadia, Staff Accountant Robert Babula, Staff Accountant Re: NEXTIER OILFIELD SOLUTIONS INC. Form 10-K for Fiscal Y

April 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oi

April 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Com

April 27, 2022 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces First Quarter 2022 Financial and Operational Results HOUSTON, Texas (April 27, 2022) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (?NexTier? or the ?Company?) today reported first quarter 2022 financial and operational results. First Quarter 2022 Results and Recent Highlights ?Total revenue of $635.0 million, a 25% sequential increase. Fourth consecutive quarter of

April 22, 2022 SC 13G/A

NEX / Nextier Oilfield Solutions Inc / Alamo Frac Holdings, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 NexTier Oilfield Solutions Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 65290C105 (CUSIP Number) April 20, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designat

April 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 22, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

March 3, 2022 EX-99.1

vo o d o o 1 NexTier 2022 Investor Day March 3, 2022 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation,

vo o d o o 1 NexTier 2022 Investor Day March 3, 2022 2 Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including guidance for 2022 and beyond and other outlook information (including with respect to the industry in which NexTier conducts its business), statements regarding our future business strategy and plans and objectives of management for future operations and expectation regarding the capabilities and impact of our products and services on our operating results and financial position, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

March 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 3, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Comm

February 23, 2022 EX-10.45

NEXTIER OILFIELD SOLUTIONS INC. Leadership Severance Program

Exhibit 10.45 NEXTIER OILFIELD SOLUTIONS INC. Leadership Severance Program 1.OBJECTIVE This NexTier Oilfield Solutions Inc. (the ?Corporation?) Leadership Severance Program (this ?Program?) has been established by the Corporation?s Compensation Committee (the ?Committee?) to provide employment transition guidelines for senior leadership of the organization who meet eligibility requirements. This P

February 23, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oilfield Solutions Inc.

February 23, 2022 EX-21.1

SCHEDULE OF SUBSIDIARIES

Exhibit 21.1 SCHEDULE OF SUBSIDIARIES The following is a list of the Company?s subsidiaries and includes all subsidiaries deemed significant. The jurisdiction of each company is listed in parentheses. Keane Group Holdings, LLC (DE) KGH Intermediate Holdco I, LLC (DE) KGH Intermediate Holdco II, LLC (DE) NexTier Holding Co. (DE) NexTier Completion Solutions Inc. (DE) NexTier International LLC (DE)

February 23, 2022 EX-10.43

Form of NexTier Oilfield Solutions Inc. Performance Award Agreement 2022 (filed February 23, 2022 as Exhibit 10.43 to NexTier Oilfield Solutions Inc.’s Annual Report on Form 10-K and incorporated herein by reference).*

Exhibit 10.43 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN FORM OF PERFORMANCE AWARD AGREEMENT This Performance Award Agreement (this ?Agreement?) is made and entered into as of January 3, 2022 (the ?Grant Date?), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the ?Company?), and (the ?Participant?), who is employed by the Company or one of its subsidiar

February 23, 2022 EX-10.42

NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT PERFORMANCE AWARD AGREEMENT

Exhibit 10.42 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT PERFORMANCE AWARD AGREEMENT This Restricted Stock Unit Performance Award Agreement (this ?Agreement?) is made and entered into as of ###GRANTDATE### (the ?Grant Date?), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the ?Company?), and ###PARTICIPANTNAME### (the ?Participant

February 23, 2022 EX-10.41

Form of NexTier Oilfield Solutions Inc. RSU Award Agreement 2022 (filed February 23, 2022 as Exhibit 10.42 to NexTier Oilfield Solutions Inc.’s Annual Report on Form 10-K and incorporated herein by reference).*

Exhibit 10.41 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into as of [?] (the ?Grant Date?), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the ?Company?), and [?] (the ?Participant?). Capitalized terms not otherwise defined herein or

February 23, 2022 EX-10.44

NEXTIER OILFIELD SOLUTIONS INC. Continuing Award Program for Qualified Retirees

Exhibit 10.44 NEXTIER OILFIELD SOLUTIONS INC. Continuing Award Program for Qualified Retirees 1.OBJECTIVE This NexTier Oilfield Solutions Inc. (the ?Corporation?) Continuing Award Program for Qualified Retirees (this ?Program?) has been established by the Corporation?s Compensation Committee (the ?Committee?) to provide a smooth path into retirement for the Corporation and retiring employees who m

February 23, 2022 EX-10.40

NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.40 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into as of January 4, 2021 (the ?Grant Date?), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the ?Company?), and Robert Drummond (the ?Participant?). Capitalized terms not othe

February 22, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 21, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (

February 22, 2022 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces Fourth Quarter and Full Year 2021 Financial and Operational Results HOUSTON, Texas (February 21, 2022) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (?NexTier? or the ?Company?) today reported fourth quarter and full year 2021 financial and operational results. Full Year 2021 Results ?Reported total revenue of $1.4 billion for the year ended December 31, 2021 ?Report

February 14, 2022 SC 13G/A

NEX / Nextier Oilfield Solutions Inc / Keane Investor Holdings Llc - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NEXTIER OILFIELD SOLUTIONS INC. (Name of Issuer) COMMON shares, $0.01 par value (Title of Class of Securities) 65290C105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 10, 2022 SC 13G/A

NEX / Nextier Oilfield Solutions Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: NexTier Oilfield Solutions Inc. Title of Class of Securities: Common Stock CUSIP Number: 65290C105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule

January 7, 2022 8-K

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

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): January 5, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Co

January 6, 2022 EX-99.1

NexTier Announces New Director

NexTier Announces New Director HOUSTON, Texas (January 6, 2022) ? NexTier Oilfield Solutions Inc.

January 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 6, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Co

January 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 3, 2022 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Co

January 3, 2022 EX-99.2

1

Exhibit 99.1 NexTier Provides Operational Update and Guidance for the Fourth Quarter of 2021 HOUSTON, Texas (January 3, 2022) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (?NexTier? or the ?Company?) today provided an operational update and guidance for the fourth quarter of 2021. Fourth Quarter 2021 Guidance & Recent Highlights ?Total revenue guidance of $500-510 million for Q4 2021, reflecting

January 3, 2022 EX-99.1

Goldman Sachs 2022 Global Energy Conference January 2022 NYSE: NEX Forward Looking Statements & Disclosures 2 All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this

Goldman Sachs 2022 Global Energy Conference January 2022 NYSE: NEX Forward Looking Statements & Disclosures 2 All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including statements regarding our future operating results and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

November 9, 2021 EX-10.5

Employment Agreement, dated August 4, 2021 by and between Alamo Pressure Pumping, LLC and Michael Joseph McKie.

Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Employment Agreement?) is dated as of August 4, 2021, by and among Alamo Pressure Pumping, LLC, a Texas limited liability company (the ?Company?), Michael Joseph McKie, an individual (the ?Employee?).

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTie

November 9, 2021 EX-99.2

Alamo Frac Holdings, LLC and Subsidiaries Unaudited Consolidated Financial Statements June 30, 2021 Alamo Frac Holdings, LLC and Subsidiaries Table of Contents 2 Unaudited Consolidated Financial Statements Unaudited Consolidated Balance Sheet 3 Unaud

Alamo Frac Holdings, LLC and Subsidiaries Unaudited Consolidated Financial Statements June 30, 2021 Alamo Frac Holdings, LLC and Subsidiaries Table of Contents 2 Unaudited Consolidated Financial Statements Unaudited Consolidated Balance Sheet 3 Unaudited Consolidated Statement of Income 4 Unaudited Consolidated Statement of Members? Equity 5 Unaudited Consolidated Statement of Cash Flows 6 Notes t

November 9, 2021 EX-99.3

UNAUDITED PRO FORMA FINANCIAL INFORMATION

EX-99.3 5 finalnextieralamoproformad.htm EX-99.3 UNAUDITED PRO FORMA FINANCIAL INFORMATION On August 31, 2021, NexTier Completion Solutions Inc., a Delaware corporation (the “Purchaser”), and wholly-owned subsidiary of NexTier Oilfield Solutions, Inc., a Delaware corporation (“NexTier”), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding capital

November 9, 2021 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No.1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 31, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of I

November 9, 2021 EX-99.1

Alamo Frac Holdings, LLC and Subsidiaries Consolidated Financial Statements December 31, 2020 Alamo Frac Holdings, LLC and Subsidiaries Table of Contents 2 Independent Auditor’s Report 3 Consolidated Financial Statements Consolidated Balance Sheet 5

Alamo Frac Holdings, LLC and Subsidiaries Consolidated Financial Statements December 31, 2020 Alamo Frac Holdings, LLC and Subsidiaries Table of Contents 2 Independent Auditor?s Report 3 Consolidated Financial Statements Consolidated Balance Sheet 5 Consolidated Statement of Income 6 Consolidated Statement of Members? Equity 7 Consolidated Statement of Cash Flows 8 Notes to the Consolidated Financ

November 8, 2021 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.2 NexTier Announces Third Quarter 2021 Financial and Operational Results HOUSTON, Texas (November 8, 2021) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (?NexTier? or the ?Company?) today reported third quarter 2021 financial and operational results. Third Quarter 2021 Results & Recent Highlights ?Generated total revenue of $393.2 million in Q3 2021, reflecting an increase of 35% compar

November 8, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (C

November 2, 2021 8-K

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

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): October 28, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (C

September 30, 2021 CORRESP

September 30, 2021

NEXTIER September 30, 2021 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

September 30, 2021 8-K

Financial Statements and Exhibits, Other Events

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): September 30, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation)

September 30, 2021 424B7

CALCULATION OF REGISTRATION FEE

Filed Pursuant to Rule 424(b)(7) ?Registration No. 333-256092 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Unit (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (3) Common Stock, $0.01 par value 26,000,000 $5.16 $ 134,160,000 $14,637 (1) Pursuant to Rule 416(a) of the S

September 10, 2021 SC 13G

NEX / Nextier Oilfield Solutions Inc / Alamo Frac Holdings, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 NexTier Oilfield Solutions Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 65290C105 (CUSIP Number) August 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant

September 7, 2021 EX-10.1

Master Loan and Security Agreement, dated August 20, 2021

MASTER LOAN AND SECURITY AGREEMENT THIS MASTER LOAN AND SECURITY AGREEMENT, dated as of August 20, 2021 (this "Master Agreement"), is between NEXTIER COMPLETION SOLUTIONS INC.

September 7, 2021 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 20, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Co

August 31, 2021 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): August 31, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Co

August 31, 2021 EX-99.1

NexTier Announces Completion of Acquisition of Alamo Pressure Pumping

NexTier Announces Completion of Acquisition of Alamo Pressure Pumping HOUSTON, Texas (August 31, 2021) - NexTier Oilfield Solutions Inc.

August 12, 2021 SC 13D/A

NEX / Nextier Oilfield Solutions Inc / THRC Holdings, LP - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NEXTIER OILFIELD SOLUTIONS, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Secur

August 9, 2021 8-K

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

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): August 9, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Com

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oil

August 5, 2021 EX-10.2

NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (Amended and Restated 2021)

NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan The purpose of the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the ?Plan?) is to promote the success and enhance the value of the Company by linking the personal interests of the members of the Board, Employees, and Consultants to those of the Company?s stockholders and by providing such individuals with an incent

August 4, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2021 NexTier Oilfield Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37988 38-4016639 (State or Other Jurisdiction of Incorporation) (Com

August 4, 2021 EX-10.2

Form of Registration Rights Agreement

Registration Rights Agreement Dated as of [?], 2021 By and Between NEXTIER OILFIELD SOLUTIONS INC.

August 4, 2021 EX-99.2

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

EX-99.2 6 exhibit992earningsreleaseq.htm EX-99.2 Exhibit 99.2 NexTier Announces Second Quarter 2021 Financial and Operational Results HOUSTON, Texas (August 4, 2021) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported second quarter 2021 financial and operational results. Second Quarter 2021 Results & Recent Highlights •Generated total revenue of $292.1 millio

August 4, 2021 EX-2.1

Purchase Agreement, dated as of August 4, 2021 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed August 4, 2021).

EXECUTION VERSION PURCHASE AGREEMENT BY AND AMONG NEXTIER COMPLETION SOLUTIONS INC.

August 4, 2021 EX-99.3

Acquisition of Alamo Pressure Pumping August 4, 2021 NYSE: NEX Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this prese

EX-99.3 7 projectbowieinvestorpre.htm EX-99.3 Acquisition of Alamo Pressure Pumping August 4, 2021 NYSE: NEX Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including statements regarding our future operating results and financial position, business st

August 4, 2021 EX-99.1

NexTier Announces Agreement to Acquire Alamo Pressure Pumping

NexTier Announces Agreement to Acquire Alamo Pressure Pumping HOUSTON, Texas (August 4, 2021) - NexTier Oilfield Solutions Inc.

August 4, 2021 EX-10.1

Form of Earnout Agreement

EX-10.1 3 projectbowie-earnoutagreem.htm EX-10.1 KE 78398987 EARNOUT AGREEMENT This EARNOUT AGREEMENT (this “Agreement”) is made as of the [] day of August, 2021, by and among NEXTIER COMPLETION SOLUTIONS INC., a Delaware corporation (the “Purchaser”), and ALAMO FRAC HOLDINGS, LLC, a Texas limited liability company (the “Seller”). W I T N E S S E T H: WHEREAS, the Purchaser and the Seller entered

July 15, 2021 8-K

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

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): July 13, 2021 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number

July 6, 2021 SC 13G/A

NEX / Nextier Oilfield Solutions Inc / PZENA INVESTMENT MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO 1 Under the Securities Exchange Act of 1934 NexTier Oilfield Solutions Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 65290C105 (CUSIP Number) JUNE 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

June 16, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): June 15, 2021 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number

June 16, 2021 S-8

As filed with the Securities and Exchange Commission on June 16, 2021

As filed with the Securities and Exchange Commission on June 16, 2021 Registration Statement No.

June 16, 2021 EX-99.1

NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan

EX-99.1 4 ex991nextier-equityandince.htm EX-99.1 NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan The purpose of the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of the Company by linking the personal interests of the members of the Board, Employees, and Consultants to those of the Company’s stockholders

June 1, 2021 EX-1.01

NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2020 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

EX-1.01 2 exhibit101formsd-2021.htm EX-1.01 Exhibit 1.01 NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2020 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (“Report”) of NexTier Oilfield Solutions Inc. (including its subsidiaries, the “Company,” or “NexTier”) for the calendar year ended December

June 1, 2021 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 3990 Rogerdale Rd. Houston, Texas 77042 (Address of principal ex

May 13, 2021 S-3ASR

As filed with the Securities and Exchange Commission on May 13, 2021

As filed with the Securities and Exchange Commission on May 13, 2021 Registration No.

May 5, 2021 EX-10.1

Amended Form of Restricted Stock Unit Award Agreement for R. Drummond.

NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into as of January 4, 2021 (the ?Grant Date?), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the ?Company?), and Robert Drummond (the ?Participant?). Capitalized terms not otherwise defined

May 5, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oi

May 4, 2021 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces First Quarter 2021 Financial and Operational Results HOUSTON, Texas (May 4, 2021) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (?NexTier? or the ?Company?) today reported first quarter 2021 financial and operational results. First Quarter 2021 Results and Recent Highlights ?Generated total revenue of $228.4 million in Q1 2021, reflecting an increase of 6% compared t

May 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2021 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number)

April 29, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ???Preliminary Proxy Statement ???Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ???De

April 26, 2021 EX-99.1

Investor Presentation April 2021 Forward Looking Statements & Disclosures 2 All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including statement

Investor Presentation April 2021 Forward Looking Statements & Disclosures 2 All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including statements regarding our future operating results and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

April 26, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 26, 2021 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Numbe

April 21, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

April 21, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

February 24, 2021 EX-21.1

SCHEDULE OF SUBSIDIARIES

EX-21.1 7 exhibit21subsidiaries.htm EX-21.1 Exhibit 21.1 SCHEDULE OF SUBSIDIARIES The following is a list of the Company’s subsidiaries and includes all subsidiaries deemed significant. The jurisdiction of each company is listed in parentheses. Keane Group Holdings, LLC (DE) KGH Intermediate Holdco I, LLC (DE) KGH Intermediate Holdco II, LLC (DE) NexTier Holding Co. (DE) C&J International B.V. (Th

February 24, 2021 EX-10.50

AMENDMENT No. 1 To NEXTIER OILFIELD SOLUTIONS INC. (FORMER C&J ENERGY) MANAGEMENT INCENTIVE PLAN

EX-10.50 6 ex1050amendmentno1tonextie.htm EX-10.50 Exhibit 10.50 AMENDMENT No. 1 To NEXTIER OILFIELD SOLUTIONS INC. (FORMER C&J ENERGY) MANAGEMENT INCENTIVE PLAN WHEREAS, in connection with the merger of C&J Energy Services, Inc.(“C&J”) and Keane Group, Inc. (“Keane”), the predecessor to NexTier Oilfield Solutions Inc., a Delaware corporation (the “Company”), the Company assumed and now maintains

February 24, 2021 EX-10.49

AMENDMENT No. 2 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN

Exhibit 10.49 AMENDMENT No. 2 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN WHEREAS, NexTier Oilfield Solutions Inc. (the ?Company?) maintains the ?NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan? (as amended to date, the ?Plan?), which was originally adopted by the Company?s predecessor, Keane Group, Inc. (?Keane?), and approved by its stockholders, to provide eq

February 24, 2021 EX-10.37

Form of NexTier Oilfield Solutions Inc. RSU Award Agreement 2021 (filed February 24, 2021 as Exhibit 10.37 to NexTier Oilfield Solutions Inc.’s Annual Report on Form 10-K and incorporated herein by reference).*

Exhibit 10.37 NEXTIER OILFIELD SOLUTIONS INC. [EQUITY AND INCENTIVE AWARD PLAN// (FORMER C&J ENERGY) MANAGEMENT INCENTIVE PLAN] RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into as of [?], 20[?] (the ?Grant Date?), by and between NexTier Oilfield Solutions Inc., a Delaware corporation (the ?Company?), and [?] (the ?Particip

February 24, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oilfield Solutions Inc.

February 24, 2021 EX-10.5

AMENDMENT NO. 1 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN

Exhibit 10.5 AMENDMENT NO. 1 NEXTIER OILFIELD SOLUTIONS INC. EQUITY AND INCENTIVE AWARD PLAN WHEREAS, NexTier Oilfield Solutions Inc., a Delaware corporation (the ?Company?) previously adopted the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (as amended to date, the ?Plan?), to provide equity compensation awards to its key employees; and WHEREAS, the Company desires to increase

February 24, 2021 EX-10.38

NEXTIER OILFIELD SOLUTIONS INC. [EQUITY AND INCENTIVE AWARD PLAN // NEXTIER OILFIELD SOLUTIONS INC. (FORMER C&J ENERGY) MANAGEMENT INCENTIVE PLAN] FORM OF RESTRICTED STOCK UNIT PERFORMANCE AWARD AGREEMENT

Exhibit 10.38 NEXTIER OILFIELD SOLUTIONS INC. [EQUITY AND INCENTIVE AWARD PLAN // NEXTIER OILFIELD SOLUTIONS INC. (FORMER C&J ENERGY) MANAGEMENT INCENTIVE PLAN] FORM OF RESTRICTED STOCK UNIT PERFORMANCE AWARD AGREEMENT This Restricted Stock Unit Performance Award Agreement (this ?Agreement?) is made and entered into as of ###GRANTDATE### (the ?Grant Date?), by and between NexTier Oilfield Solution

February 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 15, 2021 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Nu

February 16, 2021 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, amounts in thousands, except per share data)

EX-99.1 2 exhibit991earningsreleaseq.htm EX-99.1 Exhibit 99.1 NexTier Announces Fourth Quarter 2020 Financial and Operational Results HOUSTON, Texas (February 15, 2021) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported fourth quarter 2020 financial and operational results. Fourth Quarter 2020 Results and Recent Highlights •Generated total revenue of $215.1 m

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: NexTier Oilfield Solutions Inc. Title of Class of Securities: Common Stock CUSIP Number: 65290C105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule

February 4, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NexTier Oilfield Solutions Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December 31, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NexTier Oilfield Solutions Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 65290C105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 1, 2021 EX-99.2

POWER OF ATTORNEY

EX-99.2 3 d117657dex992.htm EX-99.2 Exhibit 99.2 POWER OF ATTORNEY I, Staci Wilks, hereby confirm that I have authorized and designated Matt Wilks to execute and file on my behalf all SEC forms (including any amendments thereto) that I may be required to file with the United States Securities and Exchange Commission and to perform any other actions in connection with the above, as a result of my p

February 1, 2021 EX-99.4

POWER OF ATTORNEY

EX-99.4 Exhibit 99.4 POWER OF ATTORNEY THRC Management, LLC (“THRC”), incorporated and existing under the laws of Texas, with filing number 801392573, having its registered address at 16858 IH 20, Cisco, Texas 76437, represented by Dan Wilks, Manager, hereby authorizes Matt Wilks to represent THRC to execute and file on THRC’ s behalf all SEC forms (including any amendments thereto) that THRC may

February 1, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d117657dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of

February 1, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NEXTIER OILFIELD SOLUTIONS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NEXTIER OILFIELD SOLUTIONS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 65290C105 (CUSIP Number) Matt D. Wilks C/O Wilks Brothers, LLC 17010 IH 20 Cisco, Texas 76437 Telephone: (817)-850-3600 (Name, A

February 1, 2021 EX-99.3

POWER OF ATTORNEY

EX-99.3 Exhibit 99.3 POWER OF ATTORNEY I, Dan Wilks, hereby confirm that I have authorized and designated Matt Wilks to execute and file on my behalf all SEC forms (including any amendments thereto) that I may be required to file with the United States Securities and Exchange Commission and to perform any other actions in connection with the above, as a result of my position with, or my ownership

January 15, 2021 EX-10.1

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.1 2 kenny-amendmenttoemploymen.htm EX-10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Employment Agreement”) is dated as of January 11, 2021 (the “Effective Date”) between NexTier Oilfield Solutions Inc. (formerly Keane Group, Inc.), a Delaware corporation (the “Company”), and Kenny Pucheu, an individual (the “Em

January 15, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 13, 2021 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Num

November 30, 2020 8-K

Other Events

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): November 25, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Nu

November 4, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTie

November 3, 2020 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS) (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces Third Quarter 2020 Financial and Operational Results HOUSTON, Texas (November 3, 2020) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported third quarter 2020 financial and operational results. Third Quarter 2020 Results and Recent Highlights •Generated total revenue of $163.7 million in Q3 2020, compared to $196.2 million in Q2 2

November 3, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Num

November 2, 2020 EX-3.1

FIRST AMENDMENT TO THE BYLAWS OF KEANE GROUP, INC. (Adopted October 27, 2020)

Exhibit 3.1 FIRST AMENDMENT TO THE BYLAWS OF KEANE GROUP, INC. (Adopted October 27, 2020) This FIRST AMENDMENT to the Bylaws of Keane Group, Inc. (the “First Amendment”), a Delaware corporation (the “Corporation”), is made as of this 27th day of October 2020, by the Board of Directors of the Corporation (the “Board”). Capitalized terms used in this First Amendment but not defined herein shall have

November 2, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 27, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Num

October 1, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 1, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Numb

October 1, 2020 EX-99.1

Investor Presentation September 30, 2020 Important Disclosures Forward-Looking Statements: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and

nexinvestorpresentation Investor Presentation September 30, 2020 Important Disclosures Forward-Looking Statements: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.

September 30, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): September 30, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File N

September 30, 2020 EX-99.1

Investor Presentation September 30, 2020 Important Disclosures Forward-Looking Statements: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and

EX-99.1 2 nexinvestorpresentation.htm EX-99.1 Investor Presentation September 30, 2020 Important Disclosures Forward-Looking Statements: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act o

August 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oil

August 3, 2020 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS) (unaudited, amounts in thousands, except per share data)

EX-99.1 2 exhibit991earningsrele.htm EX-99.1 Exhibit 99.1 NexTier Announces Second Quarter 2020 Financial and Operational Results HOUSTON, Texas (August 3, 2020) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported second quarter 2020 financial and operational results. Second Quarter 2020 Results and Recent Highlights •Reported revenue of $196.2 million in the

August 3, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Numbe

June 22, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): June 18, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number

June 8, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

June 8, 2020 EX-99.1

1

NexTier Oilfield Solutions Inc. Changes 2020 Annual Meeting of Stockholders to Virtual Format HOUSTON, Texas (June 8, 2020) – NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today announced, due to the continuing public health concerns relating to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of its shareholders, employees, and other stakeho

June 8, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 8, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number)

June 1, 2020 SD

- SD

SD 1 formsd-2020.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 3990 Rogerdale Rd. Houston, Texas 77042

June 1, 2020 EX-1.01

NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2019 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934

Exhibit 1.01 NexTier Oilfield Solutions Inc. Conflict Minerals Report for the Year Ended December 31, 2019 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report (“Report”) of NexTier Oilfield Solutions Inc. (including its subsidiaries, the “Company,” or “NexTier”) for the calendar year ended December 31, 2019, which has been prepared and is he

May 7, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37988 NexTier Oi

May 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 5, 2020 NexTier Oilfield Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-37988 38-4016639 (State or other jurisdiction (Commission File Number)

May 5, 2020 EX-99.1

NEXTIER OILFIELD SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS) (unaudited, amounts in thousands, except per share data)

Exhibit 99.1 NexTier Announces First Quarter 2020 Financial and Operational Results HOUSTON, Texas (May 5, 2020) - NexTier Oilfield Solutions Inc. (NYSE: NEX) (“NexTier” or the “Company”) today reported first quarter 2020 financial and operational results. On October 31, 2019, NexTier completed its previously announced merger between Keane Group Inc. (“Keane”) and C&J Energy Services, Inc. (“C&J”)

April 28, 2020 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 28, 2020 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 17, 2020 PRE 14A

NEX / NexTier Oilfield Solutions Inc. PRE 14A - - PRE 14A

PRE 14A 1 d884766dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

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