Stock-based Compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

We use share-based payments to compensate employees and non-employee directors. We recognize the cost of share-based payments under the fair-value-based method. Share-based awards include equity instruments in the form of stock options or restricted stock units that have included service conditions and, in certain cases, performance conditions. Our share-based awards also include share-settled performance unit awards. Share-settled performance unit awards are accounted for as equity awards. We issue shares of common stock when vested stock options are exercised and after restricted stock units and share-settled performance unit awards vest.

Stock Options — We estimate the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of our common stock over the most recent period equal to the expected term of the options as of the date such options are granted. The expected term assumptions are based on our experience with respect

to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. No options were granted during the three months ended March 31, 2025 or 2024.

Stock option activity from January 1, 2025 to March 31, 2025 follows:


	Underlying Shares	Weighted Average Exercise Price Per Share
Outstanding at January 1, 2025	1,794,005	$	22.26


Exercised	—	$	—
Expired	—	$	—
Outstanding at March 31, 2025	1,794,005	$	22.26
Exercisable at March 31, 2025	1,794,005	$	22.26

Restricted Stock Units (Equity Based) — For all restricted stock unit awards made to date, shares of common stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Forfeitable dividend equivalents are accrued on certain restricted stock units that will be paid upon vesting. We use the straight-line method to recognize periodic compensation cost over the vesting period.

Restricted stock unit activity from January 1, 2025 to March 31, 2025 follows:


	Time Based	Performance Based	Weighted Average Grant Date Fair Value Per Share
Non-vested restricted stock units outstanding at January 1, 2025	5,427,657	452,514	$	11.34
Granted	220,335	—	$	8.26

Vested	(970,539)	—	$	9.79
Forfeited	(33,991)	—	$	10.77
Non-vested restricted stock units outstanding at March 31, 2025	4,643,462	452,514	$	11.51

As of March 31, 2025, we had unrecognized compensation cost related to our unvested restricted stock units totaling $35.1 million. The weighted-average remaining vesting period for these unvested restricted stock units was 1.63 years as of March 31, 2025.

Restricted Stock Units (Liability Based) — We converted cash-settled performance based units that had been granted by NexTier Oilfield Solutions Inc. (“NexTier”) into our cash-settled restricted stock units in connection with our merger with NexTier. These awards were accounted for as liability classified awards and remeasured at fair value at each reporting period. Compensation expense was recorded over the vesting period and was initially based on the fair value at the award conversion date. Compensation expense was subsequently remeasured at each reporting date during the vesting period based on the change in our stock price. Dividend cash equivalents are not paid on cash-settled units. We settled the NexTier cash-settled performance based units in January 2025, with a cash payment of $3.3 million.

Performance Unit Awards — We have granted share-settled performance unit awards to certain employees (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive shares of common stock upon the achievement of certain performance goals during a specified period established by the Compensation Committee. The performance period for the Performance Units is generally the three-year period commencing on April 1 of the year of grant, except as described below for the Performance Units granted in May 2024.

The performance goals for the Performance Units are tied to our total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. For the performance units granted in April 2022, the peer group includes one market index. The performance goals are considered to be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the respective Performance Units. For the Performance Units granted in April 2022 and May 2023, the recipients will receive the target number of shares if our total shareholder return during the performance period, when compared to the peer group, is at the 55th percentile. If our total shareholder return during the performance period, when compared to the peer group, is at the 75th percentile or higher, then the

recipients will receive two times the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is at the 25th percentile, then the recipients will only receive one-half of the target number of shares. If our total shareholder return during the performance period, when compared to the peer group, is between the 25th and 55th percentile, or the 55th and 75th percentile, then the shares to be received by the recipients will be determined using linear interpolation for levels of achievement between these points.

The Performance Units granted in May 2024 (the “2024 Performance Units”) are subject to three separate performance periods—a one-year performance period (the “First Performance Period”), a two-year performance period (the “Second Performance Period”) and a three-year performance period (the “Third Performance Period”), each commencing on April 1, 2024. One-third of the total target number of shares subject to the 2024 Performance Units may become earned in respect of each performance period based on our total shareholder return during such performance period (the target number of shares eligible to vest in the applicable performance period, the “Performance Period Target Amount”). The recipients will earn the Performance Period Target Amount if our total shareholder return during the applicable performance period, when compared to the peer group, is at the 55th percentile. If our total shareholder return during the applicable performance period, when compared to the peer group, is at the 75th percentile or higher, then the recipients will earn two times the Performance Period Target Amount. If our total shareholder return during the applicable performance period, when compared to the peer group, is at the 25th percentile, then the recipients will only earn one-half of the Performance Period Target Amount. If our total shareholder return during the applicable performance period, when compared to the peer group, is between the 25th and 55th percentile, or the 55th and 75th percentile, then the shares to be earned by the recipients will be determined using linear interpolation for levels of achievement between these points. Notwithstanding the foregoing, a number of shares no greater than the Performance Period Target Amount may be earned for each of the First Performance Period and the Second Performance Period, unless our total shareholder return during the Third Performance Period is greater than our total shareholder return for, as applicable, the First Performance Period and/or the Second Performance Period, in which case, the number of shares earned in respect of the First Performance and/or the Second Performance Period, as applicable, will be determined as if our total shareholder return during the Third Performance Period was our total shareholder return during the First Performance Period and/or the Second Performance Period, as applicable. If our total shareholder return during the Third Performance Period is zero or negative, no more than the aggregate target number of shares subject to the 2024 Performance Units may be earned, regardless of results during the First Performance Period and the Second Performance Period. A full three-year service vesting period applies to the Performance Units and no shares will vest and be delivered in respect of the 2024 Performance Units until after the completion of the Third Performance Period.

The payout under the 2024 Performance Units may not exceed the target number of shares if our absolute total shareholder return is negative or zero.

The total target number of shares granted with respect to the Performance Units for the awards granted in 2021-2024 is set forth below:


	2024 Performance Unit Awards	2023 Performance Unit Awards	2022 Performance Unit Awards	2021 Performance Unit Awards
Target number of shares	875,100	631,700	414,000	843,000

In May 2024, 718,581 shares were issued to settle the 2021 Performance Units. The Performance Units granted in 2022 have reached the end of their performance period, and we expect no shares will be issued to settle the 2022 Performance Units. The Performance Units granted in 2023 and 2024 have not reached the end of their respective performance periods.

Because the Performance Units are share-settled awards, they are accounted for as equity awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Performance Units is set forth below (in thousands):


	2024 Performance Unit Awards		2023 Performance Unit Awards		2022 Performance Unit Awards		2021 Performance Unit Awards
Aggregate fair value at date of grant	$	10,904	$	8,440	$	10,743	$	7,225

These fair value amounts are charged to expense on a straight-line basis over the performance period. Compensation expense associated with the Performance Units is set forth below (in thousands):


	2024 Performance Unit Awards		2023 Performance Unit Awards		2022 Performance Unit Awards		2021 Performance Unit Awards
Three months ended March 31, 2025	$	899	$	654	$	850	NA
Three months ended March 31, 2024	NA		$	663	$	862	$	584

As of March 31, 2025, we had unrecognized compensation cost related to our unvested Performance Units totaling $10.4 million. The weighted-average remaining vesting period for these unvested Performance Units was 1.25 years as of March 31, 2025.