Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
As previously reported, on
May 11, 2026, Heather Schmidt was appointed as Interim Chief Financial Officer of Nine Energy Service, Inc. (the “Company”).
Effective as of May 22, 2026, the Board of Directors of the Company (the “Board”) has appointed Ms. Schmidt as Chief Financial
Officer and principal financial officer of the Company on a permanent basis.
Ms. Schmidt, age 42, joined
the Company in 2012. Since November 2024, she has served as the Company’s Senior Vice President of Strategic Development and Investor
Relations, and prior to that, from 2020 to February 2025, she served as the Company’s Vice President, Strategic Development, Investor
Relations and Marketing. Before joining the Company, Ms. Schmidt was with SCF Partners, a private equity firm that invests in energy services,
products and technology companies globally. Ms. Schmidt’s strong and diverse background also includes fundraising and donor relations
for a national political campaign and marketing for an NBA team. Ms. Schmidt received a Bachelor’s degree from Columbia University
and an MBA from Rice University. There are no family relationships between Ms. Schmidt and any director or executive officer of the Company,
and there are no transactions between the Company and Ms. Schmidt that would require disclosure under Item 404(a) of Regulation S-K.
Employment Agreement
with Ms. Schmidt
In connection with Ms. Schmidt’s
appointment as Chief Financial Officer, the Company and Ms. Schmidt entered into an Amended and Restated Employment Agreement (the “Employment
Agreement”), effective as of May 22, 2026 (the “Effective Date”). The Employment Agreement provides for a base salary
of $425,000 and a target annual bonus opportunity equal to 75% of base salary, in each case, effective as of the Effective Date. In addition,
Ms. Schmidt received an incremental long-term incentive compensation award consisting of (i) a stock-settled time-based restricted stock
unit award (“RSUs”) having a target value of $300,000, vesting over a period of three years subject to continued employment
with the Company, and (ii) a performance-based cash award (“Performance Award”) eligible to vest based on relative total shareholder
return (TSR) performance measured over three separately-measured annual performance periods and subject to continued employment through
the full three-year performance cycle, having a target value of $300,000. The maximum cash value that can be earned in respect of the
Performance Award is equal to 200% of the target award. The RSUs and Performance Award include customary termination protections in connection
with certain involuntary terminations of employment, as well as “double trigger” vesting provisions in connection with a change
in control.
The Employment Agreement also
provides that if Ms. Schmidt’s employment is terminated (i) by the Company without “cause” or (ii) by Ms. Schmidt for
“good reason” (each, a “Qualifying Termination”), then, provided that Ms. Schmidt timely executes and does not
revoke a release of claims and abides by the restrictive covenants included in the Employment Agreement, Ms. Schmidt will be eligible
to receive: (A) a severance payment, payable in 12 substantially equal installments, in an aggregate amount equal to (i) one (the “Severance
Multiple”) multiplied by (ii) the sum of: (x) Ms. Schmidt’s base salary for the year in which such termination occurs and
(y) Ms. Schmidt’s then-current target annual bonus; (B) a prorated annual bonus for the year in which such Qualifying Termination
occurs, subject to achievement of the applicable performance criteria; and (iii) if Ms. Schmidt elects COBRA continuation coverage, monthly
reimbursement for the amount paid by Ms. Schmidt to continue such coverage for up to 18 months following the date of such Qualifying Termination.
If such Qualifying Termination occurs within 24 months following a change in control, the Severance Multiple will be equal to two.
The foregoing description
of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment
Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
