424B5 1 d860402d424b5.htm 424B5 Table of ContentsFiled Pursuant to Rule 424(b)(5) Registration No. 333-268999 PROSPECTUS SUPPLEMENT (to Prospectus dated January 5, 2023) $30,000,000 Nine Energy Service, Inc. Common Stock We have entered into an equity distribution agreement (the “equity distribution agreement”) with Piper Sandler & Co. (the “sales agent”) relating to shares of our common stock, par value $0.01 per share (our “common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $30,000,000 from time to time through the sales agent pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “NINE.” The last reported sale price of our common stock on the NYSE on November 3, 2023 was $3.63 per share. Sales of shares of our common stock, if any, pursuant to this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be “at the market offerings” as defined by Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE or any other existing trading market for our common stock, or in negotiated transactions. The sales agent is not required to sell any specific number or dollar amount of shares of our common stock but will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell shares designated by us in accordance with the equity distribution agreement. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. The offering of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of the sale of all shares subject to the equity distribution agreement or the termination of the equity distribution agreement by us or the sales agent as provided therein. The sales agent will be entitled to compensation of 3.0% of the gross proceeds of all shares of our common stock sold under the equity distribution agreement, as further described in the “Plan of Distribution” section of this prospectus supplement. In connection with the sale of our common stock on our behalf, the sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the sales agent will be deemed to be underwriting commissions or discounts. Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page S-3 of this prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Piper Sandler The date of this prospectus supplement is November 6, 2023. Table of ContentsTABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT S-ii WHERE YOU CAN FIND MORE INFORMATION S-ii INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS S-iv INDUSTRY AND MARKET DATA S-v TRADEMARKS AND TRADE NAMES S-vi PROSPECTUS SUPPLEMENT SUMMARY S-1 RISK FACTORS S-3 USE OF PROCEEDS S-6 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS S-7 PLAN OF DISTRIBUTION S-12 LEGAL MATTERS S-13 EXPERTS S-13 Prospectus Page ABOUT THIS PROSPECTUS ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii SUMMARY 1 RISK FACTORS 2 THE SUBSIDIARY GUARANTORS 3 USE OF PROCEEDS 4 PLAN OF DISTRIBUTION 5 DESCRIPTION OF COMMON STOCK 7 DESCRIPTION OF PREFERRED STOCK 10 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF WARRANTS 20 DESCRIPTION OF RIGHTS 22 DESCRIPTION OF UNITS 23 LEGAL MATTERS 24 EXPERTS 24 WHERE YOU CAN FIND MORE INFORMATION 24 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 24 S-i Table of ContentsABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC using a “shelf” registration process. We provide information to you about this offering in two separate documents that are bound together: (i) this prospectus supplement, which describes the specific details regarding this offering and (ii) the accompanying prospectus, which provides general information regarding us, our securities and other information, some of which may not apply to the this offering. If information in this prospectus supplement is inconsistent with the accompanying p