Nine Energy Service Inc

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:

Nine Energy Service, Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 3, 2024

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Nine Energy Service, Inc. (the “Company,” “we” and “our”) will be held at 8:00 a.m., Central Time, on May 3, 2024, at 2001 Kirby Drive, Suite 200, Houston, Texas 77019, for the following purposes:

1. To elect three Class III directors to serve until the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified;

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3. To approve, on an advisory basis, the compensation of our named executive officers (“say-on-pay”);

4. To approve, on an advisory basis, the frequency of future say-on-pay advisory votes; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors of the Company (the “Board”) recommends you vote (i) “FOR” the election of each of the nominees named in the accompanying proxy statement to the Board, (ii) “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) “FOR” the approval, on an advisory basis, of the compensation of our named executive officers and (iv) “FOR” the option of “1 YEAR” as the preferred frequency for future say-on-pay advisory votes.

The Board has fixed March 6, 2024 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. The Annual Meeting will begin promptly at 8:00 a.m., Central Time. Check-in will begin at 7:45 a.m., Central Time, and you should allow ample time for the check-in procedures.

Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible in advance of the Annual Meeting by one of the methods described in the accompanying proxy statement.

By Order of the Board of Directors

Ann G. Fox

President, Chief Executive Officer and Director

Houston, Texas

March 8, 2024

Important Notice Regarding the Availability of Proxy Materials for the Nine Energy Service, Inc. Stockholder Meeting to be Held on May 3, 2024:

The proxy materials, including our 2023 Annual Report, are available at https://investor.nineenergyservice.com.

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PROXY STATEMENT

FOR

2024 ANNUAL MEETING OF STOCKHOLDERS

OF

NINE ENERGY SERVICE, INC.

To Be Held on May 3, 2024 at 8:00 a.m., Central Time