Nine Energy Service Inc

Except as set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

We are currently out of compliance with certain NYSE continued listing standards and are at risk of the NYSE delisting our common stock; such a delisting could negatively impact us as it would likely reduce the liquidity and market price of our common stock, which in turn would, among other things, negatively impact our ability to raise equity financing.

On October 21, 2024, we received written notification (the “Market Capitalization Notice”) from the NYSE that we no longer satisfy the continued listing standard set forth under Section 802.01B of the NYSE Listed Company Manual (the “NYSE Manual”) because our average global market capitalization was less than $50,000,000 over a consecutive 30 trading-day period that ended on October 18, 2024 and, at the same time, our last reported stockholders’ equity was less than $50,000,000. In accordance with applicable NYSE procedures, we developed and submitted a plan (the “Market Capitalization Plan”) to the NYSE demonstrating how we intend to regain compliance with such continued listing standard within 18 months of our receipt of the Market Capitalization Notice, which was reviewed and accepted by the Listings Operations Committee of the NYSE. We are subject to quarterly review for compliance with the Market Capitalization Plan, and if we fail to meet material aspects of the Market Capitalization Plan or any quarterly milestones contained in the Market Capitalization Plan, the NYSE may commence suspension and delisting procedures prior to the end of the cure period.

On April 30, 2025, we received written notification (the “Price Criteria Notice”) from the NYSE that we no longer satisfy the continued listing standard set forth in Section 802.01C of the NYSE Manual because, as of April 29, 2025, the average closing share price of our common stock was less than $1.00 over a consecutive 30 trading-day period. Under the NYSE’s rules, we can regain compliance at any time within the six-month period following receipt of the Price Criteria Notice if, on the last trading day of any calendar month during the six-month cure period, our common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. We intend to consider all available options to cure the minimum share price deficiency and regain compliance, including, but not limited to, a reverse stock split, subject to stockholder approval, if necessary to cure the non-compliance.

If we do not regain compliance with the continued listing standards set forth under Section 802.01B and Section 802.01C of the NYSE Manual within the applicable cure periods, or we do not make progress consistent with the Market Capitalization Plan, the NYSE may initiate proceedings to delist our common stock. The NYSE may also commence accelerated delisting actions if our common stock trades at an “abnormally low” price or if our average market capitalization falls below $15 million over a 30 trading-day period.

A delisting of our common stock from the NYSE could negatively impact us as it would likely reduce the liquidity and market price of our common stock and thus (i) reduce the number of investors willing to hold or acquire our common stock, which would negatively impact our ability to access equity markets and obtain financing, and (ii) impair our ability to provide equity incentives to our employees.