Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Nine Energy Service, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
65441V200 (CUSIP Number) |
03/05/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 65441V200 |
| 1 | Names of Reporting Persons
Philosophy Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,551,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
18.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: The reporting persons are party to a voting agreement with the Issuer dated March 5, 2026, pursuant to which the reporting persons have agreed that, on each matter brought to a vote at any annual or special meeting of the Issuer's stockholders and in connection with any action proposed to be taken by consent of the stockholders in lieu of a meeting of stockholders, the reporting persons will vote or deliver a consent with respect to all voting securities beneficially owned by them that, when taken together with all voting securities that are beneficially by the reporting persons' affiliates and affiliated funds, exceed the Voting Cap Threshold in the same proportion as all other votes cast or consents delivered with respect to the applicable matter (such proportion determined without including the votes or consents of the reporting persons and their affiliates). The Voting Cap Threshold means voting securities collectively constituting 10% of the total voting power of all of the Issuer's voting securities on such matter as of the applicable record date, after giving effect to any other voting agreement between the Issuer and any of its shareholders. The percentage reported herein is calculated based on 13,950,000 shares of Common Stock outstanding as of March 5, 2026.
SCHEDULE 13G
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| CUSIP No. | 65441V200 |
| 1 | Names of Reporting Persons
Philosophy Capital Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
926,394.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reporting persons are party to a voting agreement with the Issuer dated March 5, 2026, pursuant to which the reporting persons have agreed that, on each matter brought to a vote at any annual or special meeting of the Issuer's stockholders and in connection with any action proposed to be taken by consent of the stockholders in lieu of a meeting of stockholders, the reporting persons will vote or deliver a consent with respect to all voting securities beneficially owned by them that, when taken together with all voting securities that are beneficially by the reporting persons' affiliates and affiliated funds, exceed the Voting Cap Threshold in the same proportion as all other votes cast or consents delivered with respect to the applicable matter (such proportion determined without including the votes or consents of the reporting persons and their affiliates). The Voting Cap Threshold means voting securities collectively constituting 10% of the total voting power of all of the Issuer's voting securities on such matter as of the applicable record date, after giving effect to any other voting agreement between the Issuer and any of its shareholders. The percentage reported herein is calculated based on 13,950,000 shares of Common Stock outstanding as of March 5, 2026.
SCHEDULE 13G
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| CUSIP No. | 65441V200 |
| 1 | Names of Reporting Persons
Jacob Rubin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,551,128.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
18.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The reporting persons are party to a voting agreement with the Issuer dated March 5, 2026, pursuant to which the reporting persons have agreed that, on each matter brought to a vote at any annual or special meeting of the Issuer's stockholders and in connection with any action proposed to be taken by consent of the stockholders in lieu of a meeting of stockholders, the reporting persons will vote or deliver a consent with respect to all voting securities beneficially owned by them that, when taken together with all voting securities that are beneficially by the reporting persons' affiliates and affiliated funds, exceed the Voting Cap Threshold in the same proportion as all other votes cast or consents delivered with respect to the applicable matter (such proportion determined without including the votes or consents of the reporting persons and their affiliates). The Voting Cap Threshold means voting securities collectively constituting 10% of the total voting power of all of the Issuer's voting securities on such matter as of the applicable record date, after giving effect to any other voting agreement between the Issuer and any of its shareholders. The percentage reported herein is calculated based on 13,950,000 shares of Common Stock outstanding as of March 5, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Nine Energy Service, Inc. | |
| (b) | Address of issuer's principal executive offices:
2001 Kirby Drive, Suite 200, Houston, TX 77019 | |
| Item 2. | ||
| (a) | Name of person filing:
Philosophy Capital Management LLC, a Delaware limited liability company ("Philosophy") Philosophy Capital Partners, LP, a Delaware limited partnership (the "Partnership") Jacob Rubin Philosophy is the investment adviser and general partner of private investment funds, including the Partnership, and the investment adviser to other clients. Mr. Rubin is the control person of Philosophy. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
3201 Danville Boulevard, Suite 100, Alamo, CA 94507 | |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
65441V200 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The response to Row 9 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item | |
| (b) | Percent of class:
The response to Row 11 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The response to Row 5 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item. | ||
| (ii) Shared power to vote or to direct the vote:
The response to Row 6 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The response to Row 7 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The response to Row 8 of the cover page for each reporting person is incorporated herein by reference and sets forth the information required by this item. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Partnership holds Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G |