NCS Multistage sets Weatherford deal closing timeline

Rhea-AI Filing Summary

NCS Multistage Holdings, Inc. (NCSM) reported that it has issued a press release announcing the anticipated election deadline and closing date for its pending acquisition by Weatherford International plc. The disclosure is furnished under a Regulation FD item, with the press release attached as Exhibit 99.1 and not incorporated by reference into Securities Act registration statements unless specifically identified.

The communication reiterates that it does not constitute an offer or solicitation to buy or sell securities or to solicit any vote or approval. It notes that Weatherford has filed a registration statement on Form S-4 covering Weatherford shares to be issued in the transaction and that NCS Multistage has mailed an information statement on Schedule 14C to its stockholders. Investors are directed to the Form S-4, the information statement/prospectus and any related SEC filings for detailed information about the proposed transaction.

Key Figures

Date of earliest event reported: August 24, 2026 Trading Symbol: NCSM Form S-4: Registration statement on Form S-4

3 metrics

Date of earliest event reported August 24, 2026 Date NCS Multistage issued the press release about the pending Weatherford acquisition

Trading Symbol NCSM Common Stock, $0.01 par value, listed on The Nasdaq Capital Market

Form S-4 Registration statement on Form S-4 Filed by Weatherford for shares to be issued in the proposed acquisition of NCS Multistage

Key Terms

registration statement on Form S-4, information statement on Schedule 14C, prospectus meeting the requirements of Section 10 of the Securities Act, Inline XBRL

4 terms

registration statement on Form S-4 regulatory

"Weatherford filed a registration statement on Form S-4 that also constitutes a prospectus"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

information statement on Schedule 14C regulatory

"NCS Multistage has filed an information statement on Schedule 14C"

prospectus meeting the requirements of Section 10 of the Securities Act regulatory

"No offer of securities shall be made except by means of a prospectus meeting the requirements"

Inline XBRL technical

"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What transaction involving NCSM is discussed in this Form 425/8-K?

The filing states that NCS Multistage Holdings, Inc. has a pending acquisition by Weatherford International plc. The company issued a press release announcing the anticipated election deadline and closing date for this proposed transaction, which is further described in Weatherford’s Form S-4 and NCS Multistage’s Schedule 14C.

What did NCSM announce on August 24, 2026 regarding the Weatherford deal?

On August 24, 2026, NCS Multistage announced via press release the anticipated election deadline and closing date for its pending acquisition by Weatherford. That press release is attached as Exhibit 99.1 and is furnished under a Regulation FD item rather than filed for Securities Act purposes.

How are NCSM investors supposed to get detailed information about the Weatherford acquisition?

The filing explains that investors should review Weatherford’s registration statement on Form S-4, which includes a prospectus for Weatherford shares to be issued, and NCS Multistage’s information statement on Schedule 14C. These SEC filings contain important information about the proposed transaction.

Does this NCSM communication constitute an offer to buy or sell securities?

No. The communication explicitly states it is not an offer or solicitation to sell or buy any securities, nor a solicitation of any vote or approval. Any offer of securities would only be made through a prospectus meeting Section 10 of the Securities Act or an exempt transaction.

Is the NCSM press release about the Weatherford transaction incorporated into registration statements?

The filing states the press release is furnished, not filed under a Regulation FD item. It will not be incorporated by reference into any NCS Multistage registration statement under the Securities Act unless a particular registration statement specifically identifies it as incorporated.

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Available on EDGAR 08/24/2026 - 05:04 PM Accepted by SEC EDGAR 08/24/2026 - 05:03 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2026

NCS Multistage Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38071		46-1527455
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)
19350 State Highway 249, Suite 600, Houston, Texas				77070
(Address of principal executive offices)				(Zip Code)

(281) 453-2222

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		NCSM		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On August 24, 2026, NCS Multistage Holdings, Inc. (“NCS Multistage”) issued a press release announcing the anticipated election deadline and closing date of its pending acquisition by Weatherford International plc (“Weatherford”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in the press release is being furnished, not filed, pursuant to Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by NCS Multistage under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act.

Additional Information About the Transaction and Where to Find It

In connection with the proposed transaction, Weatherford filed a registration statement on Form S-4 (the “Form S-4”) that also constitutes a prospectus of Weatherford with respect to the shares of Weatherford to be issued in the proposed transaction (the “prospectus”) and NCS Multistage has filed an information statement on Schedule 14C, with the Securities and Exchange Commission (the “SEC”) and mailed that information statement to NCS Multistage stockholders. Each of Weatherford and NCS Multistage may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form S-4, prospectus, the information statement or any other document that Weatherford or NCS Multistage may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders can obtain free copies of the Form S-4 and the information statement/prospectus and other documents containing important information about Weatherford, NCS Multistage and the proposed transaction through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Weatherford will be available free of charge on Weatherford’s website at https://weatherford.com/investor-relations/home. Copies of the documents filed with, or furnished to, the SEC by NCS Multistage are available free of charge on NCS Multistage’s website at https://ir.ncsmultistage.com. The information included on, or accessible through, Weatherford’s or NCS Multistage’s website is not incorporated by reference into this communication.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
99.1		Press release dated August 24, 2026 titled “Weatherford and NCS Multistage Announce Anticipated Election Deadline and Closing Date.”
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NCS MULTISTAGE HOLDINGS, INC.
By:		/s/ Mike Morrison
		Mike Morrison
		Chief Financial Officer and Treasurer

Date: August 24, 2026