Weatherford (WFRD) to acquire NCS Multistage; Advent may receive 818,604 shares

Rhea-AI Filing Summary

Weatherford International plc entered into a merger agreement to acquire NCS Multistage Holdings, Inc. On May 31, 2026, Weatherford and its wholly owned Merger Sub agreed that Merger Sub will merge into NCS Multistage, with NCS surviving as Weatherford's wholly owned subsidiary. Stockholders of NCS may elect Weatherford ordinary shares or a mix of shares and cash, subject to proration and adjustments. The transaction is conditioned on customary closing items, including regulatory approvals, and is expected to close in the third quarter of 2026. Advent‑NCS Acquisition L.P., which owns over 50% of NCS, could receive up to 818,604 Ordinary Shares depending on its election; those shares will be issued in a private placement under Section 4(a)(2) of the Securities Act.

Insights

M&A Counsel

Merger structured as stock-or-cash election; regulatory and customary closing conditions apply.

The agreement permits NCS stockholders to elect Weatherford ordinary shares or a cash-and-stock mix, with proration and customary adjustments. The filing notes the transaction is subject to regulatory approvals and other customary closing conditions; timing is anchored to the third quarter of 2026.

The filing states Advent owns over 50% of NCS and may receive up to 818,604 Ordinary Shares under a private placement relying on Section 4(a)(2). Future disclosures should show final consideration mix, closing conditions satisfaction, and any shareholder approvals.

Securities/Capital Markets Counsel

Issuance to a controlling holder will rely on a private placement exemption under Section 4(a)(2).

The company states the Ordinary Shares to be issued to Advent will be issued in reliance on Section 4(a)(2) as a private placement, based on representations from Advent in the merger and transaction agreements. The filing explicitly ties Weatherford's exemption claim to Advent's representations.

Documentation to watch for includes the purchaser representations and any registration or disclosure obligations post-closing; the excerpt does not state whether Weatherford will register any shares or seek shareholder approval.

Key Figures

Agreement date: May 31, 2026 Expected close: third quarter of 2026 Controlling holder stake: over 50% +2 more

5 metrics

Agreement date May 31, 2026 Merger Agreement executed

Expected close third quarter of 2026 Closing timing stated in Merger Agreement

Controlling holder stake over 50% Advent ownership of NCS Multistage

Maximum shares to Advent 818,604 Ordinary Shares Potential issuance to Advent depending on election

Securities Act exemption Section 4(a)(2) Private placement exemption cited for shares to Advent

Key Terms

Merger Agreement, Section 4(a)(2), private placement, proration

4 terms

Merger Agreement legal

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Section 4(a)(2) regulatory

"issued in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

private placement financial

"as a private placement by Weatherford not involving any public offering"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

proration financial

"eligible to elect ... or a mix of Ordinary Shares and cash, subject to proration and certain limitations"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

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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): May 31, 2026

Weatherford International plc

(Exact name of registrant as specified in its charter)

Ireland			001-36504			98-0606750
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

2000 St. James Place

,

Houston,

Texas

77056

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 713.836.4000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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			Name of each exchange on which registered
Ordinary shares, $0.001 par value per share			WFRD			The Nasdaq Global Select 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 3.02 Unregistered Sales of Equity Securities.

On May 31, 2026, Weatherford International plc (“Weatherford” or the “Company”) and Trinity Bell Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Weatherford (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NCS Multistage Holdings, Inc., a Delaware corporation (the “Target”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Target, with Target surviving the merger as a wholly owned subsidiary of Weatherford (the “Merger”). As set forth in the Merger Agreement, all stockholders of Target will be eligible to elect, in exchange for their shares of common stock in Target, ordinary shares of Weatherford (the “Ordinary Shares”) or a mix of Ordinary Shares and cash, subject to proration and certain limitations and adjustments. The Merger is subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the third quarter of 2026.

Advent-NCS Acquisition L.P. (“Advent”) is the largest stockholder of Target and owns over 50% of the outstanding common stock of Target. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Merger, Advent, depending on whether it elects all stock or a mix of cash and stock, could receive up to a total of 818,604 Ordinary Shares. The Ordinary Shares to be issued to Advent will be issued in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act as a private placement by Weatherford not involving any public offering. Weatherford’s reliance upon such exemption is based upon representations from Advent to support such exemption in the Merger Agreement and related transaction agreements.

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.

Weatherford International plc

Date: June 1, 2026

/s/ Scott C. Weatherholt

Scott C. Weatherholt

Executive Vice President, General Counsel and Chief Compliance Officer

FAQ

What did Weatherford (NCSM) agree to on May 31, 2026?

Weatherford agreed to merge its Merger Sub with NCS Multistage, making NCS a wholly owned subsidiary. The agreement allows NCS stockholders to elect Weatherford ordinary shares or a mix of shares and cash, subject to proration and adjustments.

When is the merger expected to close for Weatherford and NCS Multistage?

The filing states the merger is expected to close in the third quarter of 2026. Closing remains subject to customary conditions, including regulatory approvals; the excerpt does not list exact regulatory milestones or dates.

How much of NCS does Advent own and what may it receive?

The filing says Advent‑NCS Acquisition L.P. owns over 50% of NCS and could receive up to 818,604 Ordinary Shares of Weatherford depending on its election between stock and cash and on proration rules.

Will Weatherford register the shares issued to Advent?

The filing states the Ordinary Shares to be issued to Advent will be issued in reliance on Section 4(a)(2) as a private placement. It relies on Advent's representations; the excerpt does not state any registration plans or subsequent registration efforts.

What closing conditions are mentioned for the merger?

The filing notes the merger is subject to customary closing conditions, including regulatory approvals. Specific conditions, required approvals, or any stockholder votes are not enumerated in the provided excerpt.