NCS Multistage to be Acquired by Weatherford

NCS Multistage Holdings, Inc. agreed to be acquired by Weatherford International plc in a transaction consisting of cash and stock.

Rhea-AI Filing Summary

NCS Multistage Holdings, Inc. agreed to be acquired by Weatherford International plc in a transaction consisting of cash and stock. The companies expect the transaction to close in the second half of 2026, subject to certain customary closing conditions, including regulatory approvals. Until closing, NCS, Repeat Precision, and ResMetrics will operate as separate, independent companies under their current names with no changes to product offerings, services, or commercial agreements; the companies describe this as "business as usual." Weatherford intends to file a Form S-4 and NCS intends to file a Schedule 14C; investors are directed to those filings for complete details.

Insights

M&A Counsel

Deal announced as cash-and-stock merger; closing conditional on regulatory approvals.

The announcement states a definitive agreement to combine NCS Multistage with Weatherford in a transaction comprising cash and stock. The companies note the closing is expected in the second half of 2026, subject to certain customary closing conditions, including regulatory approvals.

Regulatory review and customary closing conditions are explicit constraints; timing and final economic terms will appear in Weatherford’s Form S-4 and NCS’s Schedule 14C when filed. Subsequent SEC filings will disclose vote mechanics, consideration mix, and any required approvals.

Energy Services Industry Analyst

Companies describe complementary product portfolios and continuity of operations until closing.

The communication emphasizes that NCS, Repeat Precision, and ResMetrics will continue operating under existing names and commercial agreements with unchanged points of contact and support levels. The buyer is described as having scale, technology, supply chain, and global reach complementary to NCS.

Operational continuity is the stated near-term plan; realization of synergies and integration risks are mentioned as typical uncertainties. Material financial impacts, synergy estimates, and transaction consideration breakdown are to be provided in the forthcoming S-4 and related filings.

Key Figures

Announcement date: June 1, 2026 Expected closing: second half of 2026 Form to be filed by Weatherford: Form S-4 +1 more

4 metrics

Announcement date June 1, 2026 customer email announcing the agreement

Expected closing second half of 2026 expected timing, <b>subject to certain customary closing conditions, including regulatory approvals</b>

Form to be filed by Weatherford Form S-4 registration statement/prospectus for shares to be issued in the proposed transaction

Information statement to be filed by NCS Schedule 14C information statement for the proposed transaction

Key Terms

Form S-4, Schedule 14C, forward-looking statements, customary closing conditions, +1 more

5 terms

Form S-4 regulatory

"Weatherford intends to file a registration statement on Form S-4 (the “Form S-4”) that also constitutes a prospectus"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

Schedule 14C regulatory

"NCS Multistage intends to file an information statement on Schedule 14C"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

forward-looking statements regulatory

"This communication includes statements ... constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

customary closing conditions other

"subject to certain customary closing conditions, including regulatory approvals"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

cash and stock financial

"agreed to be acquired by Weatherford International plc in a transaction consisting of cash and stock"

An offer or payment described as “cash and stock” means the buyer will pay part of the purchase price in cash and part in shares of its own stock. For investors this matters because cash gives immediate value while stock transfers ownership and future risk: receiving shares can dilute existing holders and ties the deal’s worth to the buyer’s future share price, similar to being paid half in cash and half in the buyer’s IOU that can rise or fall in value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NCS Multistage (NCSM) announce about a deal with Weatherford?

NCS Multistage announced a definitive agreement to be acquired by Weatherford in a transaction consisting of cash and stock. The companies expect closing in the second half of 2026, subject to certain customary closing conditions, including regulatory approvals.

Will NCS Multistage change its products, services, or contacts during the pending transaction?

No. The notice states NCS, Repeat Precision, and ResMetrics will continue to operate under their current names with the same teams, products, and points of contact, and there will be no changes to current commercial agreements until closing.

Where will I find the official transaction terms and shareholder materials for NCSM?

Weatherford intends to file a Form S-4 and NCS intends to file a Schedule 14C with the SEC; those filings and any amendments will contain the formal terms, consideration details, and related information for shareholders.

What conditions could delay or prevent the NCS Multistage and Weatherford transaction?

The companies cite customary closing conditions, including regulatory approvals, possible integration difficulties, and other risks such as legal proceedings and unforeseen liabilities as factors that could affect timing or completion.

Can customers expect service disruptions from the pending combination?

The email states it is "business as usual," pledging the same level of sales, engineering support, technical service, and operational excellence, and asks customers to contact their regular NCS, Repeat Precision, or ResMetrics contacts with questions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 07:49 PM Learn about SEC filing dates

Filed by NCS Multistage Holdings, Inc.

(Commission File No. 001-38071)

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: NCS Multistage Holdings, Inc.

(Commission File No. 001-38071)

The following email was sent to customers of NCS Multistage Holdings, Inc. on June 1, 2026:

Subject: NCS Multistage to Combine with Weatherford

Dear [NAME],

I am writing with an important update about NCS Multistage. Today, we announced that NCS has agreed to be acquired by Weatherford International plc in a transaction consisting of cash and stock. You can read the joint press release here:

https://ir.ncsmultistage.com/news-releases/news-release-details/weatherford-announces-definitive-agreement-acquire-ncs

As you know, Weatherford is a leading global energy services company with a deep product and services portfolio across drilling, well construction, completions, and production, and an international footprint that spans dozens of countries. Their products and services are highly complementary to ours, and we believe this combination will allow us to deliver an even broader, more integrated set of solutions across the full life of the well — supported by Weatherford’s scale, technology, supply chain, and global reach.

Until the transaction closes, which we currently expect in the second half of 2026, subject to certain customary closing conditions, including regulatory approvals, NCS and Weatherford will continue to operate as separate, independent companies. This applies equally across NCS, Repeat Precision, and ResMetrics, each will continue to operate under its current name with the same teams, products, and points of contact. It is business as usual. There will be no changes to our current product offerings, services, or commercial agreements as a result of the pending transaction, and you can expect the same level of sales and engineering support, technical service, and operational excellence you have come to know from our team.

We are committed to a smooth transition and to keeping you informed as we work toward closing. If you have any questions, please reach out to me or to your regular contact at [[NCS][Repeat Precision][ResMetrics]].

Thank you for your continued partnership and we look forward to continuing to serve you.

Best regards,

[NAME]

[TITLE]

Forward-Looking Statements

This communication includes statements, which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements, can be identified by the use of terms such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “outlook,” “budget,” “intend,” “strategy,” “plan,” “guidance,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. These statements include, but are not limited to, statements about the expected timing and completion of the proposed transaction between Weatherford International plc (“Weatherford”) and NCS Multistage Holdings, Inc. (“NCS Multistage”), the anticipated benefits of the proposed transaction, and plans and expectations for the new combined company after the completion of the proposed transaction. Such statements are based upon the current beliefs of Weatherford’s and NCS Multistage’s management and are subject to significant risks, assumptions, and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Readers are cautioned that forward-looking statements are only estimates and may differ materially from actual future events or results, based on factors including but not limited to the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite regulatory approvals; risks related to difficulties, inabilities or delays in integrating the parties’ businesses; the ability to realize the anticipated benefits of the proposed transaction, including estimated synergies; the occurrence of any event, change or other circumstance that could give rise to the right of either or both parties to terminate the Merger Agreement; the potential impact of the announcement or consummation of the proposed transaction on the parties’ stock price and on their respective business, contractual and operational relationships; risks related to business disruptions from the proposed transaction that may harm the business or current plans and operations of either or both parties, including diversion of management time from ongoing business operations; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of either or both parties to hire and retain key personnel; the outcome of any legal proceedings that may be instituted against Weatherford or NCS Multistage, or their respective directors; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; as well as the factors and risks described in Weatherford’s Annual Report on Form 10-K for the year ended December 31, 2025 and NCS Multistage’s Annual Report on Form 10-K for the year ended December 31, 2025, and, in each case, in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable factors not discussed in this communication could also have material adverse effects on forward-looking statements. You should not place undue reliance on any of NCS Multistage’s forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and NCS Multistage undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

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 of 1933, as amended (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 intends to file 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 intends to file an information statement on Schedule 14C, with the Securities and Exchange Commission (the “SEC”). 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 or prospectus 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 will be able to obtain free copies of the Form S-4 and the information statement/prospectus (if and when available) and other documents containing important information about Weatherford, NCS Multistage and the proposed transaction, once such documents are filed with the SEC 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 will be 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.