NCS Multistage to be Acquired by Weatherford

Rhea-AI Filing Summary

NCS Multistage Holdings, Inc. agreed to be acquired by Weatherford International plc in a transaction consisting of cash and stock, with closing expected in the second half of 2026, subject to certain customary closing conditions, including regulatory approvals. Until closing, the companies will operate separately and suppliers should continue usual billing and contact practices.

Insights

M&A Counsel

Deal announced as a cash-and-stock acquisition, conditional on regulatory approvals.

The announcement states the transaction is a combination of cash and stock and that closing is expected in the second half of 2026, subject to certain customary closing conditions, including regulatory approvals. The communication directs suppliers to maintain current operational relationships until closing.

Execution risk hinges on obtaining regulatory approvals and satisfying closing conditions; subsequent filings (the Form S-4 and Schedule 14C) will provide the merger agreement terms, consideration detail, and required shareholder disclosures.

Energy Services Industry Analyst

Combination frames broader product and geographic reach, per the companies' announcement.

The email describes Weatherford as a global energy services company and states the combination will bring a "broader, more integrated set of solutions" across well life-cycle services. Operational continuity is emphasized for NCS, Repeat Precision, and ResMetrics until the transaction closes.

Key items to watch in subsequent filings include detailed consideration split (cash vs. stock), integration plans, and any disclosed estimates of synergies; timing and regulatory outcomes will determine near-term operational and contractual impacts.

Key Figures

Announcement date: June 1, 2026 Expected closing period: second half of 2026 Filing plans: Form S-4 and Schedule 14C

3 metrics

Announcement date June 1, 2026 Email to suppliers announcing the transaction

Expected closing period second half of 2026 Closing expected timing, <date>second half of 2026</date>

Filing plans Form S-4 and Schedule 14C Weatherford to file Form S-4; NCS to file Schedule 14C

Key Terms

Form S-4, Schedule 14C, forward-looking statements, cash and stock

4 terms

Form S-4 regulatory

"Weatherford intends to file a registration statement on Form S-4"

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 financial

"This communication includes statements ... constitute "forward-looking statements""

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.

cash and stock financial

"agreed to be acquired by Weatherford ... 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 to suppliers?

NCS Multistage announced an agreement to be acquired by Weatherford in a cash-and-stock transaction. The email states operations will remain separate and suppliers should continue existing invoicing and contact procedures through closing in the second half of 2026.

When is the Weatherford–NCS Multistage transaction expected to close?

The companies currently expect the transaction to close in the second half of 2026. The email notes the timing is subject to certain customary closing conditions, including regulatory approvals and that closing is not guaranteed.

Will suppliers see changes to invoicing or contacts during the deal process?

No immediate changes are planned: suppliers were told to continue sending invoices to the same groups and to keep day-to-day contacts unchanged. The message applies to NCS, Repeat Precision, and ResMetrics until the transaction closes.

Where will I find detailed transaction disclosures for NCSM and Weatherford?

Weatherford intends to file a Form S-4 and NCS Multistage intends to file a Schedule 14C; both companies may file additional SEC documents. Copies will be available free on the SEC website and each company’s investor relations site.

Does the announcement guarantee the deal will complete?

No. The communication cautions that the transaction is subject to risks and uncertainties, including regulatory approvals and other closing conditions, and explicitly states that the anticipated timing and benefits are forward-looking and not guaranteed.

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

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Accepted by SEC EDGAR 06/01/2026 - 07:50 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 suppliers 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 likely 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. We believe this combination will allow us to deliver an even broader, more integrated set of solutions to customers across the full life of the well — supported by Weatherford’s scale, technology, 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. Importantly, there will be no changes to the way we work with you as a result of the pending transaction. Your day-to-day contacts remain the same, and you should continue to send all invoices to the same groups as you do today.

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 work together.

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.