Introductory Note
On September 1, 2026 (the “Closing Date”), pursuant to the Agreement and Plan of Merger, dated as of May 31, 2026 (the “Merger Agreement”), by and among Weatherford International plc, an Irish public limited company (“Parent”), Trinity Bell Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NCS Multistage Holdings, Inc., a Delaware corporation (the “Company”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on June 2, 2026 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the completion of the Merger, on the Closing Date, the Company terminated all outstanding commitments under that certain Credit Agreement, dated as of May 3, 2022, by and among the Company, Pioneer Investment, Inc., NCS Multistage, LLC, NCS Multistage Inc., the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, restated and amended and restated from time to time, the “Credit Agreement”). In connection with the termination of the Credit Agreement, on the Closing Date, all outstanding obligations under the Credit Agreement were paid off in full, and all liens securing such obligations and guarantees of such obligations were released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time was converted into the right for each holder to elect to receive: (a) 0.5537 ordinary shares, par value $0.001 per share, of Parent (the “Ordinary Shares”), which are not subject to any cap or proration (the “Share Consideration” and such exchange ratio, the “Share Consideration Exchange Ratio”) or (b) (1) cash in an amount equivalent to 0.1371 Ordinary Shares at the closing price of the Ordinary Shares on The Nasdaq Global Select Market on the last complete trading day prior to the Closing Date of $97.77 (subject to a “Maximum Cash Election Amount” as defined in the Merger Agreement), and (2) 0.2392 Ordinary Shares (collectively, the “Mixed Consideration” and, together with the Share Consideration, the “Merger Consideration”).
Additionally, at the Effective Time, (i) (a) Parent assumed each restricted stock unit of the Company (each, a “Company RSU”) and each equivalent stock unit of the Company (each, a “Company ESU” and, together with the Company RSUs, the “Assumed RSUs”) (other than each Company RSU granted to a non-employee director of the Company (each, a “Company DSU”)) that was outstanding immediately prior to closing, whether or not vested, (b) each Assumed RSU continues to have, and be subject to, the same terms and conditions, including vesting and forfeiture restrictions, provided that with respect to each Company ESU, the Max Value Cap (as defined in the applicable award agreement) ceased to apply to such Company ESU, and (c) each Assumed RSU was converted into an award covering a number of Ordinary Shares equal to the product of the number of shares of Company Common Stock subject to the Assumed RSU immediately prior to the Effective Time, multiplied by the Share Consideration Exchange Ratio, rounded down to the nearest whole share; (ii) (a) Parent assumed each stock option of the Company (each, a “Company Option”), whether vested or unvested, that was outstanding immediately prior to closing and had a per share exercise price less than the value of the Merger Consideration (the “Assumed Options”), and each Assumed Option continues to have, and be subject to, the same terms and conditions, including vesting and forfeiture restrictions, and was converted into an option to acquire a number of Ordinary Shares equal to the product of the number of shares of Company Common Stock underlying such Company Option multiplied by the Share Consideration Exchange Ratio, rounded down to the nearest whole number, with an exercise price per share equal to the quotient obtained by dividing (A) the per share exercise price of such Company Option, by (B) the Share Consideration Exchange Ratio, rounded up to the nearest whole cent, and (b) each Company Option, whether vested or unvested, that was outstanding immediately prior to the Effective Time and had a per share exercise price equal to or greater than the value of the Merger Consideration was, at the Effective Time, canceled without consideration; and (iii) (a) Parent assumed each performance stock unit of the Company that was outstanding immediately prior to closing, whether or not vested (each, an
