Weatherford to acquire NCS Multistage in stock-heavy deal
Rhea-AI Filing Summary
NCS Multistage Holdings, Inc. agreed to be acquired by Weatherford International plc, with NCS becoming a wholly owned subsidiary after a merger with a Weatherford subsidiary, subject to customary regulatory and closing conditions and targeted for completion in the second half of 2026.
NCS stockholders can elect either 0.5537 Weatherford ordinary shares per NCS share or a mixed package of cash equal to 0.1371 Weatherford shares plus 0.2392 Weatherford shares, with unelected shares defaulting to the stock-only option. On a blended basis, Weatherford expects this to equal 0.463 Weatherford shares per NCS share, with up to 19.99% of the equity consideration payable in cash. Weatherford expects at least $15 million of annual cost synergies within 18 months of closing.
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Insights
Weatherford is using stock-heavy consideration to acquire NCS with defined synergies and clear closing conditions.
The transaction is structured as a merger where NCS becomes a wholly owned Weatherford subsidiary. NCS stockholders can choose all-stock or a mix of stock and cash, with Weatherford estimating a blended value of 0.463 of its shares per NCS share and a cash cap of 19.99% of total equity consideration.
Weatherford targets at least $15 million in annual cost synergies within 18 months of closing, framing the deal as strategically complementary in completions and unconventional resources. The merger includes standard protections such as an Outside Date of May 31, 2027, mutual termination rights, and reverse and standard termination fees of $9.7 million and $5.5 million, respectively, which help allocate execution risk between the parties.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Form S-4 regulatory
Material Adverse Effect financial
performance stock unit financial
Max Value Cap financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did NCS Multistage (NCSM) announce with Weatherford?
What will NCS Multistage stockholders receive in the Weatherford deal?
What is the blended exchange ratio for the NCSM–Weatherford merger?
When is the NCS Multistage and Weatherford transaction expected to close?
What synergies are expected from Weatherford’s acquisition of NCS Multistage?
Have NCS Multistage stockholders approved the Weatherford merger?
Are there termination fees in the NCSM–Weatherford merger agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2026, NCS Multistage Holdings, Inc., a Delaware corporation (“NCS”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among NCS, Weatherford International plc, an Irish public limited company (“Weatherford”), and Trinity Bell Sub, Inc., a Delaware corporation and wholly owned subsidiary of Weatherford (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into NCS (the “Merger”), with NCS surviving the Merger as a wholly owned subsidiary of Weatherford. Each of the board of directors of Weatherford and the board of directors of NCS (the “NCS Board”) has unanimously approved the Merger Agreement. The Merger is subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2026.
Each holder of common stock of NCS, par value $0.01 per share (the “NCS Common Stock”), excluding any excluded shares, will have the right to elect to receive from Weatherford at the effective time of the Merger (the “Effective Time”) for each share of NCS Common Stock held: (a) 0.5537 ordinary shares, par value $0.001 per share of Weatherford (the “Ordinary Shares”), which is 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 as of the Effective Time (subject to a maximum cash election amount), and (2) 0.2392 Ordinary Shares (collectively, the “Mixed Consideration” and, together with the Share Consideration, the “Merger Consideration”). At the Effective Time, the NCS Common Stock that is held by holders that do not timely make an election will convert into the right to receive the Share Consideration.
At the Effective Time, (i) (a) each NCS restricted stock unit (“NCS RSU”) and NCS equivalent stock unit (“NCS ESU”) (other than each NCS RSU granted to a non-employee director of NCS (“NCS DSU”)) that is outstanding immediately prior to closing, whether or not vested, will be assumed by Weatherford (the “Assumed RSUs”), (b) each Assumed RSU will continue to have, and be subject to, the same terms and conditions, including vesting and forfeiture restrictions, provided that with respect to each NCS ESU, the Max Value Cap (as defined in the applicable award agreement) will cease to apply to such NCS ESU and (c) each Assumed RSU will automatically be converted into an award covering a number of Ordinary Shares equal to the product of the number of shares of NCS 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) each NCS option (“NCS Option”), whether vested or unvested, that is outstanding immediately prior to closing and has a per share exercise price less than the value of the Share Consideration will be assumed by Weatherford (the “Assumed Options”), and each Assumed Option will continue to have, and be subject to, the same terms and conditions, including vesting and forfeiture restrictions, and will automatically be converted into an option to acquire a number of Ordinary Shares equal to the product of the number of shares of NCS Common Stock underlying such NCS Option multiplied by the Share Consideration Exchange Ratio, rounded down to the nearest whole number, with an adjusted exercise price, and (b) each NCS Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time and has a per share exercise price equal to or greater than the value of the Share Consideration will, at the Effective Time, be cancelled without consideration and be of no further force and effect; and (iii) (a) each NCS performance stock unit (“NCS PSU”) that is outstanding immediately prior to closing, whether or not vested, will be assumed by Weatherford (the “Assumed PSUs”), (b) each Assumed PSU will continue to have, and be subject to, the same terms and conditions, including vesting and forfeiture restrictions, except that the performance goals will be deemed satisfied at the greater of target and actual level of achievement as of the date of the Merger Agreement, as determined by the NCS Board, and (c) each Assumed PSU will automatically be converted into an award covering a number of Ordinary Shares based on the Share Consideration Exchange Ratio. NCS DSUs will automatically vest and settle in shares of NCS Common Stock immediately prior to the Effective Time.
The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) obtaining a written consent from Consenting Stockholders to approve and adopt the Merger Agreement, which consent has been obtained as outlined below; (ii) no law, injunction, judgment, order or decree exists that would prohibit the Merger; (iii) the expiration or termination of review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the receipt of certain other material regulatory consents and approvals; (v) a registration statement on Form S-4 to be filed in connection with the Merger has been declared effective by the Securities and Exchange Commission (the “SEC”); (vi) accuracy of representations and warranties of the respective parties which are generally subject to customary materiality qualifiers; (vii) performance of obligations and compliance with covenants in the Merger Agreement in all material respects; (viii) delivery by an executive officer of each
party of a customary officer’s certificate; (ix) no Material Adverse Effect has occurred with respect to either party; (x) receipt by NCS of a certain closing tax opinion; and (xi) NCS taking certain actions with respect to pending Canadian tax matters.
On May 31, 2026, holders of more than 50% of the outstanding NCS Common Stock executed and delivered a written consent adopting and approving the Merger Agreement, which consent (the “NCS Stockholder Consent”) became effective immediately following the execution of the Merger Agreement. As a result of the NCS Stockholder Consent, no further approval by the stockholders of NCS is required to consummate the transactions contemplated by the Merger Agreement.
The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of NCS’s and Weatherford’s business between the date of the signing of the Merger Agreement and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed, including actions which may be necessary to obtain the required regulatory consents and approvals for the transaction.
The Merger Agreement contains certain customary termination rights for NCS and Weatherford, including, among others, (i) the right of either party to terminate (a) with mutual written consent, (b) if the Merger has not been completed by May 31, 2027 (the “Outside Date”), and (c) if a final, nonappealable order prevents the consummation of the Merger; (ii) NCS may terminate if (a) NCS enters into a definitive agreement providing for a Superior Proposal provided NCS has complied with certain no-shop obligations, (b) Weatherford has breached any representation, warranty or covenant such that a condition to closing cannot be satisfied, and the breach cannot be cured (or such breach remains uncured for 30 days) after the NCS’s written notice of such breach, and (c) a novation contemplated by the Merger Agreement is not effective by the day following the date on which the closing of Weatherford’s pending redomestication occurs, assuming closing (the “Novation”); and (iii) Weatherford may terminate if NCS has breached any representation, warranty or covenant such that a condition to closing cannot be satisfied, and the breach cannot be cured (or such breach remains uncured for 30 days) after Weatherford’s written notice of such breach.
The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, (i) Weatherford will be obligated to pay a termination fee of $9,700,000 if (a) the Merger Agreement is terminated by NCS pursuant to a failure to timely effect the Novation or (b) the Merger Agreement is terminated by NCS due to Weatherford’s breach of certain specified conditions of the merger, and NCS elects to receive the termination fee and (ii) NCS will be obligated to pay a termination fee of $5,500,000 if NCS terminates the Merger Agreement to enter into a definitive agreement providing for a superior proposal or if Weatherford terminates the Merger Agreement after the NCS Board has effected a change of its recommendation.
The directors and officers of Merger Sub immediately prior to the Effective Time will become the directors and officers, respectively, of the Surviving Corporation.
The foregoing description of 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 filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about NCS, Weatherford or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of NCS, Weatherford or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in NCS’s or Weatherford’s public disclosures.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 31, 2026, the NCS Stockholder Consent became effective immediately following the execution of the Merger Agreement. As a result of the NCS Stockholder Consent, no further approval by the stockholders of NCS is required to consummate the transactions contemplated by the Merger Agreement. NCS will file with the SEC and mail to its stockholders an information statement describing the transactions contemplated by the Merger Agreement.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01 | Other Events. |
On June 1, 2026, NCS and Weatherford issued a joint press release captioned “Weatherford Announces Definitive Agreement to Acquire NCS Multistage, Expanding Completions Portfolio and Unconventional Resource Exposure”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. In connection with the proposed Merger, 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 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 and the proposed Merger, 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 the SEC by NCS will be available free of charge on NCS’s internet website at https://ir.ncsmultistage.com. Copies of the documents filed with the SEC by Weatherford will be available free of charge on Weatherford’s internet website at https://weatherford.com/investor-relations/home. The information included on, or accessible through, Weatherford’s or NCS’s website is not incorporated by reference into this communication.
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 and NCS, 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’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, 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’s Annual Report on Form 10-K for the year ended December 31, 2025, and, in each case, in subsequent filings with the SEC. 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 Weatherford’s or NCS’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and Weatherford and NCS undertake 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of May 31, 2026, by and among NCS Multistage Holdings, Inc., Weatherford International plc and Trinity Bell Sub, Inc.† | |
| 99.1 | Joint Press Release, dated June 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document). | |
| † | Schedules have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
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: June 1, 2026
Exhibit 99.1
|
|
NEWS RELEASE
Weatherford Announces Definitive Agreement to Acquire NCS Multistage, Expanding Completions Portfolio and Unconventional Resource Exposure
HOUSTON, June 1, 2026 - Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the “Company”) and NCS Multistage Holdings, Inc. (NASDAQ: NCSM) (“NCS Multistage”) today announced that Weatherford has entered into a definitive agreement to acquire NCS Multistage. Under the terms of the agreement, NCS Multistage stockholders have an election to receive either Weatherford common stock or a combination of Weatherford common stock and cash. On a blended basis, this is expected to be the equivalent of 0.463 shares of Weatherford common stock for each NCS Multistage share with up to 19.99% of this payable in cash. Annual cost synergies are expected to be at least $15 million and be realized within 18 months of closing. The deal is expected to be immediately accretive to adjusted Free Cash Flow per share.
NCS Multistage brings a complementary technology portfolio aimed at supporting the optimization of oil and gas well completions and field development strategies. Its solutions are designed to enhance reliability and performance in complex well environments and are widely recognized for engineering rigor and capital-efficient deployment.
Compelling Strategic Benefits
The acquisition is expected to complement and enhance Weatherford’s portfolio by:
| • | Expanding offerings in the well completions segment, while deepening Weatherford’s capabilities in the unconventional space. |
| • | Supporting the delivery of differentiated, technology-enabled solutions that help customers improve operational and production outcomes. |
| • | Providing an avenue for further growth of NCS Multistage’s portfolio by leveraging Weatherford’s international footprint. |
Girish Saligram, Weatherford’s President and Chief Executive Officer, commented, “The acquisition of NCS Multistage is a natural complement to our completions strategy and enhances the application fit of our well construction products portfolio. NCS Multistage’s technology is expected to enhance our ability to serve customers across the completion lifecycle, from well design through production optimization and late-life interventions, while deepening our exposure to the growing unconventional resource market. We expect to realize at least $15 million in annual run-rate cost synergies over a period of 18 months. Additionally, we see a meaningful opportunity to create additional value by bringing this technology to our global customer base, and we look forward to welcoming NCS Multistage into Weatherford.”
Ryan Hummer, NCS Multistage’s Chief Executive Officer, commented, “This is a significant step for NCS Multistage that we believe positions our business—and the talented people who built it—for the next phase of growth as part of a leading global energy services company. I am proud of the company that our team at NCS Multistage has built, and it is clear from our interactions that Weatherford recognizes the strength of our technology, the quality of our operations, and the commitment of our people. This combination creates an opportunity for our products, technology, and people to reach a broader set of customers and markets faster than we could on our own, supported by Weatherford’s financial strength and international footprint, providing long-term opportunity and value for our stakeholders.”
Transaction Details and Approvals
The transaction has been approved by the Board of Directors of Weatherford, the Board of Directors of NCS Multistage, and the controlling stockholder of NCS Multistage that owns more than 50% of NCS Multistage’s outstanding common stock. The transaction is subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2026. Until the transaction closes, Weatherford and NCS Multistage will continue to operate as separate, independent companies.
Under the terms of the agreement, NCS Multistage stockholders can elect to receive either 0.554 shares of Weatherford common stock at closing, or a combination of 0.239 shares of Weatherford common stock and a cash amount equal to 0.137 shares of Weatherford common stock at closing, subject to proration and certain limitations and adjustments. On a blended basis, this is expected to be the equivalent of 0.463 shares of Weatherford common stock with up to 19.99% of the total equity consideration payable in cash.
Advisors
King & Spalding LLP is acting as legal counsel to Weatherford and Baker Botts L.L.P. is acting as legal counsel to NCS Multistage. Piper Sandler & Co. is serving as financial advisor to NCS Multistage.
About Weatherford
Weatherford is a global energy services company that helps customers drill smarter, complete wells more effectively, and maximize production across the entire well lifecycle. With a differentiated portfolio of market-leading solutions, integrated technologies, and a broad global customer footprint across six continents, we blend advanced engineering, digital intelligence, and world-class field expertise to reduce risk, improve performance, and maximize the value of customer assets. Together, we elevate every operation, delivering stronger wells, sharper decisions, and better energy for the world. Visit weatherford.com for more information and connect with us on social media.
About NCS Multistage
NCS Multistage is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completion and field development strategies. NCS Multistage provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly those that have been drilled with horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS Multistage’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets, including the North Sea, the Middle East and Argentina. Visit ncsmultistage.com for more information.
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 and 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; Weatherford’s ability to receive, in a timely manner and on satisfactory terms, required shareholder and court approval, and to satisfy the other conditions to the proposed redomestication within the expected timeframe or at all; our ability to realize the expected benefits from the proposed redomestication; the occurrence of difficulties in connection with the redomestication, including any costs related thereto; the risk that the proposed redomestication disrupts current plans and operations; global political, economic and market conditions, political disturbances, war or other global conflicts, terrorist attacks, public health issues such as pandemics, changes in global trade policies, tariffs and sanctions, weak local economic conditions and international currency fluctuations; general global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; 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 Weatherford’s or NCS Multistage’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and Weatherford and NCS Multistage undertake 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.
# # #
For Investors:
Luke Lemoine
Weatherford Investor Relations
+1 713-836-7777
investor.relations@weatherford.com
Mike Morrison
NCS Multistage Holdings Chief Financial Officer and Treasurer
+1 281-453-2222
ir@ncsmultistage.com
For Media:
Kelley Hughes
Weatherford Corporate Communications, Marketing & Sustainability
media@weatherford.com