NCS director exits 125K shares in merger payout
Rhea-AI Filing Summary
NCS Multistage Holdings, Inc. (NCSM) reported that director Robert Nipper disposed of all his common stock in connection with a merger. On 2026-09-01, 36,676 directly held shares and 88,596 indirectly held shares through the Nipper Family Limited Partnership were returned to the issuer. Under the merger agreement, each canceled NCSM share was converted into the right to receive either 0.5537 ordinary shares of the acquirer or a mix of cash based on 0.1371 times the acquirer’s 2026-08-31 closing price plus 0.2392 acquirer shares, subject to a maximum cash election amount.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 125,272 shares
Net Sell
2 txns
Insider
Nipper Robert
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1 | 36,676 | -- | -- |
| Disposition | Common Stock F1 | 88,596 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Nipper Family Limited Partnership)
Footnotes (1)
- F1. Pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated May 31, 2026, by and among Weatherford International plc ("Parent"), Trinity Bell Sub, Inc. and NCS Multistage Holdings, Inc. (the "Company"), immediately prior to the effective time of the transactions contemplated thereby (the "Effective Time"), each share of the Company's common stock, par value $0.01 per share ("Common Stock"), was canceled and converted into the right to receive, at the Reporting Person's election: (i) 0.5537 ordinary shares, par value $0.001 per share, of Parent ("Parent Ordinary Shares"); or (ii) a combination of (A) cash in an amount equal to the product of (x) 0.1371 and (y) the closing price for the Parent Ordinary Shares on the Nasdaq Global Select Market on August 31, 2026, subject to a maximum cash election amount; and (B) 0.2392 Parent Ordinary Shares.
Key Figures
Direct shares disposed: 36,676 shares of Common Stock
Indirect shares disposed: 88,596 shares of Common Stock
Shares held after transaction (direct): 0 shares
+4 more
7 metrics
Direct shares disposed
36,676 shares of Common Stock
Disposition to issuer on 2026-09-01 by Robert Nipper
Indirect shares disposed
88,596 shares of Common Stock
Disposition to issuer on 2026-09-01 by Nipper Family Limited Partnership
Shares held after transaction (direct)
0 shares
Direct holdings of NCSM Common Stock following 2026-09-01 disposition
Shares held after transaction (indirect)
0 shares
Indirect holdings via Nipper Family Limited Partnership following 2026-09-01 disposition
Stock-for-stock merger election ratio
0.5537 Parent Ordinary Shares per NCSM share
Election option under the Agreement and Plan of Merger
Cash component multiplier
0.1371 × acquirer closing price
Cash portion per NCSM share, based on acquirer’s 2026-08-31 Nasdaq Global Select Market close
Mixed consideration share component
0.2392 Parent Ordinary Shares per NCSM share
Share portion of mixed cash-and-stock election under the merger
Key Terms
Agreement and Plan of Merger, Effective Time, Parent Ordinary Shares, Nasdaq Global Select Market, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated May 31, 2026,"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"immediately prior to the effective time of the transactions contemplated thereby (the "Effective Time"),"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Nasdaq Global Select Market market
"the closing price for the Parent Ordinary Shares on the Nasdaq Global Select Market on August 31, 2026,"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
maximum cash election amount financial
"subject to a maximum cash election amount; and (B) 0.2392 Parent Ordinary Shares."
FAQ
What did NCSM director Robert Nipper report in this Form 4?
He reported dispositions of 36,676 directly held NCS Multistage Holdings, Inc. common shares and 88,596 indirectly held shares, all returned to the issuer on 2026-09-01 in connection with a merger transaction that canceled and converted each NCSM share into merger consideration.
What role does the Nipper Family Limited Partnership play in this NCSM Form 4?
The Form 4 reports that 88,596 NCS Multistage Holdings, Inc. common shares were indirectly owned "By Nipper Family Limited Partnership" and were disposed of to the issuer on 2026-09-01 under the same merger terms applicable to other NCSM common shares.
What is the date of the merger agreement involving NCSM mentioned in this Form 4?
The footnote states that the Agreement and Plan of Merger involving NCS Multistage Holdings, Inc. and the acquirer was dated May 31, 2026, with all NCSM common shares canceled and converted into merger consideration immediately prior to the effective time of the transaction.
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