NCS Multistage insider swaps 10,758 shares in merger
Rhea-AI Filing Summary
NCS Multistage Holdings, Inc. (NCSM) reported that Executive Vice President, General Counsel and Secretary Lev Ori disposed of his equity interests in connection with the company’s merger into Weatherford International plc. All Common Stock shares were canceled and converted into a right to receive either 0.5537 Parent Ordinary Shares per NCS share or a specified cash-and-stock mix. Outstanding Equivalent Stock Units and Performance Stock Units were assumed by Weatherford and converted into awards over Parent Ordinary Shares using the same 0.5537 factor, with prior vesting schedules generally preserved. Certain stock options with a per‑share exercise price of $340.00 at or above the merger consideration were canceled without consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 10,758 shares
Net Sell
8 txns
Insider
LEV ORI
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Equivalent Stock Units F2, F4 | 3,070 | -- | -- |
| Disposition | Equivalent Stock Units F2, F5 | 1,689 | -- | -- |
| Disposition | Equivalent Stock Units F2, F6 | 1,940 | -- | -- |
| Disposition | Performance Stock Units F3, F7 | 9,211 | -- | -- |
| Disposition | Performance Stock Units F3, F8 | 5,068 | -- | -- |
| Disposition | Performance Stock Units F3, F9 | 3,921 | -- | -- |
| Disposition | Stock Options F10 | 632 | -- | -- |
| Disposition | Common Stock F1 | 10,758 | -- | -- |
Holdings After Transaction:
Equivalent Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (10)
- 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 (the "Merger Consideration").
- F2. Pursuant to the Merger Agreement, at the Effective Time, Parent assumed each outstanding equivalent stock unit award of the Company (each, an "Assumed ESU") representing the right to receive a cash payment based on the fair market value of the shares of Common Stock, generally subject to the same terms and conditions as the Assumed ESU immediately prior to the Effective Time, except (i) the maximum value cap of each Assumed ESU in effect immediately prior to the Effective Time ceased to apply and (ii) each Assumed ESU was converted into an award covering a number of Parent Ordinary Shares equal to the product of (A) the number of shares of Common Stock subject to the Assumed ESU immediately prior to the Effective Time, multiplied by (B) 0.5537, rounded down to the nearest whole share.
- F3. Pursuant to the Merger Agreement, at the Effective Time, Parent assumed each outstanding performance stock unit award of the Company (each, an "Assumed PSU") representing the right to receive shares of Common Stock, generally subject to the same terms and conditions as the Assumed PSU immediately prior to the Effective Time, except (i) each Assumed PSU was converted into an award covering a number of Parent Ordinary Shares equal to the product of (A) the number of shares of Common Stock subject to the Assumed PSU immediately prior to the Effective Time, multiplied by (B) 0.5537, rounded down to the nearest whole share, and (ii) the performance goals were deemed satisfied at the greater of target and actual level of achievement as of the date of the Merger Agreement, as determined by the Company's board of directors.
- F4. Represents certain Assumed ESUs which were scheduled to vest on February 28, 2027.
- F5. Represents certain Assumed ESUs which were scheduled to vest in two equal annual installments beginning on February 28, 2027.
- F6. Represents certain Assumed ESUs which were scheduled to vest in three equal annual installments beginning on February 28, 2027.
- F7. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2027.
- F8. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2028.
- F9. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2029.
- F10. Pursuant to the Merger Agreement, at the Effective Time each outstanding stock option of the Company representing the right to purchase Common Stock, 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 Merger Consideration was, at the Effective Time, canceled without consideration and was of no further force or effect.
Key Figures
Common Stock disposed: 10,758 shares
Parent Ordinary Share election: 0.5537 Parent Ordinary Shares per NCS share
Cash component factor: 0.1371 × Parent closing price
+4 more
7 metrics
Common Stock disposed
10,758 shares
Shares of NCS Multistage common stock canceled and converted at the Effective Time
Parent Ordinary Share election
0.5537 Parent Ordinary Shares per NCS share
Stock-only merger consideration alternative elected by the reporting person
Cash component factor
0.1371 × Parent closing price
Cash portion of mixed cash-and-stock merger consideration, subject to a maximum cash election amount
Parent share component (mixed option)
0.2392 Parent Ordinary Shares per NCS share
Share portion of the mixed cash-and-stock merger consideration
Assumed ESU conversion factor
0.5537
Each Equivalent Stock Unit converted into Parent Ordinary Shares using this multiplier
Assumed PSU conversion factor
0.5537
Each Performance Stock Unit converted into Parent Ordinary Shares using this multiplier
Canceled options
632 options at $340.00 per share
Stock options canceled without consideration at the Effective Time under the Merger Agreement
Key Terms
Agreement and Plan of Merger, Merger Consideration, Equivalent Stock Units, Performance Stock Units, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"),"
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.
Merger Consideration financial
"subject to a maximum cash election amount; and (B) 0.2392 Parent Ordinary Shares (the "Merger Consideration")."
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Equivalent Stock Units financial
"each outstanding equivalent stock unit award of the Company (each, an "Assumed ESU")"
Equivalent stock units are a way of expressing securities that can become or represent common shares—such as options, warrants, restricted units, or convertible debt—as if they were ordinary shares today. For investors, this shows the potential change in share count and ownership dilution as if all those convertibles were already shares; think of it like counting every coupon that could be redeemed for a slice of a pie to understand how big each slice might get in the future.
Performance Stock Units financial
"each outstanding performance stock unit award of the Company (each, an "Assumed PSU")"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Nasdaq Global Select Market market
"the closing price for the Parent Ordinary Shares on the Nasdaq Global Select Market"
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.
FAQ
What did Lev Ori report in this Form 4 for NCSM?
Lev Ori reported dispositions of all reported NCS Multistage equity interests, including 10,758 shares of Common Stock, various Equivalent Stock Units and Performance Stock Units, and certain stock options, all in connection with the closing of the merger with Weatherford International plc.
What happened to Equivalent Stock Units in the NCSM merger?
Each outstanding Equivalent Stock Unit became an Assumed ESU covering a number of Weatherford ordinary shares equal to the NCS shares subject to the award multiplied by 0.5537, rounded down. The prior maximum value cap was removed and other terms and conditions generally continued.
How were NCSM Performance Stock Units treated in the merger with Weatherford?
Each Performance Stock Unit became an Assumed PSU over Weatherford ordinary shares equal to the NCS shares subject to the PSU multiplied by 0.5537, rounded down. Performance goals were deemed achieved at the greater of target or actual levels as determined at signing of the Merger Agreement.
What happened to NCSM stock options held by Lev Ori?
Stock options with a per‑share exercise price equal to or greater than the merger consideration, including 632 options at $340.00 per share, were canceled at the effective time without consideration and are of no further force or effect.
Was Lev Ori’s NCSM Form 4 marked as a Rule 10b5-1 trading plan?
No. The Form 4’s Rule 10b5‑1 checkbox was not checked, and the transactions are reported as occurring pursuant to the Merger Agreement, rather than under a pre‑arranged Rule 10b5‑1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
