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NCS CFO surrenders 11K shares in Weatherford deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NCS Multistage Holdings, Inc. (NCSM) reported on insider equity changes for Chief Financial Officer and Treasurer Michael L. Morrison in connection with its merger with Weatherford International plc. Immediately before the merger’s effective time, each NCS common share was canceled and converted into the right to receive either 0.5537 Parent Ordinary Shares or a mix of cash equal to 0.1371 times Weatherford’s August 31, 2026 closing price plus 0.2392 Parent Ordinary Shares, subject to a maximum cash election amount. Morrison disposed of 11,049 common shares to the issuer as part of this conversion and had several Equivalent Stock Unit and Performance Stock Unit awards converted into awards over Parent Ordinary Shares using the same 0.5537 exchange multiple, with prior vesting schedules (through 2029) generally preserved.

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Insider MORRISON MICHAEL L
Role See Remarks
Type Security Shares Price Value
Disposition Equivalent Stock Units F2, F4 3,898 -- --
Disposition Equivalent Stock Units F2, F5 2,145 -- --
Disposition Equivalent Stock Units F2, F6 2,463 -- --
Disposition Performance Stock Units F3, F7 11,696 -- --
Disposition Performance Stock Units F3, F8 6,435 -- --
Disposition Performance Stock Units F3, F9 4,978 -- --
Disposition Common Stock F1 11,049 -- --
Holdings After Transaction: Equivalent Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (9)
  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.
  2. 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.
  3. 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.
  4. F4. Represents certain Assumed ESUs which were scheduled to vest on February 28, 2027.
  5. F5. Represents certain Assumed ESUs which were scheduled to vest in two equal annual installments beginning on February 28, 2027.
  6. F6. Represents certain Assumed ESUs which were scheduled to vest in three equal annual installments beginning on February 28, 2027.
  7. F7. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2027.
  8. F8. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2028.
  9. F9. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2029.
Common stock disposed 11,049 shares of Common Stock Disposition to issuer immediately prior to merger effective time
Equivalent Stock Units disposed (tranche 1) 3,898 Equivalent Stock Units Assumed ESUs scheduled to vest on February 28, 2027
Equivalent Stock Units disposed (tranche 2) 2,145 Equivalent Stock Units Assumed ESUs scheduled to vest in two equal annual installments beginning February 28, 2027
Equivalent Stock Units disposed (tranche 3) 2,463 Equivalent Stock Units Assumed ESUs scheduled to vest in three equal annual installments beginning February 28, 2027
Performance Stock Units disposed (tranche 1) 11,696 Performance Stock Units Assumed PSUs scheduled to vest in the first quarter of 2027
Performance Stock Units disposed (tranche 2) 6,435 Performance Stock Units Assumed PSUs scheduled to vest in the first quarter of 2028
Performance Stock Units disposed (tranche 3) 4,978 Performance Stock Units Assumed PSUs scheduled to vest in the first quarter of 2029
Share exchange multiple 0.5537 Parent Ordinary Shares per NCS common share or award share Conversion ratio under the merger agreement
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated"
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.
Equivalent Stock Units financial
"Parent assumed each outstanding equivalent stock unit award of the Company (each, an"
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
"Parent assumed each outstanding performance stock unit award of the Company (each, an"
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.
Parent Ordinary Shares financial
"was converted into an award covering a number of Parent Ordinary Shares equal to the"
Assumed ESU financial
"each outstanding equivalent stock unit award of the Company (each, an "Assumed ESU")"
Assumed PSU financial
"each outstanding performance stock unit award of the Company (each, an "Assumed PSU")"

FAQ

What insider transactions did NCSM report for Michael L. Morrison on this Form 4?
The filing reports seven disposition transactions for Michael L. Morrison on September 1, 2026, including the disposition of 11,049 shares of common stock and multiple tranches of Equivalent Stock Units and Performance Stock Units in connection with the merger.

How were NCSM common shares treated in the Weatherford merger?
Each NCS Multistage common share was canceled and converted into the right to receive either 0.5537 Parent Ordinary Shares or a mix of cash equal to 0.1371 times Weatherford’s August 31, 2026 closing price plus 0.2392 Parent Ordinary Shares, subject to a maximum cash election amount.

What happened to NCSM equivalent stock units (ESUs) held by the CFO?
Outstanding equivalent stock unit awards became Assumed ESUs and were converted into awards over Parent Ordinary Shares equal to the number of underlying NCS shares multiplied by 0.5537, rounded down. The prior maximum value cap was removed, and other terms generally remained the same.

How were NCSM performance stock units (PSUs) treated in the merger?
Each performance stock unit award was converted into an award over Parent Ordinary Shares equal to the NCS shares subject to the PSU multiplied by 0.5537, rounded down, and performance goals were deemed satisfied at the greater of target and actual achievement as of the merger agreement date.

What vesting schedules applied to the CFO’s converted NCSM equity awards?
Certain Assumed ESUs were scheduled to vest on February 28, 2027, others in two or three equal annual installments beginning February 28, 2027, and certain Assumed PSUs were scheduled to vest in the first quarters of 2027, 2028, and 2029.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MORRISON MICHAEL L
(Last)(First)(Middle)
19350 STATE HIGHWAY 249, SUITE 600
(Street)
HOUSTON TEXAS 77070
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NCS Multistage Holdings, Inc. [ NCSM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026D11,049D(1)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Equivalent Stock Units(2)09/01/2026D3,898 (2)(4) (2)(4)Common Stock3,898(2)0D
Equivalent Stock Units(2)09/01/2026D2,145 (2)(5) (2)(5)Common Stock2,145(2)0D
Equivalent Stock Units(2)09/01/2026D2,463 (2)(6) (2)(6)Common Stock2,463(2)0D
Performance Stock Units(3)09/01/2026D11,696 (3)(7) (3)(7)Common Stock11,696(3)0D
Performance Stock Units(3)09/01/2026D6,435 (3)(8) (3)(8)Common Stock6,435(3)0D
Performance Stock Units(3)09/01/2026D4,978 (3)(9) (3)(9)Common Stock4,978(3)0D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. Represents certain Assumed ESUs which were scheduled to vest on February 28, 2027.
5. Represents certain Assumed ESUs which were scheduled to vest in two equal annual installments beginning on February 28, 2027.
6. Represents certain Assumed ESUs which were scheduled to vest in three equal annual installments beginning on February 28, 2027.
7. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2027.
8. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2028.
9. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2029.
Remarks:
Chief Financial Officer and Treasurer
/s/ Ori Lev, attorney-in-fact09/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR