[Form 4] NCS Multistage Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Medtronic plc (MDT) filed its FY25 preliminary proxy (PRE 14A). Shareholders of record on 22 Aug 2025 will vote at the Annual General Meeting on 16 Oct 2025 (Dublin).

• Board: 11 nominees (incl. new director Dr. Joon S. Lee); majority-independent, Craig Arnold remains Lead Independent Director.
• Proposals (Board recommends FOR all): 1) Elect directors; 2) Ratify PwC as FY26 auditor & set fees; 3) Say-on-Pay; 4) Renew authority to issue shares; 5) Renew opt-out of pre-emption rights (special, 75%); 6) Authorise overseas share repurchases; 7) Amend Article 177 for reserve capitalisation (special); 8) Capital reduction to create distributable reserves (special); 9) Update advance-notice provisions (special).
• Record performance FY25: Revenue $33.5 bn (+3.6% reported / +4.9% organic); GAAP EPS $3.61 (+31%); non-GAAP EPS $5.49 (+6%, +10% cc); FCF $5.2 bn (73% conversion); $6.3 bn returned via dividends & buybacks.
• Strategic update: Diabetes segment planned separation within 18 months; >170 clinical trials and ~130 regulatory approvals in FY25.
• Sustainability & governance: Net-zero ambition (Scopes 1-3) by FY45; Board diversity policy; annual evaluations; no filing fee required.

Simple majority needed for ordinary items; special resolutions require ≥75% of votes cast.

Insights

Financial Analyst

TL;DR: Solid FY25 growth and cash returns; proposals largely routine, but share-issuance and capital moves merit monitoring.

Mid-single-digit organic growth and 31% GAAP EPS expansion underline operational momentum. Cash generation remains strong (FCF $5.2 bn, 73% conversion), funding $6.3 bn shareholder returns while R&D spend hit $2.7 bn. Proposals 4–6 preserve capital flexibility—authorising new share issuance, repurchases and pre-emption opt-out—common for Irish-domiciled firms yet potentially dilutive if executed aggressively. Special resolutions (5,7,8,9) require 75% approval; passage would facilitate future financings and reserve management but give management broader levers. The planned Diabetes business spin (IPO/split) could unlock value, though timeline and structure remain unspecified. Overall filing is modestly positive, reflecting steady execution and shareholder-friendly capital policy.

Corporate Governance Expert

TL;DR: Board refresh, robust oversight, but wider share-issuance powers shift balance toward management.

Board independence exceeds NYSE standards (10/11 independent), with diverse skills highlighted; annual elections and majority voting reinforce accountability. Lead Independent Director Craig Arnold retains extensive authority, and six fully independent committees address risk, quality and sustainability. Shareholder engagement cycles and proxy access remain in place. However, renewing authority to issue shares and opt out of pre-emption rights (Proposals 4-5) plus amendments to Articles (7-9) collectively expand board discretion. Investors should assess potential dilution and governance safeguards. Say-on-Pay vote follows a year where 86-93% of NEO pay is performance-based, aligning with best practice. Impact: net neutral to mildly positive, contingent on responsible use of authorised powers.

SEC Form 4

FORM 4

UNITED 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

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^*

Mitchell Valerie A

(Last) (First) (Middle)

C/O NCS MULTISTAGE HOLDINGS, INC.

19350 STATE HIGHWAY 249, SUITE 600

(Street)

HOUSTON TX 77070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NCS Multistage Holdings, Inc. [ NCSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/04/2025		S		548	D	$30(1)	25,520(2)	D
Common Stock	08/05/2025		S		1,969	D	$30.16(3)	23,551(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.44. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (3) to this Form 4.

2. Includes 4,339 restricted stock units which vest and settle on February 28, 2026 and 19,212 vested restricted stock units which settle within thirty days following the earlier of (i) the termination of the Reporting Person's service for any reason or (ii) a change of control.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.69.

	/s/ Ori Lev, attorney-in-fact	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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