NCS Multistage director exits 43K shares in merger
Rhea-AI Filing Summary
NCS Multistage Holdings, Inc. (NCSM) reported that director John D. Deane disposed of all reported common shares in connection with a merger. On 2026-09-01, 32,771 directly held and 10,731 indirectly held shares were returned to the issuer and canceled. Under the merger agreement with a parent company, each NCS common share was converted into the right to receive either 0.5537 parent ordinary shares, or a mix of cash equal to 0.1371 times the parent share closing price on August 31, 2026 (subject to a maximum cash election amount) plus 0.2392 parent ordinary shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 43,502 shares
Net Sell
2 txns
Insider
DEANE JOHN D
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1 | 32,771 | -- | -- |
| Disposition | Common Stock F1 | 10,731 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By The Deane Family Partners Limited)
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 common shares disposed: 32,771 shares
Indirect common shares disposed: 10,731 shares
Direct shares following transaction: 0 shares
+4 more
7 metrics
Direct common shares disposed
32,771 shares
Disposition to issuer on 2026-09-01 by director John D. Deane
Indirect common shares disposed
10,731 shares
Disposition to issuer on 2026-09-01, held by The Deane Family Partners Limited
Direct shares following transaction
0 shares
Direct holdings after reported disposition
Indirect shares following transaction
0 shares
Indirect holdings after reported disposition
Share-for-share election ratio
0.5537 parent ordinary shares per NCS share
Option (i) under the merger consideration election
Cash election multiplier
0.1371 × parent closing price
Cash component per NCS share for option (ii), based on August 31, 2026 price
Share component under cash-plus-shares option
0.2392 parent ordinary shares per NCS share
Share portion for option (ii) merger consideration
Key Terms
Agreement and Plan of Merger, Effective Time, Parent Ordinary Shares, maximum cash election amount
4 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.
maximum cash election amount financial
"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"
FAQ
What insider transaction did NCSM disclose in this Form 4?
The filing reports director John D. Deane disposed of 32,771 directly held and 10,731 indirectly held NCS Multistage Holdings common shares on 2026-09-01, as a disposition to the issuer in connection with a merger, leaving no reported holdings.
Was the insider transaction in NCSM stock a market sale or something else?
The Form 4 codes the transactions as “D” (Disposition to issuer). The footnote explains the shares were canceled and converted into merger consideration immediately prior to the merger’s Effective Time, rather than sold in open-market trades.
How were Deane’s indirect NCSM holdings described in the Form 4?
The Form 4 states that 10,731 NCS Multistage common shares were held indirectly, with the nature of ownership described as “By The Deane Family Partners Limited”, and these shares were likewise disposed of to the issuer in the merger.
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