NCS Multistage CEO exits 48,389 shares in merger
Rhea-AI Filing Summary
NCS Multistage Holdings, Inc. (NCSM) reported that Chief Executive Officer and director Ryan Hummer disposed of his remaining NCS common equity interests in connection with the closing of its merger with a parent company. Immediately prior to the merger effective time, 48,389 shares of NCS common stock held directly by Hummer were canceled and converted into the right to receive either a fixed number of the parent’s ordinary shares or a mix of cash and ordinary shares, as specified in the merger agreement. In addition, multiple awards of Equivalent Stock Units and Performance Stock Units covering NCS common stock were canceled as NCS awards and assumed by the parent as awards over its ordinary shares, using an exchange multiplier of 0.5537 parent ordinary share for each NCS share subject to the award, with certain vesting schedules (through 2029) preserved under the new parent-equity structure.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 48,389 shares
Net Sell
7 txns
Insider
Hummer Ryan
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Equivalent Stock Units F2, F4 | 7,797 | -- | -- |
| Disposition | Equivalent Stock Units F2, F5 | 4,826 | -- | -- |
| Disposition | Equivalent Stock Units F2, F6 | 5,679 | -- | -- |
| Disposition | Performance Stock Units F3, F7 | 23,392 | -- | -- |
| Disposition | Performance Stock Units F3, F8 | 14,479 | -- | -- |
| Disposition | Performance Stock Units F3, F9 | 11,474 | -- | -- |
| Disposition | Common Stock F1 | 48,389 | -- | -- |
Holdings After Transaction:
Equivalent Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (9)
- 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.
- 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.
Key Figures
Common Stock shares disposed: 48,389 shares
Equivalent Stock Units tranche 1: 7,797 units
Equivalent Stock Units tranche 2: 4,826 units
+5 more
8 metrics
Common Stock shares disposed
48,389 shares
Shares of NCS Multistage common stock canceled and converted to merger consideration at the effective time
Equivalent Stock Units tranche 1
7,797 units
Assumed ESUs converted into parent ordinary share awards using 0.5537 exchange ratio; scheduled to vest on February 28, 2027
Equivalent Stock Units tranche 2
4,826 units
Assumed ESUs to vest in two equal annual installments beginning on February 28, 2027
Equivalent Stock Units tranche 3
5,679 units
Assumed ESUs to vest in three equal annual installments beginning on February 28, 2027
Performance Stock Units tranche 1
23,392 units
Assumed PSUs converted into parent ordinary share awards; scheduled to vest in the first quarter of 2027
Performance Stock Units tranche 2
14,479 units
Assumed PSUs scheduled to vest in the first quarter of 2028
Performance Stock Units tranche 3
11,474 units
Assumed PSUs scheduled to vest in the first quarter of 2029
Share-for-share exchange ratio
0.5537 parent ordinary shares per NCS share
Applied to NCS common stock and NCS equity awards under the merger agreement
Key Terms
Agreement and Plan of Merger, Equivalent Stock Units, Performance Stock Units, Parent Ordinary Shares, +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.
Equivalent Stock Units financial
"Parent assumed 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
"Parent assumed 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.
maximum cash election amount financial
"subject to a maximum cash election amount; and (B) 0.2392 Parent Ordinary Shares."
FAQ
What did NCSM CEO Ryan Hummer report in this Form 4?
Ryan Hummer reported dispositions to the issuer of 48,389 shares of NCS common stock and several equity-based awards in connection with the closing of NCS Multistage Holdings, Inc.’s merger, as his NCS equity converted into rights over the acquirer’s ordinary shares or a cash-and-share mix.
What happened to Ryan Hummer’s Equivalent Stock Units of NCSM?
Three tranches of NCS Equivalent Stock Units totaling 7,797, 4,826 and 5,679 units were disposed of as NCS awards and, under the merger agreement, were assumed by the parent as awards over its ordinary shares using a 0.5537 exchange ratio, with existing vesting terms retained.
What happened to NCSM Performance Stock Units held by Ryan Hummer?
Three Performance Stock Unit awards for 23,392, 14,479 and 11,474 NCS shares were converted into parent ordinary share awards at a 0.5537-to-1 exchange ratio, with performance goals deemed satisfied at the greater of target or actual levels as of the merger agreement date.
What merger consideration formula applied to NCSM common stock in this filing?
Each NCS common share was canceled and converted into either 0.5537 parent ordinary shares or a mix of (i) cash equal to 0.1371 times the parent’s August 31, 2026 closing price (subject to a maximum cash election amount) and (ii) 0.2392 parent ordinary shares, at the holder’s election.
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