[S-8] NCS Multistage Holdings, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

NCS Multistage Holdings, Inc. (NCSM) filed a Form S-8 to register 250,000 additional shares of common stock (par $0.01) for issuance under its Amended & Restated 2017 Equity Incentive Plan. After this filing, a maximum 876,626 shares may be issued under the plan, inclusive of shares previously registered on four prior S-8 statements (2017, June 2020, December 2020, August 2023). All figures reflect the company’s 1-for-20 reverse stock split effective 1 Dec 2020.

The company is a non-accelerated filer and a smaller reporting company. Standard DGCL-based indemnification provisions, director exculpation (for directors only), and D&O insurance remain in place. Exhibits include the plan document (4.4), legal opinion (5.1), auditor consent (23.1) and filing-fee tables (107).

The registration enables NCSM to issue equity compensation without new capital inflow, potentially causing modest dilution but supporting employee retention and alignment.

Positive

• Expanded equity pool enhances NCSM’s ability to attract and retain talent under its A&R 2017 Plan.
• No cash outflow required, preserving liquidity as shares are issued from treasury or newly created stock.

Negative

• Potential dilution to existing shareholders from the issuance of up to 250,000 additional shares.
• No capital inflow to the company since shares are granted for compensation, not sold for cash.

Insights

Equity Analyst

TL;DR Routine S-8 adds 250k shares for incentive plan; limited dilution, neutral cash impact, supports talent retention.

This is a standard administrative filing. At today’s share count under the plan (876,626 post-split shares), the incremental 250,000 shares represent the only new potential dilution disclosed. No proceeds will be received, so there is no immediate balance-sheet impact. While incremental dilution is mildly negative for existing holders, the ability to grant stock-based awards is important for retaining key personnel in a cyclical oil-field services market. Overall impact on valuation or near-term cash flows appears negligible.

Corporate Governance Expert

TL;DR Filing aligns with prior equity authorizations; indemnification and exculpation clauses unchanged; governance risk unchanged.

The company follows DGCL best-practice language on indemnification and maintains D&O insurance. Director exculpation does not extend to officers, matching current Delaware law amendments. The use of Rule 429 and General Instruction E keeps disclosure streamlined and transparent. From a governance standpoint, shareholders should mainly note potential dilution; otherwise, no material changes were introduced.

As filed with the Securities and Exchange Commission on August 1, 2025

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 

FORM S–8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NCS Multistage Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		46-1527455
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
19350 State Highway 249 Suite 600 Houston, TX		77070
(Address of Principal Executive Offices)		(Zip Code)

NCS Multistage Holdings, Inc. Amended and Restated 2017 Equity Incentive Plan

(Full Title of Plan)

Ori Lev

Executive Vice President, General Counsel and Secretary

19350 State Highway 249

Suite 600

Houston, TX 77070

(Name and address of agent for service)

(281) 453-2222
(Telephone number, including area code, of agent for service)

With a copy to: 
Lyuba A. Goltser, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000 (Phone)
(212) 310-8007 (Fax)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐                     Accelerated filer ☐                    Non-accelerated filer ☑                               Smaller reporting company ☑

Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 is filed by NCS Multistage Holdings, Inc., a Delaware corporation (“NCS” or “Registrant”), for the purpose of registering an additional 250,000 shares (“Additional Securities”) of its common stock, par value $0.01 per share (the “Common Stock”), of NCS that may be issued and sold under the NCS Multistage Holdings, Inc. Amended and Restated 2017 Equity Incentive Plan (the “A&R 2017 Plan”). The maximum aggregate number of shares of Common Stock that may be issued under the A&R 2017 Plan is 876,626 shares, which includes 226,626 shares of Common Stock registered on the Registrant’s Form S-8 (File No. 333-217516) filed on April 27, 2017, 75,000 shares of Common Stock registered on the Registrant’s Form S-8 (File No. 333- 239307) filed on June 19, 2020, 250,000 shares of Common Stock registered on the Registrant’s Form S-8 (File No. 333-251270) filed on December 10, 2020, and 75,000 shares of Common Stock registered on the Registrant’s Form S-8 (File No. 333-273582) filed on August 1, 2023 (together, “Prior Registration Statements”). All share amounts reflected in this Registration Statement on Form S-8 reflect amounts after giving effect to the 1-for-20 reverse stock split that became effective December 1, 2020.

This Registration Statement relates to securities of the same class as registered on the Prior Registration Statements and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the Prior Registration Statements are incorporated by reference and made part of this Registration Statement, except as amended hereby. The prospectus referred to in Part I of this Registration Statement is a combined prospectus for purposes of Rule 429 of the Securities Act of 1933, as amended (the “Securities Act”), and relates to this Registration Statement and the Prior Registration Statements.

PART I

SECTION 10(a) PROSPECTUS

The information required by Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any portion of such documents or information therein deemed to have been furnished and not filed in accordance with Commission rules:

● The Registrant’s Annual Report on Form 10-K (File No. 001-38071) filed with the Commission on March 10, 2025;

● The Registrant’s Quarterly Reports on Form 10-Q (File No. 001-38071) filed with the Commission on May 1, 2025 and August 1, 2025;

● The Registrant’s Current Reports on Form 8-K filed* with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Annual Report on Form 10-K referred to above (File No. 001-38071), including on May 21, 2025 and (excluding the portion furnished under Item 7.01 and 9.01); and

● The description of the Registrant’s Securities filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-38071) filed with the Commission on March 10, 2025, together with any amendment or report filed with the Commission for the purpose of updating such description.

*Any report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference.

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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant is governed by the Delaware General Corporation Law, as amended, or DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Registrant’s amended and restated bylaws authorize the indemnification of its officers and directors, consistent with Section 145 of the DGCL, as amended. The Registrant has entered into indemnification agreements with certain directors. These agreements, among other things, require the Registrant to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director.

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director or officer for violations of the director’s fiduciary duty, except (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director or officer derived an improper personal benefit. The Registrant’s second amended and restated certificate of incorporation authorizes director exculpation, consistent with Section 102(b)(7)  of the DGCL, but does not authorize such exculpation for officers.

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The Registrant maintains standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Second Amended and Restated Certificate of Incorporation of NCS Multistage Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38071) filed on May 3, 2017).
4.2	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of NCS Multistage Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38071) filed on November 30, 2020).
4.3	Amended and Restated Bylaws of NCS Multistage Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38071) filed on May 3, 2017).
4.4	NCS Multistage Holdings, Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement (File No. 001-38071) filed on April 8, 2025.
5.1*	Legal Opinion of Weil, Gotshal & Manges LLP.
23.1*	Consent of Grant Thornton LLP.
23.2*	Consent of Weil, Gotshal & Manges LLP (included in Exhibit No. 5.1).
24.1	* Power of Attorney (included on signature page).
107*	Filing Fee Tables.

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(a) provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 1, 2025.

	NCS Multistage Holdings, Inc.
	By:	/s/  Michael Morrison
	Name:	Michael Morrison
	Title:	Chief Financial Officer and Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Michael Morrison, Ori Lev and Ryan Hummer, or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature			Title			Date
/s/ Ryan Hummer			Chief Executive Officer and Director			August 1, 2025
Ryan Hummer			(Principal Executive Officer)
/s/ Michael Morrison			Chief Financial Officer and Treasurer			August 1, 2025
Michael Morrison			(Principal Financial Officer)
/s/ Dewayne Williams			Vice President and Controller			August 1, 2025
Dewayne Williams			(Principal Accounting Officer)
/s/ Michael McShane			Chairman			August 1, 2025
Michael McShane
/s/ John Deane			Director			August 1, 2025
John Deane
/s/ Robert Nipper			Director			August 1, 2025
Robert Nipper
/s/ Gurinder Grewal			Director			August 1, 2025
Gurinder Grewal
/s/ Valerie Mitchell			Director			August 1, 2025
Valerie Mitchell
/s/ W. Matt Ralls			Director			August 1, 2025
W. Matt Ralls

FAQ

What did NCSM file on August 1, 2025?

A Form S-8 registering 250,000 additional shares for its Amended & Restated 2017 Equity Incentive Plan.

How many total shares can now be issued under NCSM’s 2017 plan?

Up to 876,626 shares, including shares registered in 2017, 2020, 2023 and the current filing.

Will NCSM receive cash from these shares?

No. Shares are issued as employee compensation, so the company does not receive offering proceeds.

Is there immediate dilution for current shareholders?

Dilution occurs only when the registered shares are issued; the filing itself does not increase outstanding shares.

Why reference prior S-8 filings?

Under Rule 429 and Instruction E, the new registration incorporates prior statements to streamline disclosure of identical securities.