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  4. [8-K] Weatherford International plc Reports Material Event

Weatherford (WFRD) plans NCS Multistage merger with stock and cash mix

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Weatherford International plc agreed to acquire NCS Multistage Holdings, Inc. through a merger in which an indirect Weatherford subsidiary will combine with NCS, leaving NCS as a wholly owned Weatherford subsidiary. NCS stockholders may elect Weatherford ordinary shares or a mix of shares and cash, subject to proration, limits and adjustments. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the third quarter of 2026. Advent-NCS Acquisition L.P., which owns over 50% of NCS’s outstanding common stock, could receive up to 818,604 Weatherford ordinary shares, issued as a private placement under Section 4(a)(2) of the Securities Act.

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Insights

Weatherford plans an all-company merger using stock and cash, with a private share issuance to NCS’s largest holder.

The agreement outlines a merger where NCS Multistage becomes a wholly owned subsidiary of Weatherford. Consideration to NCS stockholders can be Weatherford ordinary shares or a mix of shares and cash, governed by proration, limits and adjustments. This structure can balance ownership impacts among participants.

The deal depends on customary closing conditions, including regulatory approvals, and is expected to complete in the third quarter of 2026. Advent-NCS Acquisition L.P., holding over 50% of NCS’s common stock, may receive up to 818,604 Weatherford ordinary shares. These shares will be issued as a private placement under Section 4(a)(2), relying on Advent’s representations in the merger and related agreements.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Expected closing period Third quarter of 2026 Merger closing timeframe subject to conditions
Advent potential share issuance 818,604 ordinary shares Maximum Weatherford shares Advent could receive at closing
Advent ownership in NCS Over 50% of outstanding common stock Largest stockholder of NCS Multistage
Securities Act exemption Section 4(a)(2) Basis for private placement of Weatherford shares to Advent
Par value per share $0.001 par value Weatherford ordinary shares listed on Nasdaq Global Select Market
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NCS Multistage"
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.
Merger Agreement financial
"As set forth in the Merger Agreement, all stockholders of Target will be eligible"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
customary closing conditions financial
"The Merger is subject to certain customary closing conditions, including regulatory approvals"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
Section 4(a)(2) of the Securities Act regulatory
"in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2)"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
private placement financial
"as a private placement by Weatherford not involving any public offering"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
proration financial
"ordinary shares of Weatherford or a mix of Ordinary Shares and cash, subject to proration and certain limitations"
Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.
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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2026

Weatherford International plc
(Exact name of registrant as specified in its charter)
Ireland001-3650498-0606750
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
2000 St. James Place,Houston,Texas77056
(Address of principal executive offices)(Zip Code)
 Registrant’s telephone number, including area code: 713.836.4000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Ordinary shares, $0.001 par value per shareWFRDThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                         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 13(a) of the Exchange Act. ¨




Item 3.02Unregistered Sales of Equity Securities.

On May 31, 2026, Weatherford International plc (“Weatherford” or the “Company”) and Trinity Bell Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Weatherford (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NCS Multistage Holdings, Inc., a Delaware corporation (the “Target”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Target, with Target surviving the merger as a wholly owned subsidiary of Weatherford (the “Merger”). As set forth in the Merger Agreement, all stockholders of Target will be eligible to elect, in exchange for their shares of common stock in Target, ordinary shares of Weatherford (the “Ordinary Shares”) or a mix of Ordinary Shares and cash, subject to proration and certain limitations and adjustments. The Merger is subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the third quarter of 2026.
Advent-NCS Acquisition L.P. (“Advent”) is the largest stockholder of Target and owns over 50% of the outstanding common stock of Target. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Merger, Advent, depending on whether it elects all stock or a mix of cash and stock, could receive up to a total of 818,604 Ordinary Shares. The Ordinary Shares to be issued to Advent will be issued in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act as a private placement by Weatherford not involving any public offering. Weatherford’s reliance upon such exemption is based upon representations from Advent to support such exemption in the Merger Agreement and related transaction agreements.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Weatherford International plc
Date: June 1, 2026
/s/ Scott C. Weatherholt
Scott C. Weatherholt
Executive Vice President, General Counsel and Chief Compliance Officer

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Weatherford International (WFRD) announce in this 8-K?

Weatherford International announced a merger agreement to acquire NCS Multistage Holdings. An indirect Weatherford subsidiary will merge into NCS, which will survive as a wholly owned Weatherford subsidiary, using Weatherford shares or a mix of shares and cash as consideration.

How will NCS Multistage stockholders be paid in the Weatherford (WFRD) merger?

NCS Multistage stockholders may elect Weatherford ordinary shares or a mix of shares and cash. These elections are subject to proration, limitations and adjustments defined in the merger agreement, which together determine each holder’s final mix of stock and cash consideration.

When is the Weatherford (WFRD) and NCS Multistage merger expected to close?

The merger between Weatherford and NCS Multistage is expected to close in the third quarter of 2026. Completion depends on customary closing conditions, including required regulatory approvals, as outlined in the merger agreement signed on May 31, 2026.

Who is Advent-NCS Acquisition L.P. in the Weatherford (WFRD) deal?

Advent-NCS Acquisition L.P. is the largest stockholder of NCS Multistage, owning over 50% of its outstanding common stock. In the merger, Advent could receive up to 818,604 Weatherford ordinary shares, depending on whether it elects all stock or a cash-and-stock mix.

How many Weatherford (WFRD) shares could Advent receive in the merger?

Advent-NCS Acquisition L.P. could receive up to 818,604 Weatherford ordinary shares upon closing. The exact number depends on its choice between all-stock or a mix of cash and stock consideration, within the limits and proration mechanics set in the merger agreement.

Will the Weatherford (WFRD) shares issued to Advent be registered with the SEC?

The Weatherford ordinary shares issued to Advent will rely on an exemption from Securities Act registration under Section 4(a)(2). They are being issued as a private placement, supported by Advent’s representations in the merger agreement and related transaction documents.

Filing Exhibits & Attachments

4 documents

Other Documents