Weatherford wins court approval for Delaware move
Weatherford says its operations, management, strategy and headquarters will not change, while its shares are expected to continue trading under WFRD.
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Form Type
8-K
Rhea-AI Filing Summary
Weatherford International plc (WFRD) says Ireland’s High Court approved the scheme for its planned redomestication from Ireland to Delaware, after shareholders approved the plan on September 3, 2026. The company expects to complete the change on November 13, 2026, subject to customary closing conditions. Upon completion, Weatherford International Corp, a Delaware corporation, will become the publicly traded parent, and Weatherford’s shares are expected to continue trading on the Nasdaq Global Select Market under WFRD.
The company says the redomestication will not change its operations, management, business strategy or headquarters. Related subsidiary-level restructuring activities are being evaluated for accounting and tax implications. Weatherford expects to recognize deferred tax assets, resulting in a positive non-cash change to the Income Tax Provision in fourth-quarter 2026 financial statements, currently estimated at $250 million to $300 million.
Filing Explained
The filing specifies the holder-level step: under the approved scheme, Weatherford’s ordinary shares are to be cancelled and those holders are to become shareholders of Weatherford International Corp.; the transition remains conditional and uncompleted.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Expected redomestication completion: November 13, 2026
Estimated positive non-cash change to the Income Tax Provision: $250 million to $300 million
Shareholder approval date: September 3, 2026
3 metrics
Expected redomestication completion
November 13, 2026
Subject to customary closing conditions
Estimated positive non-cash change to the Income Tax Provision
$250 million to $300 million
Fourth-quarter 2026 financial statements
Shareholder approval date
September 3, 2026
Shareholders approved the redomestication plan
Key Terms
scheme of arrangement, redomestication, deferred tax assets, Income Tax Provision
4 terms
scheme of arrangement regulatory
"approved the Scheme of Arrangement"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
redomestication regulatory
"change the Company’s legal domicile from Ireland to Delaware"
Redomestication is a company changing its legal home from one country or state to another by re-registering or swapping shares, much like a person moving their official address to a new jurisdiction. Investors care because that legal home determines tax rules, shareholder rights, regulatory oversight and listing requirements, which can affect dividend treatment, voting power, legal protections and the ease of buying or selling the stock.
deferred tax assets financial
"expect to recognize deferred tax assets"
An item on a company’s balance sheet showing tax benefits it can use later to reduce future tax bills — think of it as an IOU from the tax system for past losses or timing differences. It matters to investors because it can boost future cash flow and apparent value if the company expects profits ahead, but those benefits vanish if the company cannot generate taxable income and the asset must be reduced.
Income Tax Provision financial
"change to the Income Tax Provision"
An income tax provision is the amount a company records as its current estimate of income taxes for a reporting period, like setting aside money on the books for the tax bill it expects to owe. It matters to investors because it directly reduces reported profits and signals tax cash needs or future tax adjustments, so changes in the provision can affect earnings trends and the company’s short-term cash outlook, similar to how reserving money for a known bill changes your monthly budget.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When does WFRD expect to complete its redomestication?
Weatherford expects to complete the redomestication on November 13, 2026, subject to satisfaction of customary closing conditions. Ireland’s High Court approved the scheme of arrangement.
What tax adjustment does WFRD expect from the restructuring?
Weatherford expects deferred tax assets to result in a positive non-cash change to the Income Tax Provision in its fourth-quarter 2026 financial statements, currently estimated at $250 million to $300 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 27, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 8.01 | Other Events. | ||||
As previously disclosed, on September 3, 2026, the shareholders of Weatherford International plc (“Weatherford” or the “Company”) voted to approve changing the Company’s legal domicile from Ireland to Delaware (the “Redomestication”) through a scheme of arrangement under Irish law (the “Scheme of Arrangement”), whereby the Company’s ordinary shares would be cancelled and such shareholders would become shareholders of Weatherford International Corp, a Delaware corporation (“Weatherford-US”), subject to the sanction of the High Court of Ireland and other customary closing conditions.
On October 27, 2026, the Company issued a press release announcing that the High Court of Ireland approved the Scheme of Arrangement and the Company plans to effectuate the Redomestication on November 13, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01.
In connection with the completion of the Redomestication, the Company initiated certain related restructuring activities at a subsidiary level. These activities are being evaluated for their accounting and tax implications, but we expect to recognize deferred tax assets which will result in a positive non-cash change to the Income Tax Provision reflected on the Company’s financial statements for the fourth quarter of 2026 currently estimated between $250 million and $300 million.
Forward-Looking Statements
This report, as well as other statements we make, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about Weatherford’s beliefs, plans, estimates, or expectations, are forward-looking statements. Forward-looking statements often use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “potential,” “should,” “target,” “will,” and other words of similar meaning. Such forward-looking statements include, but are not limited to, statements regarding the Redomestication, the related restructuring activities and the expected timing and financial implications. These statements are based on current beliefs, plans, estimates, and expectations, all of which involve risk and uncertainty. Actual results may differ materially from those included in such forward-looking statements and therefore you should not place undue reliance on them.
The factors that could cause actual results to differ materially from current expectations include, but are not limited to, our ability to satisfy the conditions to the Redomestication within the expected timeframe or at all; our ability to realize the expected benefits from the Redomestication; the occurrence of difficulties in connection with the Redomestication, including any costs related thereto; the risk that the Redomestication disrupts current plans and operations; any changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in Ireland, the United States and other jurisdictions following the Redomestication; and the future financial performance of Weatherford following the Redomestication.
The foregoing factors are in addition to those other risks, uncertainties, and factors included in the “Risk Factors” section and elsewhere in Weatherford’s reports filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other documents filed with the SEC. There may be other risks and uncertainties that we are not currently aware of or are unable to predict and which may also affect Weatherford’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and Weatherford undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit | Description | |||||||
| 99.1 | News Release dated October 27, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) | |||||||
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: October 27, 2026 | By: | /s/ Scott C. Weatherholt | ||||||
| Scott C. Weatherholt | ||||||||
| Executive Vice President, General Counsel and Chief Compliance Officer | ||||||||
NEWS RELEASE Weatherford Announces Court Approval and Expected Closing Date for U.S. Redomestication
HOUSTON, October 27, 2026 - Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the “Company”) today announced that the High Court of Ireland has approved the previously announced scheme of arrangement through which the Company intends to change its legal domicile from Ireland to Delaware.
Weatherford expects to complete the redomestication on November 13, 2026, subject to the satisfaction of customary closing conditions. Upon completion, Weatherford International Corp, a Delaware corporation, will become the publicly traded parent company of the Weatherford group.
The redomestication will not change the Company’s operations, management, business strategy or headquarters. Weatherford’s shares are expected to continue trading on the Nasdaq Global Select Market under the ticker symbol “WFRD.”
Additional information regarding the redomestication is available in Weatherford’s filings with the U.S. Securities and Exchange Commission.
About Weatherford
Weatherford is a global energy services company that helps customers drill smarter, complete wells more effectively, and maximize production across the entire well lifecycle. With a differentiated portfolio of market-leading solutions, integrated technologies, and a broad global customer footprint across six continents, we blend advanced engineering, digital intelligence, and world-class field expertise to reduce risk, improve performance, and maximize the value of customer assets. Together, we elevate every operation, delivering stronger wells, sharper decisions, and better energy for the world. Visit weatherford.com for more information and connect with us on social media.
Forward-Looking Statements
This release, as well as other statements we make, includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about Weatherford’s beliefs, plans, estimates, or expectations, are forward-looking statements. Forward-looking statements often use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “potential,” “should,” “target,” “will,” and other words of similar meaning. Such forward-looking statements include, but are not limited to, statements regarding the Redomestication, the related restructuring activities and the expected timing and financial implications. These statements are based on current beliefs, plans, estimates, and expectations, all of which involve risk and uncertainty. Actual results may differ materially from those included in such forward-looking statements and therefore you should not place undue reliance on them.
The factors that could cause actual results to differ materially from current expectations include, but are not limited to, our ability to satisfy the conditions to the Redomestication within the expected timeframe or at all; our ability to realize the expected benefits from the Redomestication; the occurrence of difficulties in connection with the Redomestication, including any costs related thereto; the risk that the Redomestication disrupts current plans and operations; any changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in Ireland, the United States and other jurisdictions following the Redomestication; and the future financial performance of Weatherford following the Redomestication.
The foregoing factors are in addition to those other risks, uncertainties, and factors included in the “Risk Factors” section and elsewhere in Weatherford’s reports filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other documents filed with the SEC. There may be other risks and uncertainties that we are not currently aware of or are unable to predict and which may also affect Weatherford’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made
in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and Weatherford undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
# # #
For Investors:
Luke Lemoine
Senior Vice President, Corporate Development & Investor Relations
+1 713-836-7777
investor.relations@weatherford.com
For Media:
Kelley Hughes
Vice President, Communications, Marketing & Sustainability
media@weatherford.com