Weatherford holders back U.S. domicile plan

Shareholders of Weatherford International plc approved all resolutions for a court-sanctioned redomestication to the U.S., targeted for completion in Q4 2026.

Rhea-AI Filing Summary

Weatherford International plc (WFRD) reported that shareholders approved all proposals needed to proceed with a planned redomestication from Ireland to the United States through a Scheme of Arrangement with Weatherford International Corp, a Delaware corporation. At the Special Scheme Meeting, holders of 64,396,379 ordinary shares, representing about 89.77% of the 71,733,989 issued and outstanding shares entitled to vote, were represented. The Scheme of Arrangement was approved by both a majority in number of voting shareholders and at least 75% in value of shares voted, satisfying the statutory thresholds. At the subsequent Extraordinary General Meeting, shareholders also approved related capital reduction, new share issuance mechanics, and amendments to Weatherford-Ireland’s articles of association needed to implement the transaction. Completion of the redomestication remains subject to sanction by the High Court of Ireland, and the company states that, subject to court approval and other conditions, it intends to close the redomestication in the fourth quarter of 2026.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares entitled to vote: 71,733,989 shares Scheme Meeting attendance: 64,396,379 shares (89.77%) EGM attendance: 64,347,588 shares (89.70%) +4 more

7 metrics

Shares entitled to vote 71,733,989 shares Issued and outstanding ordinary shares entitled to vote at the meetings

Scheme Meeting attendance 64,396,379 shares (89.77%) Ordinary shares represented at the Scheme Meeting

EGM attendance 64,347,588 shares (89.70%) Ordinary shares represented at the EGM

Scheme approval votes (Scheme Meeting) 64,034,574 for vs. 296,905 against Vote on Scheme of Arrangement at the Scheme Meeting

Scheme approval votes (EGM) 63,988,435 for vs. 297,864 against Vote to approve Scheme of Arrangement and related authorizations at the EGM

Capital reduction votes 64,292,504 for vs. 7,477 against Approval of capital reduction to cancel Weatherford-Ireland shares

Target completion period Q4 2026 Intended timing to close the Redomestication, subject to court approval

Key Terms

Scheme of Arrangement, Redomestication, capital reduction, High Court of Ireland, +2 more

6 terms

Scheme of Arrangement regulatory

"to agree to a scheme of arrangement under Chapter 1 of Part 9"

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

"all relate to the Company’s proposed redomestication from Ireland to the United States"

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.

capital reduction financial

"to approve a capital reduction under sections 84 to 86 of the Companies Act"

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

High Court of Ireland regulatory

"Before the Redomestication can be completed, it must be sanctioned by the High Court of Ireland"

Scheme Consideration financial

"acquired by Weatherford-US and/or its nominee(s) for the Scheme Consideration"

Scheme consideration is the total value offered to shareholders for each share when a company is bought through a formal court-approved plan (a ‘scheme of arrangement’). Investors care because it tells the exact payoff per share — like the price on a receipt — and whether they will receive cash, stock or a mix, which affects immediate returns, tax outcomes and the deal’s attractiveness compared with other bids.

articles of association regulatory

"approve an amendment to the articles of association of Weatherford-Ireland"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

FAQ

What did WFRD shareholders approve regarding the company’s structure?

Shareholders of Weatherford International plc approved a Scheme of Arrangement that, once effective, will result in shareholders owning common stock of Weatherford International Corp, a Delaware corporation, instead of Irish ordinary shares, as part of a planned redomestication to the United States.

How strong was shareholder turnout for the Weatherford (WFRD) redomestication votes?

At the Scheme Meeting, holders of 64,396,379 ordinary shares, or about 89.77% of the 71,733,989 shares entitled to vote, were present in person or by proxy. At the EGM, 64,347,588 shares, or roughly 89.70%, were represented.

What were the voting results on the Scheme of Arrangement for WFRD?

For the Scheme of Arrangement, shareholders voted 64,034,574 shares in favor, 296,905 against, and 64,900 abstentions at the Scheme Meeting. At the EGM, shareholders voted 63,988,435 for, 297,864 against, and 61,289 abstaining to approve the scheme and related authorizations.

What additional proposals linked to the WFRD redomestication were approved?

Shareholders approved a capital reduction to cancel Weatherford-Ireland shares, the initial subscription and issue of one or more new shares to Weatherford-US, further authority to allot and issue new shares to Weatherford-US, and amendments to the articles to align new shares with the Scheme of Arrangement terms.

When does Weatherford (WFRD) expect to complete the redomestication?

Weatherford states that, subject to required sanction by the High Court of Ireland and satisfaction of other conditions, it intends to close the Redomestication in the fourth quarter of 2026. Court approval and conditions must be met before completion.

What key condition remains before WFRD’s redomestication can be completed?

Before completion, the Scheme of Arrangement and related steps must be sanctioned by the High Court of Ireland. Weatherford indicates it expects to request the required court hearings as soon as reasonably practicable and proceed, subject to the court’s approval and other conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 04:41 PM Accepted by SEC EDGAR 09/03/2026 - 04:31 PM Learn about SEC filing dates

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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): September 3, 2026

Weatherford International plc

(Exact name of registrant as specified in its charter)

Ireland			001-36504			98-0606750
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

2000 Saint James Place,

Houston,

Texas

77056

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary shares, $0.001 par value per share			WFRD			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 5.07 Submission of Matters to a Vote of Security Holders.

On September 3, 2026, Weatherford International plc (the “Company” or “Weatherford-Ireland”) held a Special Scheme Meeting of Shareholders (the “Scheme Meeting”) followed by an Extraordinary General Meeting of Shareholders (the “EGM” and, together with the Scheme Meeting, the “Shareholder Meetings”). At the Scheme Meeting, holders of 64,396,379 Ordinary Shares, or approximately 89.77% of the 71,733,989 issued and outstanding Ordinary Shares entitled to vote, were present in person or by proxies; and at the EGM, holders of 64,347,588 Ordinary Shares, or approximately 89.70% of the shares entitled to vote, were present in person or by proxies.

The voting results were as follows:

The Scheme Meeting:

1.The shareholders approved Scheme Meeting Agenda Item 1: To agree to a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014, as amended (the “Companies Act”), substantially in the form attached as Annex A to the Proxy Statement (“Scheme of Arrangement”), that, once it becomes effective, will result in the shareholders of the Company owning common stock of Weatherford International Corp, a Delaware Corporation (“Weatherford-US”), instead of ordinary shares of the Company. Approval of the Scheme of Arrangement required both (i) the approval of a majority in number of registered shareholders (who, being entitled to do so, attended and voted, in person or by proxy, at the Scheme Meeting) and (ii) such approving shareholders representing at least 75% in value of the Weatherford-Ireland ordinary shares held by all registered shareholders so present and voting. Both voting standards were met.

For			Against			Abstain			Broker Non-Votes
64,034,574			296,905			64,900			—

The EGM:

1.The shareholders voted as follows to approve the Scheme of Arrangement by, and on behalf of, the Company, and to authorize the directors of the Company to take all such actions as they consider necessary or appropriate to carry the Scheme of Arrangement into effect.

For			Against			Abstain			Broker Non-Votes
63,988,435			297,864			61,289			—

2.The shareholders voted as follows to approve a capital reduction under sections 84 to 86 of the Companies Act to effect the cancellation of Weatherford-Ireland ordinary shares contemplated by the Scheme of Arrangement.

For			Against			Abstain			Broker Non-Votes
64,292,504			7,477			47,607			—

3.The shareholders voted as follows to approve the terms of an initial subscription, allotment and issue of one, or more, Weatherford-Ireland ordinary shares to Weatherford-US in connection with the Scheme of Arrangement.

For			Against			Abstain			Broker Non-Votes
64,276,676			9,969			60,943			—

4.The shareholders voted as follows to authorize the directors of Weatherford-Ireland to allot and issue new Weatherford-Ireland ordinary shares to Weatherford-US and/or its nominee(s) in an amount equal to the number of Weatherford-Ireland ordinary shares cancelled in connection with the Scheme of Arrangement and the application of the reserve credit arising in the books of account of Weatherford-Ireland as a result of such cancellation in paying-up in full, to their nominal value, such number of new Weatherford-Ireland ordinary shares to be allotted and issued to Weatherford-US and/or its nominee(s) in the manner described in the Scheme of Arrangement.

For			Against			Abstain			Broker Non-Votes
64,276,343			10,501			60,744			—

5.The shareholders voted as follows to approve an amendment to the articles of association of Weatherford-Ireland so that any Weatherford-Ireland ordinary shares that are issued on or after the Voting Record Time (as defined in the Scheme of Arrangement) to persons other than Weatherford-US or its nominee(s) will either be subject to the terms of the Scheme of Arrangement or will be immediately and automatically acquired by Weatherford-US and/or its nominee(s) for the Scheme Consideration (as defined in the Scheme of Arrangement).

For			Against			Abstain			Broker Non-Votes
63,977,312			309,523			60,753			—

Item 8.01 Other Information.

The proposals approved during the Shareholder Meetings all relate to the Company’s proposed redomestication from Ireland to the United States (the “Redomestication”). Before the Redomestication can be completed, it must be sanctioned by the High Court of Ireland. We expect to request the required hearings with the High Court of Ireland as soon as reasonably practicable, and subject to the Court’s approval, we intend to close the Redomestication in the fourth quarter of 2026.

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 and related timing. 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 receive court approval in a timely manner and on satisfactory terms, and to satisfy the other 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.

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: September 3, 2026			By:			/s/ Scott C. Weatherholt
						Scott C. Weatherholt
						Executive Vice President, General Counsel and Chief Compliance Officer

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 7.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.1 KB