SEC Form 4 · accession 0001193125-26-377712

NCS Multistage Holdings, Inc. · NCSM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant 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 (the "Merger Consideration").
• F10Pursuant to the Merger Agreement, at the Effective Time each outstanding stock option of the Company representing the right to purchase Common Stock, whether vested or unvested, that was outstanding immediately prior to the Effective Time and had a per share exercise price equal to or greater than the Merger Consideration was, at the Effective Time, canceled without consideration and was of no further force or effect.
• F2Pursuant 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.
• F3Pursuant 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.
• F4Represents certain Assumed ESUs which were scheduled to vest on February 28, 2027.
• F5Represents certain Assumed ESUs which were scheduled to vest in two equal annual installments beginning on February 28, 2027.
• F6Represents certain Assumed ESUs which were scheduled to vest in three equal annual installments beginning on February 28, 2027.
• F7Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2027.
• F8Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2028.
• F9Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2029.

Remarks

Executive Vice President, General Counsel and Secretary