WFRD Weatherford International PLC - 8-K

Item 3.02

Unregistered 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.