SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MORRISON MICHAEL L

(Last)

(First)

(Middle)

19350 STATE HIGHWAY 249, SUITE 600

(Street)

HOUSTON

77070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NCS Multistage Holdings, Inc. [ NCSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2026		D		11,049	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equivalent Stock Units	⁽²⁾	09/01/2026		D			3,898	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Common Stock	3,898	⁽²⁾	0	D
Equivalent Stock Units	⁽²⁾	09/01/2026		D			2,145	⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	Common Stock	2,145	⁽²⁾	0	D
Equivalent Stock Units	⁽²⁾	09/01/2026		D			2,463	⁽²⁾⁽⁶⁾	⁽²⁾⁽⁶⁾	Common Stock	2,463	⁽²⁾	0	D
Performance Stock Units	⁽³⁾	09/01/2026		D			11,696	⁽³⁾⁽⁷⁾	⁽³⁾⁽⁷⁾	Common Stock	11,696	⁽³⁾	0	D
Performance Stock Units	⁽³⁾	09/01/2026		D			6,435	⁽³⁾⁽⁸⁾	⁽³⁾⁽⁸⁾	Common Stock	6,435	⁽³⁾	0	D
Performance Stock Units	⁽³⁾	09/01/2026		D			4,978	⁽³⁾⁽⁹⁾	⁽³⁾⁽⁹⁾	Common Stock	4,978	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant 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.

2. Pursuant 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.

3. Pursuant 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.

4. Represents certain Assumed ESUs which were scheduled to vest on February 28, 2027.

5. Represents certain Assumed ESUs which were scheduled to vest in two equal annual installments beginning on February 28, 2027.

6. Represents certain Assumed ESUs which were scheduled to vest in three equal annual installments beginning on February 28, 2027.

7. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2027.

8. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2028.

9. Represents certain Assumed PSUs which were scheduled to vest in the first quarter of 2029.

Remarks:

Chief Financial Officer and Treasurer

	/s/ Ori Lev, attorney-in-fact	09/01/2026
	** Signature of Reporting Person	Date
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