Weatherford 8-K: Q4 Results, Equity Sales, Officer Comp Changes

TL;DR

**Weatherford is dropping Q4 results and details on equity sales and exec pay, so watch for financial updates.**

AI Summary

Weatherford International plc filed an 8-K on February 6, 2024, reporting on events that occurred on February 1, 2024. The filing indicates that the company will be disclosing its Q4 2023 results of operations and financial condition, along with information regarding unregistered sales of equity securities and changes in compensatory arrangements for certain officers. This matters to investors because it signals upcoming financial performance details and potential dilution or changes in executive incentives, which can impact stock valuation and future strategic direction.

Why It Matters

This filing alerts investors to upcoming financial disclosures and potential changes in share count or executive compensation, which are key factors in assessing the company's health and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates upcoming disclosures on financial results and equity sales, which could introduce volatility depending on the nature of the news.

Analyst Insight

A smart investor would monitor Weatherford's upcoming Q4 2023 earnings release and the details surrounding any unregistered equity sales to assess potential dilution and financial performance.

Key Numbers

• $0.001 — par value per share (This is the stated par value for Weatherford International plc's ordinary shares.)

Key Players & Entities

• Weatherford International plc (company) — the registrant filing the 8-K
• February 1, 2024 (date) — date of the earliest event reported
• February 6, 2024 (date) — date the 8-K was filed
• WFRD (company) — trading symbol for Weatherford International plc
• The Nasdaq Global Select Market (company) — exchange where Weatherford's ordinary shares are registered
• $0.001 (dollar_amount) — par value per share of ordinary shares

Forward-Looking Statements

• Weatherford International plc will release its Q4 2023 financial results soon. (Weatherford International plc) — high confidence, target: Q1 2024
• Details on unregistered sales of equity securities will be provided, potentially impacting share count. (Weatherford International plc) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — e on which registered Ordinary shares, $0.001 par value per share WFRD The Nasdaq Glo
• $6 million — e Company (the "Ordinary Shares"), plus $6 million in cash, subject to customary adjustmen
• $12 m — o 30,298 Ordinary Shares, and (b) up to $12 million, to be satisfied, at Weatherford'
• $12 million — ary Shares to be calculated by dividing $12 million by a price per Ordinary Share equal to

Filing Documents

• wfrd-20240201.htm (8-K) — 35KB
• a2023-q4ex991earningsrelea.htm (EX-99.1) — 457KB
• wfrdgraphic8252a012a02a01a.jpg (GRAPHIC) — 74KB
• 0001603923-24-000040.txt ( ) — 764KB
• wfrd-20240201.xsd (EX-101.SCH) — 2KB
• wfrd-20240201_def.xml (EX-101.DEF) — 4KB
• wfrd-20240201_lab.xml (EX-101.LAB) — 27KB
• wfrd-20240201_pre.xml (EX-101.PRE) — 15KB
• wfrd-20240201_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On February 6, 2024, Weatherford International plc ("Weatherford" and together with its subsidiaries, "we" or the "Company") issued a news release announcing results for the fourth quarter ended December 31, 2023. A copy of the news release is furnished as Exhibit 99.1 and incorporated into this Item 2.02. Weatherford will host a conference call on Wednesday, February 7, 2024, to discuss the Company's results for the fourth quarter and full year ended December 31, 2023. The conference call will begin at 9:00 a.m. Eastern Time (8:00 a.m. Central Time). Listeners are encouraged to download the accompanying presentation slides which will be available in the investor relations section of the Company's website. Listeners can participate in the conference call via a live webcast at https://www.weatherford.com/investor-relations/investor-news-and-events/events/ or by dialing +1 877-328-5344 (within the U.S.) or +1 412-902-6762 (outside of the U.S.) and asking for the Weatherford conference call. Participants should log in or dial in approximately 10 minutes prior to the start of the call. A telephonic replay of the conference call will be available until February 21, 2024, at 5:00 p.m. Eastern Time. To access the replay, please dial +1 877-344-7529 (within the U.S.) or +1 412-317-0088 (outside of the U.S.) and reference conference number 5521443. A replay and transcript of the earnings call will also be available in the investor relations section of the Company's website

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On February 1, 2024, Weatherford International plc ("Weatherford") entered into two separate merger agreements (the "Merger Agreements") with ISI Holding Company, LLC ("ISI") and Probe Technologies Holdings, Inc. ("Probe"), respectively, as well as Turnbridge Capital Management, LLC, as representative of the sellers, pursuant to which Weatherford acquired all of the outstanding equity securities, on a cash-free/debt-free basis, of ISI and Probe (the "Acquisitions"). Aggregate consideration for the Acquisitions paid at closing consists of 844,702 ordinary shares of the Company (the "Ordinary Shares"), plus $6 million in cash, subject to customary adjustments. Subject to meeting certain earn-out terms, Weatherford has also agreed to additional consideration in the form of (a) the issuance of up to 30,298 Ordinary Shares, and (b) up to $12 million, to be satisfied, at Weatherford's sole discretion, in either cash or Ordinary Shares (the number of Ordinary Shares to be calculated by dividing $12 million by a price per Ordinary Share equal to the volume-weighted average price of the Company's Ordinary Shares over five consecutive trading days from June 24, 2024 to June 28, 2024). The Ordinary Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act as two isolated private sales by Weatherford not involving any public offering. Weatherford's reliance upon such exemption was based upon the following factors: (a) a limited number of recipients who each provided Weatherford accredited investor questionnaires, and (b) representations from the recipients to support such exemption in the Merger Agreements. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy Ordinary Shares of the Company. Item 5.02 Departure of Directors or Certain O

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 99.1 News Release dated February 6, 2024 announcing results for the fourth quarter ended December 31, 2023 . 104 Cover Page Interactive Data File - the cover page XBRL tags are 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: February 6, 2024 /s/ Arunava Mitra Arunava Mitra Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR