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WFRD 8-K filings, explained
Every material Form 8-K Weatherford International has filed with the SEC since July 23, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Weatherford's shares passed a High Court of Ireland approval on October 27, 2026, clearing the scheme of arrangement to move its legal domicile to Delaware. The company plans to complete the change on November 13, 2026, with Weatherford International Corp becoming the publicly traded parent, and it says operations, management, strategy and headquarters will not change. The company also expects a positive non-cash change to its fourth-quarter 2026 income tax provision of an estimated $250 million to $300 million.
High Court of Ireland approved the scheme of arrangement on October 27, 2026.
Redomestication is planned for November 13, 2026, subject to customary closing conditions.
Weatherford International Corp, a Delaware corporation, will become the parent; shares expected to keep trading on Nasdaq as WFRD.
Expected positive non-cash change to fourth-quarter 2026 income tax provision, currently estimated at $250 million to $300 million.
Weatherford reported third quarter 2026 revenue of $1,143 million, up 3% from the second quarter but down 7% from a year earlier. Net income attributable to Weatherford was $120 million, or $1.66 per diluted share, compared with $1.12 per diluted share in the third quarter of 2025, and adjusted EBITDA was $254 million. The company said conflict-related disruptions in the Middle East weighed on activity, and year-over-year operating income fell 14%.
Revenue of $1,143 million: up 3% sequentially, down 7% year-over-year
Net income of $120 million; diluted income per share of $1.66, versus $1.12 a year earlier
Adjusted EBITDA of $254 million with a 22.2% margin; adjusted free cash flow of $155 million
Notice to redeem all $236 million of 8.625% Senior Notes due 2030 on October 30, 2026; quarterly dividend of $0.275 per share payable December 3, 2026
Weatherford issued a notice to redeem all of its 8.625% Senior Notes due 2030, totaling $236 million in principal, at 100% of principal plus accrued interest. The redemption date is October 30, 2026, and the company expects to fund it with cash on hand. The filing is a debt repayment and does not report any change in earnings or guidance.
Notes to be redeemed: 8.625% Senior Notes due 2030, aggregate principal $236 million
Redemption price: 100% of principal plus accrued and unpaid interest
Redemption date: October 30, 2026; funding expected from cash on hand
Weatherford International said its Senior Vice President and Chief Accounting Officer, Desmond Mills, will resign effective October 16, 2026, to pursue another opportunity. Maximiliano Kricorian, the company's current Senior Vice President and Treasurer, will take over the chief accounting officer role when Mills leaves, which gives shareholders a known successor from inside the finance team.
Desmond Mills notified Weatherford of his resignation on September 2, 2026; it takes effect October 16, 2026.
Mills is leaving to pursue another opportunity, according to the filing.
Maximiliano Kricorian, 50, becomes Senior Vice President and Chief Accounting Officer effective on Mills' departure date.
Kricorian has been with Weatherford for over 13 years and has been Senior Vice President and Treasurer since January 2026.
Weatherford reported second-quarter 2026 revenue of $1,105 million, down 8% from a year earlier, and net income of $39 million, down 71% year-over-year. CEO Girish Saligram said the total-year outlook was slightly reduced because of Middle East disruption tied to the Iran conflict, though operating cash flow and adjusted free cash flow rose.
Q2 revenue $1,105 million, down 4% sequentially and 8% year-over-year; net income $39 million, or $0.55 per diluted share, versus $1.87 a year earlier
Operating cash flow $175 million and adjusted free cash flow $139 million, both up from the prior quarter and the prior year
Full-year 2026 outlook slightly reduced; second-half margin contribution expected to rise from the first half
Board declared a $0.275 per share dividend payable September 3, 2026; acquisition of NCS Multistage announced
Weatherford's shareholders did not approve the scheme of arrangement needed for its proposed redomestication from Ireland to Texas, because the required 75% support was not reached at the Court Meeting. The company said it intends to present an updated proposal to redomesticate to Delaware at a future shareholder meeting, and that the expected financial benefit remains a priority.
Court Meeting scheme of arrangement: 40,010,359 votes for, 24,472,459 against, 99,234 abstain; majority in number supported it, but the 75% value threshold was not met
AGM Proposal 4 approved the Fifth Amended and Restated 2019 Equity Incentive Plan, which adds 565,000 shares: 60,282,187 for, 4,435,782 against
All six director nominees were elected to one-year terms, and KPMG LLP was ratified as auditor for the year ending December 31, 2026
The company intends to file a Form S-8 to register the additional plan shares before issuance
Weatherford reported first-quarter 2026 revenue of $1,152 million, down 3% year-over-year, and operating income of $123 million, down 13%. Net income rose 42% to $108 million and diluted earnings per share rose 44% to $1.49, while adjusted EBITDA fell 8% to $233 million. Management said second-quarter results are expected to be softer than previously anticipated due to Middle East disruptions, but kept its second-half and full-year adjusted free cash flow guidance.
Q1 2026 revenue $1,152 million (down 3% year-over-year); operating income $123 million (down 13%); adjusted EBITDA $233 million (down 8%)
Net income $108 million (up 42%); diluted income per share $1.49 (up 44%)
Management expects Q2 2026 results to be softer than previously anticipated; second-half guidance and full-year adjusted free cash flow guidance maintained
Board declared a $0.275 per share dividend on April 16, 2026, payable June 4, 2026; Q1 shareholder return totaled $30 million
Weatherford reported fourth-quarter 2025 revenue of $1,289 million, down 4% from a year earlier but up 5% from the prior quarter, and net income of $138 million, up 23% year-over-year. For full year 2025, revenue fell 11% to $4,918 million and net income fell 15% to $431 million. The board raised the quarterly dividend 10% to $0.275 per share, and management said first-half 2026 activity is expected to remain soft.
Q4 2025 revenue of $1,289 million: down 4% year-over-year, up 5% sequentially
Q4 2025 diluted income per share of $1.91, up 27% year-over-year
Full year 2025 revenue of $4,918 million, down 11%; adjusted EBITDA of $1,067 million, down 23%
Quarterly dividend raised 10% to $0.275 per share, payable March 5, 2026, to holders of record as of February 6, 2026
Weatherford reported third quarter 2025 revenue of $1,232 million, up 2% from the prior quarter but down 13% from a year earlier, while net income attributable to the company fell 40% sequentially to $81 million. Management said results exceeded its guidance range and that the company remains on track to meet full-year 2025 guidance. The company also refinanced debt, announcing $1.2 billion of new 6.75% notes due 2033 to fund a tender offer for up to $1.3 billion of its 8.625% notes due 2030.
Revenue $1,232 million, up 2% sequentially and down 13% year over year; operating income $178 million, down 25% sequentially.
Diluted income per share $1.12, down 40% sequentially and 46% year over year.
Adjusted EBITDA $269 million with a 21.8% margin; operating cash flow $138 million.
Board declared a $0.25 per share dividend payable December 4, 2025, to holders of record as of November 6, 2025.
Weatherford International's subsidiary Weatherford International Ltd. sold $1.2 billion of 6.750% senior notes due 2033 in a private offering on October 6, 2025. The company plans to use the proceeds, with cash on hand, to fund a tender offer for up to $1.3 billion of its 8.625% notes due 2030. The filing describes a refinancing of existing debt rather than new borrowing for an acquisition or other stated purpose.
Notes: $1.2 billion principal at 6.750%, issued at 100% of principal, maturing October 15, 2033
Interest payable April 15 and October 15 each year, starting April 15, 2026
Proceeds plus cash on hand to fund a tender offer for up to $1.3 billion of 8.625% notes due 2030
Notes are senior unsecured and guaranteed by Weatherford International plc and certain restricted subsidiaries
Weatherford amended its credit agreement on September 18, 2025, raising commitments to $1 billion with an accordion feature up to $1.15 billion and extending maturity to September 18, 2030. On September 22, 2025, it priced $1.2 billion of 6.75% senior notes due 2033 and increased a tender offer for its 8.625% senior notes due 2030 to $1.3 billion, which it says will be funded by the new notes and cash on hand. The filing does not give financial results, and the refinancing changes the company's debt maturities and interest costs without disclosing their net effect.
Credit agreement commitments raised from $720 million to $1 billion under the Tenth Amendment dated September 18, 2025, with a maturity extension to September 18, 2030
Priced $1.2 billion of 6.75% senior notes due 2033 at par, expected to close October 6, 2025
Tender offer for 8.625% senior notes due 2030 increased to $1.3 billion, with total consideration of $1,023.90 per $1,000 principal by October 3, 2025 and $993.90 afterward
Early tender deadline October 3, 2025; offer expires October 21, 2025; settlement expected October 7 and October 23, 2025
Weatherford reported second-quarter 2025 revenue of $1,204 million, up 1% sequentially but down 14% from a year earlier, and net income of $136 million, which included a $70 million gain on sale of business. Adjusted EBITDA was $254 million, flat sequentially and down 30% year over year, and management expects a relatively flat revenue trajectory in the immediate future. The board also declared a $0.25 per share cash dividend payable September 4, 2025.
Revenue of $1,204 million rose 1% sequentially and fell 14% year over year; diluted income per share was $1.87, up 81% sequentially and 13% year over year.
Adjusted EBITDA of $254 million was flat sequentially and down 30% year over year, with a 21.1% margin.
Net income of $136 million included a $70 million gain on sale of business; management anticipates a relatively flat revenue trajectory for the immediate future.
Quarterly dividend of $0.25 per share is payable September 4, 2025, to shareholders of record as of August 6, 2025.
At its June 11, 2025 Annual General Meeting, Weatherford International plc shareholders re-elected all six director nominees to one-year terms and approved the Fourth Amended and Restated 2019 Equity Incentive Plan, which increases the shares issuable under it by 1,286,000 ordinary shares. Shareholders also ratified KPMG as auditor and approved the company's executive pay on an advisory basis, so the votes add to the share count available for future equity awards.
Shareholders approved the equity plan with 63,098,357 votes for and 1,027,149 against; the plan adds 1,286,000 shares.
All six directors were elected, with Girishchandra K. Saligram receiving 64,072,918 votes for and Neal P. Goldman receiving 57,291,872 votes for.
Shareholders ratified KPMG LLP as independent auditor for fiscal 2025 with 67,609,920 votes for.
Advisory say-on-pay vote: 62,993,586 for and 1,113,767 against.
Weatherford International plc appointed Anuj Dhruv, 43, as Executive Vice President and Chief Financial Officer, effective April 21, 2025, and Arunava Mitra left the role on the same date. The filing gives no financial results, but a change in CFO is a significant leadership event for shareholders to track.
Anuj Dhruv, 43, previously led finance and strategy for LyondellBasell's Global Olefins and Polyolefins segment, a $29 billion revenue segment, from November 2022 to April 2025
Dhruv's 2025 base salary is $570,000, with a long-term incentive award of $1,767,000 and a sign-on equity award of $1,000,000
Arunava Mitra left the company effective April 21, 2025; the filing states his departure is not the result of any dispute over accounting practices or financial statements
Weatherford reported first-quarter 2025 revenue of $1,193 million, down 12% from a year earlier, and net income attributable to the company of $76 million, down 32%. Management said market conditions have skewed more negatively over the past few weeks and that it has scaled back its expectations for customer activity through the rest of 2025.
Q1 2025 revenue $1,193 million, down 12% year-over-year; operating income $142 million, down 39%
Diluted income per share $1.03, compared with $1.50 in Q1 2024
Management scaled back expectations for activity levels for the rest of 2025 and remains confident in increasing adjusted free cash flow conversion for the full year
Board declared a $0.25 per share cash dividend, payable June 5, 2025, to holders of record as of May 6, 2025
Weatherford reported fourth-quarter 2024 revenue of $1,341 million, down 2% from a year earlier, and net income attributable to the company of $112 million, down 20%. For full-year 2024, revenue rose 7% to $5,513 million and net income rose 21% to $506 million. The Board also declared a $0.25 per share quarterly dividend.
Q4 2024 revenue of $1,341 million fell 5% sequentially and 2% year-over-year; full-year revenue of $5,513 million rose 7%.
Q4 2024 diluted income per share was $1.50, compared with $1.90 in Q4 2023; full-year diluted income per share was $6.75, compared with $5.66.
CEO Girish Saligram cited a significant drop in activity in Latin America in the fourth quarter; Latin America revenue of $312 million fell 13% sequentially.
The Board declared a $0.25 per share dividend, payable March 19, 2025, to shareholders of record as of February 21, 2025.
Weatherford reported third-quarter 2024 results on October 22, 2024, with revenue of $1,409 million, up 7% from a year earlier, and net income attributable to Weatherford of $157 million, up 28%. Diluted income per share was $2.06, compared with $1.66 in the third quarter of 2023. Management still expects strong revenue growth and adjusted EBITDA margins above 25% for the full year, while citing North America weakness and customer scheduling delays in Latin America.
Revenue of $1,409 million, up 7% year over year and 0.3% sequentially.
Net income attributable to Weatherford of $157 million; diluted income per share of $2.06 versus $1.66 a year earlier.
Adjusted EBITDA of $355 million, a 25.2% margin, down 3% sequentially but up 16% year over year.
Board declared a quarterly cash dividend of $0.25 per share, payable December 5, 2024, to shareholders of record as of November 6, 2024.
Weatherford reported second-quarter 2024 revenue of $1.405 billion, up 10% from a year earlier, with net income of $125 million and diluted earnings of $1.66 per share, compared with $1.12 a year earlier. The company also declared its first quarterly dividend of $0.25 per share, authorized a $500 million share repurchase program running through June 2027, and appointed Steven Beringhause to its board. Management reaffirmed expectations for adjusted free cash flow of over $500 million for the full year.
Revenue of $1,405 million, up 10% year over year and 3.5% sequentially; diluted EPS of $1.66 versus $1.12 in Q2 2023
Adjusted EBITDA of $365 million, a 26.0% margin; adjusted free cash flow of $96 million
Quarterly dividend of $0.25 per share payable September 12, 2024, to holders of record August 13, 2024
Steven Beringhause appointed to the board, increasing its size to six directors
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