What changed in this filing

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Item 9A. Controls and Procedures

2024-02-07 compared with 2023-02-08 · 42 added, 107 removed, 244 unchanged (38% of the section changed)

21 unchanged sentences

Other Information.

During the three months ended December 31, 2023, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Weatherford International plc – 2023 Form 10-K | 78

3 unchanged sentences

Directors, Executive Officers and Corporate Governance.

– Business – Executive Officers of Weatherford” of this report for Item 10 information regarding executive officers of Weatherford.

Pursuant to General Instructions G(3), information on our directors and corporate governance matters is incorporated by reference from our Proxy Statement for the 2023 Annual General Meeting of Shareholders.

Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.

See also “Item 1.

Executive Officers of Weatherford” of this report.

We have adopted a code of ethics entitled “Weatherford Code of Business Conduct English,” which applies to all our employees, officers and directors.

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Executive Compensation.

Information on executive compensation is incorporated by reference from our Proxy Statement for the 2023 Annual General Meeting of Shareholders.

Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information on security ownership of certain beneficial owners and management and related shareholder matters is incorporated by reference from our Proxy Statement for the 2023 Annual General Meeting of Shareholders.

Securities Authorized for Issuance under Equity Compensation Plan Information

The following table provides information as of December 31, 2022 , about the number of shares to be issued upon vesting or exercise of equity awards as well as the number of shares remaining available for issuance under the Weatherford International plc Third Amended and Restated 2019 Equity Incentive Plan, which was approved in connection with our emergence from bankruptcy in December of 2019 and last amended and restated on January 18, 2023.

Equity Compensation Plan Information

Plan Category

(Shares in thousands, except share prices)

Numbers of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (b)

Equity compensation plan approved by shareholders 4,434 $ — 3,307

(a) Including shares that could potentially be issued if maximum performance metrics were achieved.

(b) Excluding shares reflected in the first column of this table.

Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.

Weatherford International plc – 2023 Form 10-K | 79

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Certain Relationships and Related Transactions, and Director Independence.

Information on certain relationships and related transactions and director independence is incorporated by reference from our Proxy Statement for the 2023 Annual General Meeting of Shareholders.

Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.

Principal Accounting Fees and Services.

Information on principal accounting fees and services is incorporated by reference from our Proxy Statement for the 2023 Annual General Meeting of Shareholders.

Exhibits, Financial Statement Schedules

Information incorporated by reference from our Proxy Statement for the 2024 Annual General Meeting of Shareholders.

Exhibit and Financial Statement Schedules.

(a) The following documents are filed as part of this report or incorporated by reference:

20 unchanged sentences

filed December 18, 2019

4.4 Form of Warrant Certificate (included in Exhibit 10.47).

Included in Exhibit 10.4 of the Company’s Current

Report on Form 8-K

filed December 18, 2019

4.4 Indenture, dated August 28, 2020, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

3 unchanged sentences

filed August 28, 2020

Weatherford International plc – 2022 Form 10-K | 78

Exhibit Number Description Original Filed Exhibit File Number

4.5 Form of Senior Note (included in Exhibit 4.5).

3 unchanged sentences

filed August 28, 2020

Weatherford International plc – 2023 Form 10-K | 80

Exhibit Number Description Original Filed Exhibit File Number

4.6 Indenture, dated September 30, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

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Exhibit 4.2 of the Company’s Current Report on Form 8-K filed December 5, 2022 File No.

*10.1 Offer Letter to Girishchandra K.

Saligram dated September 9, 2020.

Exhibit 10.5 of the

Company’s Quarterly

Report on Form 10-Q

for the period ending

September 30, 2020

filed November 4, 2020

*10.2 Offer Letter to Scott C.

Weatherholt, dated July 8, 2020.

Exhibit 10.36 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed March 18, 2021 File No.

*10.3 Offer Letter to Desmond Mills, dated February 24, 2021.

Exhibit 10.7 of the

Company’s Quarterly

Report on Form 10-Q

for the period ending

March 31, 2021

filed May 6, 2021

Weatherford International plc – 2022 Form 10-K | 79

Exhibit Number Description Original Filed Exhibit File Number

*10.4 Offer Letter to Joseph Mongrain, dated March 11, 2021.

Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2021 filed on July 29, 2021 File No.

†*10.5 Offer letter to Charles W.

Davison, Jr., dated September 19, 2022.

4.11 Second Supplemental Indenture, dated as of April 19, 2023, by and among Weatherford International Ltd., Weatherford International plc, Weatherford International, LLC and Wilmington Trust, National Association, as trustee and collateral agent .

Exhibit 4.1 of the Company’s Current Report on Form 8-K filed April 20, 2023 File No.

Offer letter to Arun Mitra, dated November 11, 2022.

Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023

Form of Deed of Indemnity of Weatherford International plc entered into by each director of Weatherford International plc and each of the following executive officers of Weatherford International plc:

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filed June 17, 2014 File No.

Weatherford International plc – 2023 Form 10-K | 81

Exhibit Number Description Original Filed Exhibit File Number

Third Amended and Restated Weatherford International PLC Change in Control Severance Plan.

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Amended and Restated Weatherford International plc Executive Severance Plan.

Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023

Amended and Restated Weatherford International plc Nonqualified Deferred Compensation Plan

Exhibit 10.11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023

Executive Non-Equity Incentive Compensation Plan (as Amended and Restated)

8 unchanged sentences

filed December 18, 2019

Weatherford International plc – 2022 Form 10-K | 80

Exhibit Number Description Original Filed Exhibit File Number

Weatherford International plc Amended and Restated 2019 Equity Incentive Plan.

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Report on Form 8-K filed January 23, 2023

*10.17 Form of Restricted Share Unit Award Agreement .

Exhibit 10.3 of the

Company’s Current

Report on Form 8-K

filed November 20, 2020

Form of Performance Share Unit Award Agreement

Exhibit 10.4 of the

Company’s Current

Report on Form 8-K

Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30.

2021 filed November 2, 2021

*10.19 Form of Restricted Share Unit Award Agreement .

Exhibit 10.2 of the

Company’s Current

Report on Form 8-K

filed January 8, 2021

*10.20 Form of Performance Share Unit Award Agreement .

Exhibit 10.3 of the

Company’s Current

Report on Form 8-K

filed January 8, 2021

*10.21 Form of Phantom Share Unit Award Agreement .

Exhibit 10.4 of the

Company’s Current

Report on Form 8-K

filed January 8, 2021

*10.22 Amended and Restated Performance Share Unit Award Agreement - Girish K.

Saligram (February 17, 2021)

Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed February 19, 2021 File No.

Weatherford International plc – 2023 Form 10-K | 82

Exhibit Number Description Original Filed Exhibit File Number

*10.23 Form of Restricted Share Unit Award Agreement

Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30.

2021 filed November 2, 2021 File 1-36504

*10.24 Form of Performance Share Unit Award Agreement

Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the period ending September 30.

2021 filed November 2, 2021 File No.

*10.25 Weatherford International plc Short-Term Incentive Plan.

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 8, 2021

Amended and Restated Weatherford International plc Short-Term Incentive Plan

Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

filed February 8, 2023

Form of Executive Officer Restricted Share Unit Award Agreement

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Form of Executive Officer Performance Share Unit Award Agreement adopted January 18, 2023.

Exhibit 10.4 of the Company’s Current Report on Form 8-K filed January 23, 2023 File No.

Exhibit 10.4 of the Company’s Current Report on Form 8-K filed January 23, 2023

Form of Non- Executive Director Restricted Share Unit Award Agreement adopted January 18, 2023.

Exhibit 10.5 of the Company’s Current Report on Form 8-K filed January 23, 2023 File No.

Weatherford International plc – 2022 Form 10-K | 82

Exhibit Number Description Original Filed Exhibit File Number

*10.33 Weatherford International plc 2020 Long-Term Cash Incentive Plan

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 24, 2020 File No.

*10.34 Form of Long-Term Cash Incentive Plan Award Agreement .

Exhibit 10.2 of the

Company’s Current

Report on Form 8-K

filed April 24, 2020

*10.35 Form of Long-Term Cash Incentive Plan Award Agreement.

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed November 20, 2020 File No.

*10.36 LTCIP Amended Award Agreement, adopted March 17, 2021.

Exhibit 10.37 of the Company’s Annual Report on the Form 10-K/A for the year ended December 31, 2020 filed March 18, 2021 File No.

F orm of Executive Officer Restricted Share Unit Award Agreement adop ted January 18, 2024.

F orm of Executive Officer Performance Share Unit A ward Agreement adopted January 18, 2024.

F orm of Non-Executive Director Restricted Share Unit Awa rd Agreement adopted January 18, 2024.

LC Credit Agreement, dated December 13, 2019 (as amended by Amendment No.1, dated August 28, 2020, included in Exhibit 10.38 below), by and among Weatherford International Ltd., Weatherford International plc, Weatherford International LLC, Deutsche Bank Trust Company Americas and the lenders party thereto from time to time.

3 unchanged sentences

filed December 18, 2019 File No.

Weatherford International plc – 2023 Form 10-K | 83

Exhibit Number Description Original Filed Exhibit File Number

Amendment No.

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Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 18, 2022 File No.

Weatherford International plc – 2022 Form 10-K | 83

Exhibit Number Description Original Filed Exhibit File Number

First Amendment to Amended and Restated Credit Agreement, dated as of November 22, 2022, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd., Weatherford International plc and Wells Fargo Bank, National Association, as administrative agent.

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Second Amendment to Amended and Restated Credit Agreement, dated as of January 6, 2023 by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd., and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 8, 2023

Weatherford International plc – 2023 Form 10-K | 84

Exhibit Number Description Original Filed Exhibit File Number

Third Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2023, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd., Weatherford International plc and Wells Fargo Bank, National Association, as administrative agent .

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 24, 2023

Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 24, 2023, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd.

WOFS International Finance GmbH, Weatherford International plc, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed October 24, 2023

F ifth Amendment to Amended and Restated Credit Agreement, dated as of December 20 , 2023, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd.

WOFS International Finance GmbH, Weatherford International plc, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

Intercreditor Agreement by and between Wells Fargo Bank, N.A., Deutsche Bank Trust Company Americas, Weatherford International plc and the grantors party there to from time to time, dated December 13, 2019.

3 unchanged sentences

filed December 18, 2019

10.46 Intercreditor Agreement, dated August 28, 2020, by and among Deutsche Bank Trust Company Americas, Wilmington Trust National Association, BTA Institutional Services Australia Limited, Weatherford International plc and the grantors parties there to from time to time .

Intercreditor Agreement, dated August 28, 2020, by and among Deutsche Bank Trust Company Americas, Wilmington Trust National Association, BTA Institutional Services Australia Limited, Weatherford International plc and the other grantors parties there to from time to time .

Exhibit 10.3 of the

2 unchanged sentences

filed August 28, 2020

10.47 Warrant Agreement by and between Weatherford International plc and American Stock Transfer & Trust Company, LLC, dated December 13, 2019.

Exhibit 10.4 of the

Company’s Current

Report on Form 8-K

filed December 18, 2019

Purchase Agreement dated September 21, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto, the initial purchasers party thereto and Deutsche Bank Securities Inc., as representative of the initial purchasers.

1 unchanged sentence

2021 filed November 2, 2021 File No.

Weatherford International plc – 2022 Form 10-K | 84

Exhibit Number Description Original Filed Exhibit File Number

Backstop Agreement dated September 20, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and certain funds managed by Franklin Advisers, Inc., as commitment parties thereto.

6 unchanged sentences

filed December 18, 2019

Weatherford International plc – 2023 Form 10-K | 85

Exhibit Number Description Original Filed Exhibit File Number

Confidentiality and Restricted Covenant Agreement

Weatherford International plc I nsider Trading Policy

†21.1 Subsidiaries of Weatherford International plc

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††32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

W eatherford International plc Executive Officer Clawback Policy

†101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

46 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures