Other Information.
−Removed: During the three months ended March 31, 2024, 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.
−Removed: As previously disclosed, Weatherford International Ltd.
−Removed: (“WIL-Bermuda”), Weatherford International, LLC (“WIL-Delaware”), Weatherford Canada Ltd.
−Removed: (“WIL-Canada”) and WOFS International Finance GmbH (“WIL-Switzerland and, together with WIL-Bermuda, WIL-Delaware and WIL-Canada, the “Borrowers”), as borrowers, and Weatherford International plc (the “Company”), as parent, entered into an amended and restated credit agreement (as amended and supplemented by the Canadian Borrower Joinder, dated as of November 22, 2022, the Additional Lender Supplement, dated as of November 22, 2022, the First Amendment to Amended and Restated Credit Agreement, dated as of November 22, 2022, the Second Amendment to Amended and Restated Credit Agreement, dated as of January 6, 2023, the Third Amendment to Amended and Restated Credit Agreement, dated as of March 24, 2023, the Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 24, 2023 and the Additional Lender Supplement (as defined below), the “Amended and Restated Credit Agreement”) with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), on October 17, 2022.
−Removed: Capitalized terms not defined herein shall have the meanings set forth in the Amended and Restated Credit Agreement.
−Removed: On April 22, 2024 (the “Effective Date”), the Borrowers and the Company exercised a $130 million incremental increase to the Borrowers’ revolving credit facility (resulting in an aggregate credit facility size of $680 million) by entering into an additional lender supplement to the Amended and Restated Credit Agreement (the “Additional Lender Supplement”) with certain additional lenders (the “Additional Lenders”), the Administrative Agent and the other lenders and issuing banks party thereto, whereby the Additional Lenders (or their affiliates) became Lenders and Issuing Banks under the Amended and Restated Credit Agreement and provided aggregate additional commitments of $130 million comprised, as of the Effective Date, of (i) approximately $59 million for the issuance of bid and performance letters of credit for the Borrowers and certain subsidiaries and (ii) approximately $71 million for revolving loans and the issuance of bid, performance and financial letters of credit for the Borrowers and certain subsidiaries.
−Removed: The foregoing description of the Additional Lender Supplement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Additional Lender Supplement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
+Added: During the three months ended June 30, 2024, 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.
+Added: On July 23, 2024, the Board of Directors of Weatherford (the “Board”), on recommendation of the Compensation and Human Resources Committee, approved the Second Amended and Restated Weatherford International plc Short-Term Incentive Plan (the “STI Plan”) to confirm that participants who perform services through the end of the performance period but are terminated without cause before the relevant payment date may be entitled to receive payment, if performance and certain other conditions are met.
+Added: A copy of the STI Plan is attached as Exhibit 10.4 to this report and is incorporated herein by reference.
All exhibits designated with a dagger (†) are filed herewith or double dagger (††) are furnished herewith.
Exhibit Number Description Original Filed Exhibit File Number
−Removed: Additional Lender Supplement, dated as of April 22, 2023, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd., WOFS International Finance GmbH, Weatherford International plc, JPMorgan Chase Bank, N.A., as an Additional Lender and Issuing Bank, DNB Bank ASA, New York Branch, as an Issuing Bank, DNB Capital LLC, as an Additional Lender, the other Lenders and Issuing Banks party thereto and Wells Fargo Bank, National Association, as administrative agent.
+Added: Sixth Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2024, 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.
+Added: Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed June 11, 2024.
+Added: Additional Lender Supplement, dated as of June 6, 2024, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford Canada Ltd., WOFS International Finance GmbH, Weatherford International plc, Arab Banking Corporation (B.S.C.) New York Branch, as an Additional Lender, the other Issuing Banks party thereto and Wells Fargo Bank, National Association, as administrative agent.
+Added: *Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5).
+Added: Weatherford agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.
+Added: E xhibit 1 0.2 to the Company ’ s Current Report on Form 8-K filed June 11, 2024.
+Added: S eventh Amendmen t t o Amended and Restated Credit Agreement, date d as of June 24, 2024, by and among We atherford 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.
+Added: Second Amended and Restated Weatherford International plc Short-Term Incentive Plan
+Added: F orm of Executive Officer Restricted Share Unit Award Agreement adopted January 18, 2024 and amended July 23 , 2024.
+Added: Form of Executive Officer Performance Share Unit Award Agreement adopted January 18, 2024 and amended July 23 , 2024.
+Added: Form of Non- Executive Director Restricted Share Unit Award Agreement adopted January 18, 2024 and amended July 23 , 2024 .
†31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3 unchanged sentences
†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
+Added: Exhibit Number Description Original Filed Exhibit File Number
†101.SCH XBRL Taxonomy Extension Schema Document
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Weatherford International plc
−Removed: April 24, 2024 By:
+Added: July 24, 2024 By:
/s/ Arunava Mitra
1 unchanged sentence
Executive Vice President and Chief Financial Officer
−Removed: April 24, 2024 By:
+Added: July 24, 2024 By:
/s/ Desmond J.
1 unchanged sentence
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.