What changed in this filing

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Item 9A. Controls and Procedures

2025-02-06 compared with 2024-02-07 · 49 added, 56 removed, 230 unchanged (31% of the section changed)

23 unchanged sentences

Weatherford International plc – 2024 Form 10-K | 80

Table of Contents Item 10 | Directors, Executive Officers and Corporate Governance

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

7 unchanged sentences

We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Weatherford Code of Business Conduct and any waiver from any provision to it by posting such information on our website at www.weatherford.com.

We have an insider trading policy governing the purchase, sale and other dispositions of Weatherford’s securities that applies to all personnel of Weatherford and its subsidiaries, including directors, officers, employees and other covered persons.

Weatherford believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of Weatherford’s insider trading policy is filed as Exhibit 19 to this report.

Executive Compensation.

3 unchanged sentences

Weatherford International plc – 2024 Form 10-K | 81

Table of Contents Item 15 | Exhibits

Certain Relationships and Related Transactions, and Director Independence.

17 unchanged sentences

Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed February 17, 2022 File No.

4.2 Indenture, dated December 13, 2019, by and among Weatherford International Ltd., as issuer, the guarantors thereto and Deutsche Bank Trust Company Americas, as trustee.

Exhibit 4.1 of the Company’s Current

Report on Form 8-K

filed December 18, 2019 File No.

4.3 Form of Senior Note (included in Exhibit 4.2).

Included in Exhibit 4.1 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.

Exhibit 4.1 of the

Company’s Current

Report on Form 8-K

filed August 28, 2020

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

Included in Exhibit 4.1 of

the Company’s Current

Report on Form 8-K

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.

Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021 File No.

4.7 Form of Note (included in Exhibit 4.7).

Included in Exhibit 4.1 of the Company’s Current Report on Form 8-K filed September 30, 2021 File No.

4.2 Indenture, dated October 27, 2021, by and among Weatherford International Ltd., as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee

4 unchanged sentences

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

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

Weatherford International plc – 2024 Form 10-K | 82

Exhibit Number Description Original Filed Exhibit File Number

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:

Weatherholt (July 23, 2020), Girish K.

Saligram (October 12, 2020), Joseph H.

Mongrain (September 28, 2021), Desmond J.

Mills (November 2, 2022), and Arunava Mitra (January 13, 2023).

Saligram (October 12, 2020) , Desmond J.

Mills (November 2, 2022), Arunava Mitra (January 13, 2023) , David Reed (December 8, 2022) , Depinder Sandhu (October 11, 2022) , Richard Ward (January 8, 2024) and Todd Glance (August 15, 2024)

Exhibit 10.11 of the

4 unchanged sentences

Weatherholt (July 23, 2020), Girish K.

Saligram (October 12, 2020), Joseph H.

Mongrain (September 28, 2021), Desmond J.

Mills (November 2, 2022), and Arunava Mitra (January 13, 2023).

Saligram (October 12, 2020), Desmond J.

Mills (November 2, 2022), Arunava Mitra (January 13, 2023) , David Reed (December 8, 2022), Depinder Sandhu (October 11, 2022) , Richard Ward (January 8, 2024) and Todd Glance (August 15, 2024)

Exhibit 10.12 of the

2 unchanged sentences

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

21 unchanged sentences

August 14, 2020

Weatherford International plc – 2024 Form 10-K | 83

Exhibit Number Description Original Filed Exhibit File Number

Weatherford International plc Second Amended and Restated 2019 Equity Incentive Plan

12 unchanged sentences

2021 filed November 2, 2021

Weatherford International plc – 2023 Form 10-K | 82

Exhibit Number Description Original Filed Exhibit File Number

Amended and Restated Weatherford International plc Short-Term Incentive Plan

1 unchanged sentence

filed February 8, 2023

S econd Amended and Re stated Weatherford International plc Short-Term Incentive Plan

Exhibit 10.4 of the Company’s Quarterly Report for the period ending June 30, 2024 filed July 24, 2024 File No.

Form of Executive Officer Restricted Share Unit Award Agreement

2 unchanged sentences

Exhibit 10.2 of the Company’s Current Report on Form 8-K filed January 20, 2022

Form of Non-Executive Director Restricted Share Unit Award Agreement

Exhibit 10.3 of the Company’s Current Report on Form 8-K filed January 20, 2022 File No.

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

4 unchanged sentences

Exhibit 10.5 of the Company’s Current Report on Form 8-K filed January 23, 2023 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.

Weatherford International plc – 2024 Form 10-K | 84

Exhibit Number Description Original Filed Exhibit File Number

Form of Executive Officer Restricted Share Unit Award Agreement adopted January 18, 2024 and amended July 23, 2024

Exhibit 10.1 of the Company’s Quarterly Report for the period ending September 30, 2024 filed October 23, 2024 File No.

Form of Executive Officer Performance Share Unit Award Agreement adopted January 18, 2024 and amended July 23, 2024

Exhibit 10.2 of the Company’s Quarterly Report for the period ending September 30, 2024 filed October 23, 2024

Form of Non-Executive Director Restricted Share Unit Award Agreement adopted January 18, 2024 and amended July 23, 2024

Exhibit 10.7 of the Company’s Quarterly Report for the period ending June 30, 2024 filed July 24, 2024 File No.

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.

12 unchanged sentences

Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 28, 2022 File No.

Weatherford International plc – 2024 Form 10-K | 85

Exhibit Number Description Original Filed Exhibit File Number

Additional Lender Supplement, dated as of November 22, 2022, by and among Weatherford International Ltd., Weatherford International, LLC, Weatherford International plc, ATB Financial and Wells Fargo Bank, National Association, as administrative agent

5 unchanged sentences

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

3 unchanged sentences

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.

Fifth 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

Exhibit 10.33 of the Company’s Annual Report on Form 10-K filed February 7, 2024

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

Exhibit 10.1 of the Company’s Quarterly Report for the period ending March 31, 2024 filed April 24, 2024 File No.

Weatherford International plc – 2024 Form 10-K | 86

Exhibit Number Description Original Filed Exhibit File Number

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

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 11, 2024.

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.

*Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5).

Weatherford agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 11, 2024.

Seventh Amendment to Amended and Restated Credit Agreement, dated as of June 24, 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

Exhibit 10.3 of the Company’s Quarterly Report for the period ending June 30, 2024 filed July 24, 2024 File No.

E i g hth Amendment to Amended and Restated Credit Agreement, dated as of November 22 , 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

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

8 unchanged sentences

filed August 28, 2020

Weatherford International plc – 2024 Form 10-K | 87

Exhibit Number Description Original Filed Exhibit File Number

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

9 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

Form of Confidentiality and Restricted Covenant Agreement

Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed February 7, 2024

Weatherford International plc Insider Trading Policy

Exhibit 19 to the Company’s Annual Report on Form 10-K filed February 7, 2024

†21.1 Subsidiaries of Weatherford International plc

5 unchanged sentences

97 W eatherford International plc Executive Officer Clawback Policy

Exhibit 97 to the Company’s Annual Report on Form 10-K filed February 7, 2024

†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

8 unchanged sentences

†† Furnished herewith.

Weatherford International plc – 2024 Form 10-K | 88

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

4 unchanged sentences

Form 10-K Summary.

Weatherford International plc – 2023 Form 10-K | 86

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Girishchandra K.

27 unchanged sentences

Jacqueline Mutschler

Weatherford International plc – 2023 Form 10-K | 87

/s/ Steven Beringhause

Director February 6, 2025

Steven Beringhause

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