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Weatherford International plc

For the period ended Jun 11, 2026. Filed Apr 21, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2026 · Filed Apr 21, 2026

WFRD$84.43+2.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Weatherford International plc

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that

apply

):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Weatherford International plc — 2026 Shareholder Meetings I

AGENDA ITEMS FOR YOUR VOTE

ItemsBoardRecommendationProxyPage
Court Meeting:
1. Agree to the Scheme of ArrangementFOR91
Annual General Meeting:
Annual Business
1. Election of DirectorsFOR each nominee12
2. Ratify the Appointment of Independent Auditors and Authorize Auditors’ RemunerationFOR27
3. Approve, on a non-binding advisory basis, our Executive CompensationFOR31
4. Approve an Amendment and Restatement of our Equity Incentive PlanFOR65
5. Approve a Renewal of our Board’s Annual Authority to Issue SharesFOR74
6. Approve a Renewal of our Board’s Annual Power to Opt-Out of Statutory Preemption RightsFOR76
Scheme Related Business
7. Approve the Scheme of Arrangement Implementation ProposalFOR102
8. Approve the Capital Reduction contemplated by the Scheme of ArrangementFOR103
9. Approve the Initial Issue of one or more Share(s) to Weatherford-US in connection with the Scheme of ArrangementFOR104
10. Approve the Authority for our Board to Issue Further Shares to Weatherford-US in connection with the Scheme of Arrangement by the Application of ReservesFOR105
11. Approve an Amendment to our Articles of AssociationFOR106
12. If proposed by our AGM chairperson, Approve an Adjournment of the Annual General MeetingFOR108
ADVANCE VOTING DEADLINE
Voting instructions for registered shareholders and beneficial shareholders
You may vote in person at the meetings, or you may vote in advance by using one of the following options. In all cases, have your proxy cards or voting instructions form in hand and follow the instructions.
By mail Follow the instructions to mark, sign, and date your proxy cards · By phone Use any touch-tone telephone to transmit your voting instructions · By internet Use the internet to transmit your voting instructions
+1-800-690-6903www.proxyvote.com

Shareholder Feedback

Feedback from our shareholders is important to us and considered carefully. Your Board will be available at the Court Meeting and Annual General Meeting to respond to any questions shareholders may raise regarding our activities. We invite interested parties to submit feedback through our Annual General Meeting website, www.weatherfordannualmeeting.com.

Website References and Additional Materials

This Proxy Statement includes several website addresses and references to additional materials found on those websites, includingwww.weatherford.com. These websites and materials are not incorporated by reference herein.

II Weatherford International plc — 2026 Shareholder Meetings

A Message From Our Board of Directors

Dear Fellow Weatherford Shareholder,

Introduction

After careful review by our Board of Directors (the “Board”) and management team, we have decided to simplify and streamline the organizational, statutory and regulatory structure of Weatherford and its subsidiaries by restructuring the company to redomesticate to the United States and establish our ultimate parent company in Texas. Weatherford has long called Texas “home,” with our corporate headquarters in Houston, Texas, and operations throughout the state. In fact, our roots go back to the Weatherford Spring Company in Weatherford, Texas more than 80 years ago. We have been considering a redomestication or similar transaction for several years now, and we believe the time is right to make the move. We are pleased to invite you to participate in two meetings of the shareholders of Weatherford International plc (“Weatherford-Ireland”) to be held on June 11, 2026 at 2000 Saint James Place, Marcellus Room, Houston, Texas 77056, United States of America. The first, a special court-ordered shareholder meeting, is to be held at 8:00 a.m. (Central Time) / 2:00 p.m. (Irish Time), and the second, the annual general meeting of shareholders of Weatherford-Ireland is to be held at 8:10 a.m. (Central Time) / 2:10 p.m. (Irish Time), or if the special court-ordered shareholder meeting has not concluded by such time, as soon as possible after the conclusion of such meeting.

We are making the accompanying Proxy Statement available in connection with the solicitation by our Board of proxies to be voted at these two meetings of our shareholders as described in the accompanying Proxy Statement. At these two meetings, you will be asked to vote on a number of proposals, including proposals for a “scheme of arrangement” under Irish law that, if approved, will change the place of incorporation of our ultimate parent company from Ireland to Texas. You will also be asked to vote on our typical proposals relating to the ordinary business of our annual general meeting, which proposals will be familiar to you.

Completion of the proposed scheme of arrangement will result in the cancellation of your Weatherford-Ireland ordinary shares and the replacement of those shares with an equal number of shares of common stock issued by Weatherford International Corp, a Texas corporation(“Weatherford-US”). Weatherford-US is a newly-formed, indirect, wholly-owned subsidiary of Weatherford-Ireland, formed by Weatherford for purposes of effecting the scheme of arrangement and redomestication. As a result of the scheme of arrangement, Weatherford-US will become the new ultimate parent company of the Weatherford group of companies, and you will become a Weatherford-US stockholder. Your rights as a stockholder of Weatherford-US will be governed by Texas law, the Texas Charter and the Bylaws. It is important to note that there are differences between Texas and Irish law and certain of the rights that you currently enjoy as a shareholder of Weatherford-Ireland will change, including in relation to the issuance of shares, regulation of business combinations (such as takeovers, acquisitions, and mergers) and appraisal and dissenter rights. You should therefore carefully consider the section entitled “Comparison of Rights of Shareholders and Powers of the Board of Directors” in the accompanying Proxy Statement. Our listing on the Nasdaq is expected to continue under the same ticker symbol, “WFRD.”

While we believe that our multi-national business structure under an Irish parent company has served us and our shareholders well for many years, the time is right to move forward with a Texas parent for the Weatherford group of companies. After considering various factors, the Board unanimously determined that this proposed redomestication will, among other benefits, simplify Weatherford’s organizational, statutory and regulatory framework and allow us to gain efficiencies in our corporate treasury, cash management, risk management and tax functions. The Board believes that the proposed scheme of arrangement, other related proposals and resulting redomestication will achieve a more appropriate structure for Weatherford going forward. The reasons for the proposed scheme of arrangement and other related proposals are discussed in further detail in the accompanying Proxy Statement. On behalf of our Board, thank you for your continued support.

Recommendation: The Board unanimously recommends that you vote FOR each of the proposals described in the accompanying Proxy Statement.

Your vote is very important regardless of the number of Weatherford-Ireland ordinary shares that you own. Please read the accompanying Proxy Statement for more information on how to vote your shares. If you require assistance with voting, please contact our proxy solicitor, Okapi Partners. Banks and brokerage firms and all non-U.S. callers, please call: +1 (212) 297-0720. Shareholders and all others, please call toll-free: +1 (855) 208-8902, or e-mail info@okapipartners.com.

Sincerely,

Charles M. Sledge (Chair)Steven BeringhauseBenjamin C. Duster, IV
Neal P. GoldmanJacqueline C. MutschlerGirishchandra K. Saligram

Weatherford International plc — 2026 Shareholder Meetings III

Important Notice Regarding Proxy Cards

Enclosed with this Proxy Statement aretwo separate proxy cards — one for each shareholder meeting. The proxy card for you to grant your proxy with respect to the SPECIAL COURT-ORDERED MEETING (the “Court Meeting”) is YELLOW. The proxy card for you to grant your proxy with respect to the 2026 ANNUAL GENERAL MEETING (the “AGM”) is BLUE. Your completion of one proxy card isnot sufficient to grant your proxy to vote at the other shareholder meeting. To grant your proxy forboth shareholder meetings, you must complete, sign, date and return to usboth the yellow and blue proxy cards, together with any power of attorney or other authority under which they are executed (or a duly certified copy of any such power or authority), or properly appoint your proxy by telephone or via the internet as to both shareholder meetings.

A quorum must be determined separately for each shareholder meeting. If you do not properly grant your proxy for a particular meeting or attend that meeting in person, your shares will not be counted for establishing a quorum for that meeting.

PLEASE VOTE BOTH OF THE ENCLOSED PROXY CARDS

This Proxy Statement incorporates documents by reference. See “Where You Can Find More Information” beginning on page 149 for a listing of documents incorporated by reference. Any shareholder may also obtain a copy of these documents free of charge by contacting our U.S. Investor Relations Department in writing at 2000 Saint James Place, Houston, Texas 77056, United States of America, or by telephone at +1 (713)836-4000. To ensure timely delivery of these documents, any request should be made by May 29, 2026. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in this Proxy Statement.

You should rely only on the information contained or incorporated by reference in this Proxy Statement. We have not authorized anyone else to provide you with different information. The information contained or incorporated by reference in this Proxy Statement is accurate only as of the date thereof (unless the information specifically indicates that another date applies), or in the case of information incorporated by reference, only as of the date of such information, regardless of the time of delivery of this Proxy Statement. Our business, financial condition, results of operations and prospects may have changed since such dates. Therefore, you should not rely upon any information that differs from or is in addition to the information contained in this Proxy Statement or in the documents incorporated by reference.

This Proxy Statement (including the formal notices of the Court Meeting and the AGM) and related proxy cards (one yellow for the Court Meeting and one blue for the AGM), together with our Annual Report on Form 10-K and our Irish Statutory Accounts, are first being mailed on behalf of our Board beginning on or about April 21, 2026 to each registered shareholder in our share register as of the Voting Record Time set forth below, and are also being made available electronically on our website at www.weatherfordannualmeeting.com as of the same date.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE CONTEMPLATED SCHEME OF ARRANGEMENT OR DETERMINED IF THIS PROXY STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IV Weatherford International plc — 2026 Shareholder Meetings

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