Weatherford International plc

DEF 14A 1 d136463ddef14a.htm DEF 14A

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. )

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Weatherford International plc

(Name of Registrant as Specified in its Charter)

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A Message From Our Board of Directors

Dear Fellow Weatherford Shareholder,

Introduction

As previously announced, after careful review by our Board of Directors (“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. We have been considering a redomestication or similar transaction for several years now, and we believe the time is right to make the move. The Company previously proposed a redomestication to Texas and the related proposals received support in excess of 60% of votes cast at our shareholder meetings held on June 11, 2026; however, certain of the proposals did not receive the requisite 75% support needed to pass. In connection with the Texas proposals, we actively engaged with shareholders and had productive discussions with institutions holding approximately 42.38% of our shares. Given the strong support for a move back to the United States, and taking into consideration the discussions with our shareholders, the Board determined that proposing a redomestication to Delaware would be appropriate.

We are pleased to invite you to participate intwo meetings of the shareholders of Weatherford International plc (“Weatherford-Ireland”) to be held on September 3, 2026 at 2000 Saint James Place, Marcellus Room, Houston, Texas 77056, United States of America. The first, a special scheme meeting (the “Scheme Meeting”), is to be held at 9:00 a.m. (Central Time) / 3:00 p.m. (Irish Time), and the second, an extraordinary general meeting (the “EGM”) is to be held at 9:10 a.m. (Central Time) / 3:10 p.m. (Irish Time), or if the Scheme 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 both the Scheme Meeting and the EGM. 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 Delaware.

As a result of the scheme of arrangement, Weatherford International Corp, a Delaware corporation(“Weatherford-US”) will become the new ultimate parent company of the Weatherford group of companies, and you will become a Weatherford-US stockholder. The accompanying Proxy Statement describes the proposed scheme of arrangement. Your rights as a stockholder of Weatherford-US will be governed by Delaware law, the Delaware Charter and the Bylaws. It is important to note that there are differences between Delaware 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 Delaware 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 voteFOR 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 (and, in particular, pageIV which provides instructions on thetwo separate proxy cards that are required to be completed). If you

Weatherford International plc — 2026 Shareholder MeetingsI require assistance with voting, please contact our proxy solicitor, Innisfree M&A Incorporated. Banks and brokers may call: +1 (212) 750-5833. Shareholders may call toll-free: +1 (877) 750-8226.

**The scheme of arrangement will not be implemented unless the scheme of arrangement proposal to be voted upon at the Scheme Meeting and each of proposals 1 through 5 to be voted upon at the EGM are approved. **

Please vote BOTH PROXY CARDS so that your shares will be voted in both the Scheme Meeting and the EGM.

Sincerely,

II Weatherford International plc — 2026 Shareholder Meetings

AGENDA ITEMS FOR YOUR VOTE

Shareholder Feedback

Feedback from our shareholders is important to us and considered carefully. Your Board will be available at the Scheme Meeting and Extraordinary General Meeting to respond to any questions shareholders may raise. We invite interested parties to submit feedback through our Extraordinary General Meeting website,www.weatherford.com/specialmeeting/.

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.

PLEASE VOTE BOTH PROXY CARDS.

YOUR VOTE IS IMPORTANT.

Weatherford International plc — 2026 Shareholder MeetingsIII

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 SCHEME MEETING (the “Scheme Meeting”) is YELLOW. The proxy card for you to grant your proxy with respect to the EXTRAORDINARY GENERAL MEETING (the “EGM”) 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.

**The scheme of arrangement will not be implemented unless the scheme of arrangement proposal to be voted upon at the Scheme Meeting and each of proposals 1 through 5 to be voted upon at the EGM are approved. **

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 78 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 August 21, 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 Scheme Meeting and the EGM) and related proxy cards (one yellow for the Scheme Meeting and one blue for the EGM) are first being mailed on behalf of our Board beginning on or about July 13, 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.weatherford.com/specialmeeting/ 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