{"filing":{"accession_number":"0001193125-26-377638","cik":"0001692427","ticker":"NCSM","company_name":"NCS Multistage Holdings, Inc.","form":"8-K","filing_date":"2026-09-01","report_date":"2026-09-01","primary_document":"d534761d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1692427/000119312526377638/d534761d8k.htm"},"events":[{"id":30814,"run_id":28255,"accession_number":"0001193125-26-377638","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"NCS Multistage Holdings completed a merger in which its common stock was converted into ordinary shares of Parent at specified exchange ratios, with stockholder approval obtained via written consent on May 31, 2026, and the Effective Time occurring on or before September 1, 2026. The company became a wholly owned subsidiary of Parent, resulting in a change of control. The merger completion triggered delisting from Nasdaq, termination of the credit agreement, extinguishment of common equity rights, and replacement of the entire board and management team.","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33531,"accession_number":"0001193125-26-377638","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on termination of a credit agreement \"in connection with the completion of the Merger\" on the Closing Date. While Item 1.02 nominally addresses agreement terminations, the material event here is the merger completion itself—the credit agreement termination is merely a consequence of the merger closing. The full payoff of outstanding obligations and release of liens are typical closing mechanics in M\u0026A transactions. This is material to investors as it reflects a significant capital structure change tied to the merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33532,"accession_number":"0001193125-26-377638","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which NCS Multistage Holdings' common stock was converted into ordinary shares of Parent at specified exchange ratios, with stockholder approval obtained via written consent on May 31, 2026, and the Effective Time occurring on or before September 1, 2026. The disclosure details the merger consideration structure, treatment of equity awards, and election results—all hallmarks of a material acquisition/change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33533,"accession_number":"0001193125-26-377638","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that NCS Multistage Holdings' common stock has been delisted from Nasdaq following completion of a merger. The company notified Nasdaq of the merger completion, requested halting of trading, withdrawal from listing, and filing of Form 25 for removal from listing and deregistration under Section 12(b) of the Exchange Act. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a material delisting event triggered by the merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33534,"accession_number":"0001193125-26-377638","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holder rights in connection with a merger completion. The prose explicitly states that at the \"Effective Time\" common stockholders \"ceased to have any rights\" except the right to receive merger consideration, and cross-references Items 2.01 (acquisition), 3.01 (delisting), 5.01 (changes in control), and 5.03 (amendments to charter/bylaws). This is the terminal event of a merger transaction where common equity is extinguished, making ma_activity the appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33535,"accession_number":"0001193125-26-377638","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses completion of a merger resulting in a change of control, with the Company becoming a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The reference to \"completion of the Merger\" and the resulting subsidiary status indicate a consummated M\u0026A transaction, which is the core event type under ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33536,"accession_number":"0001193125-26-377638","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses a merger completion (\"Effective Time\") in which the entire board of directors (Michael McShane, John Deane, Gurinder Grewal, Ryan Hummer, Valerie Mitchell, Robert Nipper, and W. Matt Ralls) and key officers (Ryan Hummer as CEO, Michael Morrison as CFO, Tim Willems as COO, Ori Lev as General Counsel, and Dewayne Williams as Controller) resigned and were replaced by the Merger Sub's directors and officers. While the Item number is 5.02 (executive changes), the substance is a merger completion with a change of control, making ma_activity the primary event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30815,"run_id":28255,"accession_number":"0001193125-26-377638","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Amendments to the certificate of incorporation and bylaws of NCS Multistage Holdings were adopted pursuant to the Merger Agreement at the Effective Time, reflecting structural changes to the company's governing documents following the merger completion.","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01","form":"8-K","submitted_at":null,"items":[{"id":33537,"accession_number":"0001193125-26-377638","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to the certificate of incorporation and bylaws of NCS Multistage Holdings pursuant to a Merger Agreement at the Effective Time. While the Item 5.03 itself is a governance disclosure, the underlying event is a merger (referenced in Item 2.01), which is material M\u0026A activity. However, since this section focuses specifically on the governance documents amended as a consequence of the merger rather than the merger itself, and the merger details are incorporated by reference from Item 2.01, this Item 5.03 is best classified as a governance event. The amendments are material because they reflect structural changes to the company's governing documents following a significant corporate transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33531,"accession_number":"0001193125-26-377638","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on termination of a credit agreement \"in connection with the completion of the Merger\" on the Closing Date. While Item 1.02 nominally addresses agreement terminations, the material event here is the merger completion itself—the credit agreement termination is merely a consequence of the merger closing. The full payoff of outstanding obligations and release of liens are typical closing mechanics in M\u0026A transactions. This is material to investors as it reflects a significant capital structure change tied to the merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01"},{"id":33532,"accession_number":"0001193125-26-377638","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which NCS Multistage Holdings' common stock was converted into ordinary shares of Parent at specified exchange ratios, with stockholder approval obtained via written consent on May 31, 2026, and the Effective Time occurring on or before September 1, 2026. The disclosure details the merger consideration structure, treatment of equity awards, and election results—all hallmarks of a material acquisition/change of control transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01"},{"id":33533,"accession_number":"0001193125-26-377638","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that NCS Multistage Holdings' common stock has been delisted from Nasdaq following completion of a merger. The company notified Nasdaq of the merger completion, requested halting of trading, withdrawal from listing, and filing of Form 25 for removal from listing and deregistration under Section 12(b) of the Exchange Act. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a material delisting event triggered by the merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01"},{"id":33534,"accession_number":"0001193125-26-377638","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holder rights in connection with a merger completion. The prose explicitly states that at the \"Effective Time\" common stockholders \"ceased to have any rights\" except the right to receive merger consideration, and cross-references Items 2.01 (acquisition), 3.01 (delisting), 5.01 (changes in control), and 5.03 (amendments to charter/bylaws). This is the terminal event of a merger transaction where common equity is extinguished, making ma_activity the appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01"},{"id":33535,"accession_number":"0001193125-26-377638","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses completion of a merger resulting in a change of control, with the Company becoming a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The reference to \"completion of the Merger\" and the resulting subsidiary status indicate a consummated M\u0026A transaction, which is the core event type under ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01"},{"id":33536,"accession_number":"0001193125-26-377638","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses a merger completion (\"Effective Time\") in which the entire board of directors (Michael McShane, John Deane, Gurinder Grewal, Ryan Hummer, Valerie Mitchell, Robert Nipper, and W. Matt Ralls) and key officers (Ryan Hummer as CEO, Michael Morrison as CFO, Tim Willems as COO, Ori Lev as General Counsel, and Dewayne Williams as Controller) resigned and were replaced by the Merger Sub's directors and officers. While the Item number is 5.02 (executive changes), the substance is a merger completion with a change of control, making ma_activity the primary event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01"},{"id":33537,"accession_number":"0001193125-26-377638","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to the certificate of incorporation and bylaws of NCS Multistage Holdings pursuant to a Merger Agreement at the Effective Time. While the Item 5.03 itself is a governance disclosure, the underlying event is a merger (referenced in Item 2.01), which is material M\u0026A activity. However, since this section focuses specifically on the governance documents amended as a consequence of the merger rather than the merger itself, and the merger details are incorporated by reference from Item 2.01, this Item 5.03 is best classified as a governance event. The amendments are material because they reflect structural changes to the company's governing documents following a significant corporate transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-01T12:46:04.036284+00:00","company_name":"NCS Multistage Holdings, Inc.","ticker":"NCSM","filing_date":"2026-09-01"}]}