0001603923false00016039232025-04-212025-04-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2025
Weatherford International plc
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Ireland | 001-36504 | 98-0606750 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | | |
2000 St. James Place | , | Houston, | | Texas | | | 77056 |
(Address of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: 713.836.4000
| | | | | | | | |
N/A |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Ordinary shares, $0.001 par value per share | WFRD | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| | | | | |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Financial Officer
On April 22, 2025, Weatherford International plc (the “Company”) announced the appointment of Anuj Dhruv, 43, to serve as the Company’s Executive Vice President and Chief Financial Officer, effective April 21, 2025. Mr. Dhruv brings more than two decades of diverse experience in global finance, strategy, and transformation roles across the technology, energy, and chemicals industries. Most recently, he served as Vice President of Finance and Strategy for the Global Olefins and Polyolefins segment at LyondellBasell from November 2022 to April 2025, where he was responsible for driving performance, investment strategies, and transformation initiatives across a $29B revenue segment. Before that he served as Vice President and Treasurer at LyondellBasell beginning in February 2020. Mr. Dhruv’s extensive background includes strategic leadership at Schlumberger and Microsoft, with a track record of optimizing financial performance, leading complex M&A transactions, and building high-performing teams.
In connection with Mr. Dhruv’s appointment as Executive Vice President and Chief Financial Officer of the Company, he will receive the following compensation:
1.annual base salary of $570,000;
2.eligibility to participate in the Company’s Short Term Incentive Plan, as amended and restated (“STI”), with a target award opportunity set at up to 90% of his annual base salary for 2025 pursuant to the terms of the STI, prorated for his partial year of service;
3.a long-term incentive award for 2025 granted under the Company’s Third Amended and Restated 2019 Equity Incentive Plan (the “EIP”) equal to $1,767,000 of the Company’s ordinary shares on the date of grant, which will be delivered in a combination of 30% Restricted Share Units (“RSUs”) vesting ratably over three years from the date of grant and 70% Performance Share Units which, subject to the achievement of the performance metrics, will cliff vest at the end of the three-year performance period;
4.a sign-on equity award under the EIP equal to $1,000,000 of the Company’s ordinary shares on the date of grant, which will be delivered in the form of RSUs vesting ratably over two years; and
5.eligibility to participate in the EIP or other long-term incentive plans in subsequent years.
Mr. Dhruv will be covered under the Company’s Third Amended and Restated Change in Control Severance Plan, which provides that upon a qualifying termination of employment following a change in control transaction, he would receive, subject to a release of claims, severance benefits equal to two times base salary and bonus; a prorated target annual bonus for the year of termination; continued health and welfare benefits; outplacement services and certain other benefits. In addition, Mr. Dhruv will also be covered under the Company’s Amended and Restated Executive Severance Plan (“Severance Plan”) which provides severance payments and benefits if he experiences a termination of employment by the Company without “Cause” or by the participant for “Good Reason” (each as defined in the Severance Plan). Upon such a termination, Mr. Dhruv will be able to receive an amount equal to one times his base salary and bonus; a prorated target annual bonus for the year of termination; continued health and welfare benefits and outplacement services.
Mr. Dhruv will be eligible for other benefits for similarly situated executives in accordance with the Company’s standard plans and polices. In addition, the Company and one of its primary subsidiaries will enter into customary officer indemnification agreements with Mr. Dhruv upon joining the Company.
There are no arrangements or understandings between Mr. Dhruv and any other persons pursuant to which Mr. Dhruv was selected to act as the Executive Vice President and Chief Financial Officer of the Company. Mr. Dhruv does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Departure of Chief Financial Officer
In conjunction with the appointment of Mr. Dhruv, Arunava Mitra has left Weatherford effective April 21, 2025 and has ceased to serve as its Executive Vice President and Chief Financial Officer. In conjunction with his departure from the Company, Mr. Mitra will be entitled to certain benefits and compensation under the Company’s pre-existing compensation plans and applicable policies and related agreements, as generally described in the Company’s annual proxy statement filed with the SEC on April 24, 2024, as well as subsequent Company filings on Form 8-K or other filings with the Securities and
Exchange Commission. These include benefits under our EIP and related award agreements. Receipt of these benefits is subject to his execution of a general release of claims in favor of the Company. Mr. Mitra’s leaving the Company is not the result of any dispute or disagreement with the Company on any matter relating to the Company’s accounting practices or financial statements.
| | | | | |
Item 7.01 | Regulation FD Disclosure. |
On April 22, 2025, the Company issued a press release describing certain of the matters in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings. The filing of this Item 7.01 of this Current Report on Form 8-K (including the exhibit hereto or any information included herein or therein) shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| | | | | | | | |
Item 9.01 | | Financial Statements and Exhibits. |
| | |
(d) | | Exhibits |
| | | | | | | | |
Exhibit Number | | Exhibit Description |
99.1 | | |
104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| Weatherford International plc |
Date: April 22, 2025 | By: | /s/ Scott C. Weatherholt |
| | Scott C. Weatherholt |
| | Executive Vice President, General Counsel and Chief Compliance Officer |
NEWS RELEASE
Weatherford Appoints New Chief Financial Officer
HOUSTON, April 22, 2025 - Weatherford International plc (NASDAQ: WFRD) ("Weatherford" or the "Company") today announced Anuj Dhruv has been appointed as Executive Vice President and Chief Financial Officer.
Girish Saligram, President and Chief Executive Officer of Weatherford, commented, “I am pleased to welcome Anuj to Weatherford. With fresh perspective and proven expertise, Anuj will enhance our leadership team and help position Weatherford to lead confidently through the next phase of our journey. His experience across multiple industries and leadership roles in finance will help shape Weatherford’s focus on delivering high returns for our shareholders. I would like to thank Arun Mitra for his contributions during his time with Weatherford and wish him the best for the future.”
About Anuj Dhruv
Mr. Dhruv brings more than two decades of diverse experience in global finance, strategy, and transformation roles across the technology, energy, and chemicals industries. Most recently, he served as Vice President of Finance and Strategy for the Global Olefins and Polyolefins segment at LyondellBasell, where he was responsible for driving performance, investment strategies, and transformation initiatives across a $29B revenue segment. Mr. Dhruv’s extensive background includes strategic leadership at Schlumberger and Microsoft, with a track record of optimizing financial performance, leading complex M&A transactions, and building high-performing teams.
About Weatherford
Weatherford delivers innovative energy services that integrate proven technologies with advanced digitalization to create sustainable offerings for maximized value and return on investment. Our world-class experts partner with customers to optimize their resources and realize the full potential of their assets. Operators choose us for strategic solutions that add efficiency, flexibility, and responsibility to any energy operation. The Company conducts business in approximately 75 countries and has approximately
18,000 team members representing more than 110 nationalities and 320 operating locations. Visit weatherford.com for more information and connect with us on social media.
# # #
Contacts
For Investors:
Luke Lemoine
Senior Vice President, Corporate Development & Investor Relations
+1 713-836-7777
investor.relations@weatherford.com
For Media:
Kelley Hughes
Senior Director, Communications & Employee Engagement
media@weatherford.com
v3.25.1
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Weatherford (NASDAQ:WFRD)
Gráfico Histórico do Ativo
De Mai 2025 até Jun 2025
Weatherford (NASDAQ:WFRD)
Gráfico Histórico do Ativo
De Jun 2024 até Jun 2025