Weatherholt Scott C 4

What Happened
Scott C. Weatherholt, EVP, General Counsel & Chief Compliance Officer of Weatherford International (WFRD), had 24,385 performance share units (PSUs) vest on Feb 4, 2026. The PSUs converted to common shares at no exercise price. To satisfy tax obligations, 9,596 of those shares were withheld (disposed) at $99.97 per share, equal to $959,312, leaving a net receipt of 14,789 shares.

Key Details

• Transaction date: 2026-02-04; Form filed 2026-02-06 (within typical 2-business-day Form 4 filing window).
• Vesting/conversion: 24,385 shares (derivative exercise/conversion, $0 exercise price).
• Tax withholding (disposition): 9,596 shares at $99.97 each = $959,312 (code F).
• Net shares delivered to insider: 24,385 − 9,596 = 14,789 shares.
• Footnotes: F1 — PSUs were granted Jan 18, 2023 under the 2019 Equity Incentive Plan and vested at 153% of target after the three-year performance period ended Dec 31, 2025. F2 — The 9,596-share disposition represents withholding of vested PSUs to satisfy tax obligations.
• Shares owned after the transaction: not specified in the provided filing excerpt.

Context
This was a vesting of performance-based equity, not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a routine administrative step (cashless withholding) and is reported as a disposition for tax purposes; it does not necessarily indicate a decision to sell additional shares. For retail investors, awards vesting are different from purchases by insiders — vesting reflects prior compensation decisions and achievement of performance goals.