CFO & Treasurer Morrison Michael L covered exercise/tax liability with 4,972 shares, returned $93,076 worth of shares to the company (2,281 units at $40.80), was granted 10,459 shares and converted options into 4,972 shares, increasing direct ownership by 109% to 15,657 units (SEC Form 4)
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NCS Multistage Holdings, Inc. [ NCSM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/28/2026 | M(1) | 4,972 | A | $0 | 12,451 | D | |||
| Common Stock | 02/28/2026 | F(1) | 4,972 | D | $39.84 | 7,479 | D | |||
| Common Stock | 02/28/2026 | D | 262(2) | D | $39.84 | 7,217 | D | |||
| Common Stock | 03/02/2026 | A | 7,996 | A | $0 | 15,213 | D | |||
| Common Stock | 03/02/2026 | D | 2,019(3) | D | $40.93 | 13,194 | D | |||
| Common Stock | 03/03/2026 | A | 2,463 | A | $0 | 15,657(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Equivalent Stock Units | (5) | 02/28/2026 | M(1) | 4,972 | (6) | (6) | Common Stock | 4,972 | $0 | 6,043 | D | ||||
| Equivalent Stock Units | (5) | 03/03/2026 | A | 2,463 | (7) | (7) | Common Stock | 2,463 | $0 | 8,506 | D | ||||
| Performance Stock Units | (8) | 03/03/2026 | A | 4,978 | (8) | 12/31/2028 | Common Stock | 4,978 | $0 | 4,978 | D | ||||
| Explanation of Responses: |
| 1. Equivalent stock units vested on February 28, 2026 and settled for cash. |
| 2. These shares were surrendered to satisfy the tax obligations related to the vesting of restricted stock units. |
| 3. These shares were surrendered to satisfy the tax obligations related to the vesting of performance stock units. |
| 4. Includes 2,145 restricted stock units which vest in two equal annual installments beginning on February 28, 2027 and 2,463 restricted stock units which vest in three equal annual installments beginning on February 28, 2027. |
| 5. These equivalent stock units settle in cash and represent the economic equivalent of one share of common stock, provided that the amount of cash settled for any equivalent stock unit will not exceed the maximum payout established by the Compensation, Nominating and Governance Committee. |
| 6. The number of derivative securities reported in column 9 represents 3,898 equivalent stock units which vest on February 28, 2027 and 2,145 equivalent stock units which vest in two equal annual installments beginning on February 28, 2027. |
| 7. The number of derivative securities reported in column 9 represents 3,898 equivalent stock units which vest on February 28, 2027, 2,145 equivalent stock units which vest in two equal annual installments beginning on February 28, 2027 and 2,463 equivalent stock units which vest in three equal annual installments beginning on February 28, 2027. |
| 8. These performance stock units represent a contingent right to receive common stock, based on the Issuer's relative total shareholder return versus that of its peer group, subject to an absolute total shareholder return modifier. Each performance stock unit will settle for between zero and 1.25 shares of common stock in the first quarter of 2029, based on achievement of the performance measures over a three-year period, following certification by the Compensation, Nominating and Governance Committee of the performance results. |
| /s/ Ori Lev, attorney-in-fact | 03/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||