Form 4: ChampionX Executive Files Form 4 for Planned Stock Conversion Post-Schlumberger Merger

A ChampionX Corp. executive has filed a Form 4 detailing the planned conversion of her common stock and restricted stock units into Schlumberger Limited shares on July 16, 2025, following the previously announced merger.

Summary

• Julia Wright, Senior VP, GC & Secretary of ChampionX Corp., filed a Form 4 detailing the planned conversion of her ChampionX common stock and restricted stock units (RSUs) into Schlumberger Limited (SLB) common stock and SLB RSU awards.
• This transaction is scheduled to occur on July 16, 2025, pursuant to a Rule 10b5-1 plan, indicating a pre-arranged trading plan.
• The conversion is a direct result of the Agreement and Plan of Merger dated April 2, 2024, where ChampionX Corp. will become an indirect wholly owned subsidiary of SLB.
• Under the merger terms, each outstanding share of ChampionX common stock will be converted into the right to receive 0.735 shares of SLB common stock, with cash in lieu of fractional shares.
• Each ChampionX RSU will be assumed and converted into an SLB RSU Award, with the number of SLB shares subject to the award equal to the product of the original RSU shares multiplied by the 0.735 Exchange Ratio, rounded down.
• Following this planned transaction, Julia Wright will beneficially own 0 shares of ChampionX common stock and 0 derivative securities of ChampionX.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive, as it confirms the planned execution of a significant corporate transaction (merger) for a key executive, indicating progress in the integration process.

Positives

• The filing indicates the orderly execution of a pre-planned transaction under a Rule 10b5-1 plan, demonstrating adherence to corporate governance and insider trading regulations.
• The merger allows ChampionX shareholders, including executives, to participate in the future performance of Schlumberger Limited, a larger industry player.

Future Outlook

The filing confirms the planned completion of the merger's share conversion terms for a key executive, indicating the final stages of integration for ChampionX into Schlumberger Limited.

Management Comments

• /s/ Julia Wright

Industry Context

This filing reflects the ongoing consolidation within the oilfield services sector, with Schlumberger Limited acquiring ChampionX Corp., aiming to enhance its market position and service offerings.

Corporate Governance

Related Party Transactions

• The filing details the planned conversion of securities as a result of the merger between ChampionX Corp. and Schlumberger Limited, which is a significant transaction between the two entities.

Stakeholder Impact

• Shareholders of ChampionX Corp. will have their shares converted into Schlumberger Limited common stock, altering their investment vehicle and exposure.
• Employees holding ChampionX RSUs will have their awards converted to SLB RSU Awards, maintaining their equity incentives within the new corporate structure.

Next Steps

• The actual conversion of ChampionX common stock and RSUs into Schlumberger Limited securities on July 16, 2025.

Key Dates

Keywords

ChampionX Corp, Schlumberger Limited, Merger, SEC Form 4, Stock Conversion, Restricted Stock Units, Rule 10b5-1, Beneficial Ownership, Oilfield Services