Form 4: ChampionX Executive's Equity Converts to Schlumberger Shares Post-Merger

Robert K. Galloway's ChampionX Corp. equity and derivative holdings were converted into Schlumberger Limited shares and cash as part of the merger effective July 16, 2025.

Summary

• Robert K. Galloway, President of Drilling Technologies at ChampionX Corp., reported changes in his beneficial ownership due to the merger of ChampionX Corp. with Schlumberger Limited (SLB).
• Effective July 16, 2025, 83,980 shares of ChampionX Common Stock beneficially owned by Mr. Galloway were disposed of, resulting in zero ChampionX shares owned.
• Each ChampionX common stock share was cancelled and converted into the right to receive 0.735 shares of SLB common stock.
• Outstanding restricted stock units (RSUs) and restricted stock awards of ChampionX were assumed and converted into restricted shares of SLB Common Stock, adjusted by the 0.735 exchange ratio.
• 14,606 Stock Appreciation Rights (SARs) with an exercise price of $24.65 were terminated and cancelled for a cash payment, calculated based on the number of shares underlying the SARs multiplied by the excess of the volume-weighted average closing price of ChampionX common stock over the SAR exercise price.

Sentiment

Score: 7

Explanation: The document reports a standard transaction resulting from a pre-announced merger. It's a neutral event in terms of new news, but the merger itself is a significant corporate action. The conversion of shares into a larger entity's stock can be seen as positive for long-term stability, while the cash payout for SARs provides liquidity.

Positives

• The merger provides ChampionX shareholders, including Mr. Galloway, with shares in a larger, potentially more diversified entity (Schlumberger Limited).
• The cash payout for Stock Appreciation Rights provides immediate liquidity for those specific derivative holdings.

Negatives

• Loss of direct ownership in ChampionX Corp. as it ceases to be an independent publicly traded entity.

Future Outlook

ChampionX Corp. has merged with and become an indirect wholly-owned subsidiary of Schlumberger Limited, effective July 16, 2025. This means ChampionX will no longer trade independently, and its former equity holders will now hold SLB shares or cash.

Industry Context

This merger signifies consolidation within the oilfield services sector, with a major player like Schlumberger acquiring ChampionX. This could lead to increased market share for SLB and potentially impact competitive dynamics in drilling technologies and related services.

Comparison to Industry Standards

• Mergers and acquisitions are common in the oil and gas services industry, especially during periods of market consolidation or strategic realignment.
• The conversion of equity and derivatives into the acquiring company's stock and/or cash is a standard practice in such transactions.
• The specific exchange ratio (0.735 SLB shares per CHX share) would typically be compared to historical merger premiums in the sector to assess its fairness, though this document does not provide sufficient information for such an assessment.
• Comparable transactions include strategic acquisitions by major players in the oilfield services sector such as Schlumberger, Baker Hughes, or Halliburton.

Stakeholder Impact

• Shareholders: ChampionX shareholders received SLB common stock and/or cash, transitioning their investment to a larger, diversified energy services company.
• Employees: ChampionX employees, including Mr. Galloway, are now part of the Schlumberger organization. Their employment terms and benefits would be subject to SLB's policies.

Next Steps

• Former ChampionX shareholders will now hold Schlumberger Limited common stock.
• Integration of ChampionX's operations into Schlumberger Limited.

Key Dates

Keywords

ChampionX, CHX, Schlumberger, SLB, Merger, Acquisition, Form 4, Insider Transaction, Equity Conversion, Stock Appreciation Rights, Restricted Stock Units, Oilfield Services