M&A: ChampionX Corp

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312524285362

Comments: On April 2, 2024, ChampionX Corporation entered into a Merger Agreement with Schlumberger Limited and its subsidiaries, which will result in ChampionX being merged and surviving as an indirect wholly owned subsidiary of Schlumberger. On December 23, 2024, to address potential tax implications under Sections 280G and 4999 of the Internal Revenue Code due to the Merger, ChampionX entered into a Section 280G mitigation agreement with its Chief Financial Officer, Mr. Kenneth Fisher. This agreement modifies certain equity awards, allowing for the early settlement of 82,502 restricted stock units with the issuance of restricted common stock, while ensuring that vesting schedules remain intact. Additionally, the agreement accelerates the vesting of 43,795 performance shares expected to be earned based on performance as of December 31, 2024, which will also result in stock issuance net of withholding taxes. These changes are important in the context of ensuring compliance with tax regulations surrounding the merger transaction with Schlumberger.

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