There have been no material changes from the risk factors disclosed in our Annual Report for the year ended December 31, 2025, except as set forth below. The proposed merger with Weatherford is subject to closing conditions and may not be completed, which could adversely affect our business and operating results. The completion of the proposed merger with Weatherford is subject to the satisfaction or waiver of various closing conditions, including the receipt of required regulatory approvals. These conditions may not be satisfied or waived in a timely manner, or at all, and the merger may be delayed or not completed. Any delay in completing, or failure to complete, the proposed merger could adversely affect our business, financial condition and operating results. The business relationships of NCS and its subsidiaries may be subject to disruption due to uncertainty associated with the proposed merger with Weatherford, which could have an adverse effect on the results of operations, cash flows, and financial position of NCS. Parties with which NCS, or its subsidiaries, do business may be uncertain as to the effects the proposed merger with Weatherford may have on them, including with respect to current or future business relationships with NCS, or its subsidiaries. These relationships may be subject to disruption as customers, suppliers, and other persons with whom NCS has a business relationship may delay or defer certain business decisions or might decide to terminate, change, or renegotiate their relationships with NCS or consider entering into business relationships with parties other than NCS, or its subsidiaries. These disruptions could have an adverse effect on the results of operations, cash flows, and financial position of NCS. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the proposed merger with Weatherford or termination of the Merger Agreement. Failure to complete the proposed merger with Weatherford could negatively affect the stock price and the future business and financial results of NCS. If the proposed merger with Weatherford is not completed for any reason, the ongoing business of NCS may be adversely affected and, without realizing any of the benefits of having completed the proposed merger with Weatherford, NCS could be subject to a number of negative consequences, including the following: ● NCS may experience negative reactions from the financial markets, including negative impacts on its stock price; ● NCS may experience negative reactions from its customers and suppliers; ● NCS may experience negative reactions from its employees and may not be able to retain key management personnel and other key employees; ● the Merger Agreement places certain restrictions on the conduct of NCS’s business prior to completion of the proposed merger with Weatherford, the waiver of which is subject to the consent of Weatherford (not to be unreasonably withheld, conditioned, or delayed), which may prevent NCS from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger that may be beneficial to NCS; and ● ​matters relating to the proposed merger with Weatherford (including integration planning) will require substantial commitments of time and resources by NCS management, which could otherwise be devoted to day-to-day operations and other opportunities that may be beneficial to NCS as an independent company. In addition, NCS could be subject to litigation arising out of the proposed merger and/or related to any failure to complete the proposed merger with Weatherford or related to any enforcement proceeding commenced against NCS to perform its obligations under the Merger Agreement. If the Merger is not completed, any of these risks may materialize and may adversely affect NCS’s businesses, financial condition, financial results and stock price. 39 Table of Contents We will incur significant transaction-related costs in connection with the proposed merger. We have incurred, and expect to continue to incur, significant costs in connection with the proposed merger, including legal, financial advisory and other professional fees. Many of these costs are payable regardless of whether the merger is completed. In addition, under specified circumstances, we may be required to pay a termination fee in connection with the termination of the Merger Agreement. The incurrence of these costs could adversely affect our financial condition, operating results and cash flows.