CHIEF FINANCIAL OFFICER Rodriguez Rodriguez Miguel Angel converted options into 2,736 shares, covered exercise/tax liability with 812 shares and was granted 20,784 shares, increasing direct ownership by 118% to 41,916 units (SEC Form 4)
$NBR
Oil & Gas Production
Energy
| 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
NABORS INDUSTRIES LTD [ NBR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2026 | ||||||||||||||||||||||||||
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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 | 01/01/2026 | M(1) | 2,736(1) | A | $0 | 21,944 | D | |||
| Common Stock | 01/01/2026 | F(2) | 812(2) | D | $54.3 | 21,132 | D | |||
| Common Stock | 01/01/2026 | A(3) | 11,576(3) | A | $0 | 32,708 | D | |||
| Common Stock | 01/01/2026 | A(4) | 9,208(4) | A | $0 | 41,916 | 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 | ||||||||
| 2023 Long Term Performance Share Units | (5) | 01/01/2026 | A(6) | 2,736(6) | (5) | (5) | Common Stock | 2,736(6) | $0 | 2,736 | D | ||||
| 2023 Long Term Performance Share Units | (5) | 01/01/2026 | M(1) | 2,736(1) | (5) | (5) | Common Stock | 2,736 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the aggregate number of Long Term 2023 Performance restricted stock units originally granted on May 18, 2023, the vesting of which was subject to the achievement of certain ROIC performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. All of such shares have fully vested as of January 1, 2026. |
| 2. Reflects the number of shares surrendered on January 1, 2026 to satisfy the tax withholding on the vesting and issuance of 2,736 shares of the 2023 Long Term Performance restricted stock units originally granted on May 18, 2023. The remaining 1,924 vested performance shares were retained by the Reporting Person. |
| 3. Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2026 to December 31, 2028) based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated. |
| 4. The Reporting Person was granted a restricted stock award on January 1, 2026 in connection with his appointment as Chief Financial Officer on October 1, 2025, that will cliff vest in full on January 1, 2030. |
| 5. Performance restricted stock units convert into common shares on a 1-for-1 basis. |
| 6. On May 18, 2023, the Reporting Person was granted Performance restricted stock units, the vesting of which is subject to the achievement of certain ROIC performance criteria during the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. The number of shares reported in this line item represents the number of Performance restricted stock units that were earned as a result of the achievement of such performance criteria. |
| /s/ Mark D. Andrews by Power of Attorney for Miguel Angel Rodriguez Rodriguez | 01/05/2026 | |
| ** 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. | ||