Former Chief Financial Officer Restrepo William J converted options into 17,105 shares and covered exercise/tax liability with 4,343 shares, increasing direct ownership by 11% to 124,091 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) | 17,105(1) | A | $0 | 128,434 | D | |||
| Common Stock | 01/01/2026 | F(2) | 4,343(2) | D | $54.3 | 124,091 | 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 | ||||||||
| 2021 Warrants | $166.6666 | 06/11/2021 | 06/11/2026 | Common Stock | 44,212 | 44,212 | D | ||||||||
| 2025 Performance Share Units | (3) | 01/01/2026 | A(4) | 17,105(4) | (3) | (3) | Common Stock | 17,105 | $0 | 17,105 | D | ||||
| 2025 Performance Share Units | (3) | 01/01/2026 | M(1) | 17,105(1) | (3) | (3) | Common Stock | 17,105 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects the number of shares vesting on January 1, 2026 in respect of the 17,105 earned and vested Performance restricted stock units originally granted on January 1, 2025. |
| 2. Reflects the number of shares surrendered on January 1, 2026 to satisfy the tax withholding on the vesting and issuance of 17,105 shares of the 17,105 Performance restricted stock units originally granted on January 1, 2025. The remaining 12,762 vested performance shares were retained by Mr. Restrepo. |
| 3. Performance restricted stock units convert into common shares on a 1-for-1 basis. |
| 4. These Performance restricted stock units were earned by Mr. Restrepo pursuant to his employment agreement and the terms therein upon his qualifying retirement on October 1, 2025 as Chief Financial Officer, based on the achievement of certain objectives for the year 2025, as determined on December 31, 2025, by the Compensation Committee. 185.78% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Restrepo's employment agreement were determined to have been earned, subject to proration to reflect the partial year of employment. The number reported above reflects the number of earned performance restricted stock units, prorated through September 30, 2025, that are payable in share-settled restricted stock units. The Performance restricted stock units that settle in shares are scheduled to fully vest, in accordance with Mr. Restrepo's employment agreement, on the first anniversary of the date of grant, January 1, 2026. |
| /s/ Mark D. Andrews by Power of Attorney for William Restrepo | 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. | ||