| 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) 06/04/2025 | ||||||||||||||||||||||||||
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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 Shares | 07/18/2025 | X | 295,500 | D | $30 | 1,718,430 | I | See footnotes(1)(2)(3)(4) | ||
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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 | ||||||||
| Option (Obligation to sell) | (5) | 06/04/2025 | S | 6,700 | 06/04/2025 | 07/18/2025 | Common Shares | 670,000 | $247(5) | 6,700 | I | See footnotes(1)(2)(3)(4) | |||
| Option (Obligation to sell) | (5) | 07/18/2025 | X | 2,955 | 06/04/2025 | 07/18/2025 | Common Shares | 295,500 | $0 | 3,745 | I | See footnotes(1)(2)(3)(4) | |||
| Option (Obligation to sell) | (5) | 07/18/2025 | E | 3,745 | 06/04/2025 | 07/18/2025 | Common Shares | 374,500 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. After giving effect to the options execercied and sales reported in this Statement, the common shares are directly held as follows: 126,310 by Varde Investment Partners (Offshore) Master, L.P., 923,304 by Varde Credit Partners Master, L.P., 370,505 by Varde Investment Partners, L.P., 298,311 by the Varde Skyway Master Fund, L.P. |
| 2. Varde Investment Partners G.P., L.P. ("VIP GP") is the general partner of each of Varde Investment Partners (Offshore) Master, L.P. and Varde Investment Partners, L.P., and Varde Investment Partners UGP, LLC ("VIP UGP") is the general partner of VIP GP. Varde Credit Partners G.P., L.P. ("Credit Partners GP") is the general partner of Varde Credit Partners Master, L.P., and Varde Credit Partners UGP, LLC ("Credit Partners UGP") is the general partner of Credit Partners GP. The Varde Skyway Fund G.P., L.P. ("Skyway GP") is the general partner of The Varde Skyway Master Fund, L.P., and The Varde Skyway Fund UGP, LLC ("Skyway UGP") is the general partner of Skyway GP. Varde Partners, L.P. ("VPLP") is the managing member of Credit Partners UGP, VIP UGP, and Skyway UGP. Varde Partners, Inc. ("General Partner") is the general partner of VPLP. |
| 3. (Continued from footnote 2) Mr. Bauer is the Chief Executive Officer of the General Partner. Therefore, each of the foregoing may be deemed beneficial owners of the reported securities. |
| 4. Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose. |
| 5. The reported securities represent July 18, 2025 expiry call option contracts sold between June 4, 2025 and July 1, 2025. The reported price represents a variable weighted average price per contract ("VWAP"), which reflects (i) 2,995 NBR US Call 30 7/17/25 option contracts written with a VWAP of $276, which were exercised as reported herein, and (ii) 2,743 NBR US Call 35 option contracts written with a VWAP of $249 and 1,002 NBR US Call 40 option contracts written with a VWAP of $154, each of which expired as reported herein. The Reporting Persons undertake to provide to the Issuer, any security holders of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the specific prices and number of option contracts sold on each date. |
| Varde Investment Partners (Offshore) Master, L.P. By: Varde Investment Partners G.P., L.P., its GP By: Varde Investment Partners UGP, LLC, its GP By: Varde Partners, L.P., its Managing Member By: Varde Partners, Inc., its GP /s/ Andrew Malone, GC | 07/22/2025 | |
| Varde Credit Partners Master, L.P. By: Varde Credit Partners G.P., L.P., its GP By: Varde Credit Partners UGP, LLC, its GP By: Varde Partners, L.P., its Managing Member By: Varde Partners, Inc., its GP /s/ Andrew Malone, GC | 07/22/2025 | |
| Varde Investment Partners, L.P. By: Varde Investment Partners G.P., L.P., its GP By: Varde Investment Partners UGP, LLC, its GP By: Varde Partners, L.P., its Managing Member By: Varde Partners, Inc., its GP /s/ Andrew Malone, GC | 07/22/2025 | |
| The Varde Skyway Master Fund, L.P. By: Varde Skyway Fund G.P., L.P., its GP By: The Varde Skyway Fund UGP, LLC, its GP By: Varde Partners, L.P., its Managing Member By: Varde Partners, Inc., its GP /s/ Andrew Malone, GC | 07/22/2025 | |
| Varde Partners, Inc. /s/ Andrew Malone, GC | 07/22/2025 | |
| ** 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. | ||