DEF 14A of Nabors Industries LTD, Apr 22, 2026

DEF 14A of Nabors Industries LTD

Filed Apr 22, 2026 · FY20250001140361-26-016154

Open on EDGAR

  1. Board Practices and Commitment

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Tanya S. Beder | 155,000 | 187,500 | 0 | 0 | 0 | 147,300 | 489,800 | | Anthony R. Chase | 150,000 | 187,500 | 0 | 0 | 0 | 212,500 | 550,000 | | James R. Crane | 130,000 | 187,500 | 0 | 0 | 0 | 147,300 | 464,800 | | John P. Kotts | 170,000 | 187,500 | 0 | 0 | 0 | 62,500 | 420,000 | | Michael C. Linn | 140,000 | 187,500 | 0 | 0 | 0 | 62,500 | 390,000 | | David J. Tudor | 54,688 | 214,384 | 0 | 0 | 0 | 0 | 269,072 | | John Yearwood | 175,652 | 187,500 | 0 | 0 | 0 | 147,300 | 510,452 |

  2. Delinquent Section 16(a) Reports

    | • | Mr. Crane was not and is not involved in the commercial decisions of either the Company or the CCG companies related to the provision of services to the Company; and |

  3. Delinquent Section 16(a) Reports

    | Name, Age and Primary Occupation | | Director Since | Independent | Committees | | | Tanya S. Beder, Age 70 Chair and CEO of SBCC Group Inc. | 2017 | | Audit, Compensation (Chair), Technology and Safety | | | Anthony R. Chase, Age 71 Chair and CEO of ChaseSource, L.P. | 2019 | | Compensation, Governance and Nominating, Risk Oversight (Chair) | | | James R. Crane, Age 72 Chair and CEO of Crane Capital Group Inc. | 2012 | | Executive, Technology and Safety (Chair) | | | John P. Kotts, Age 75 Private investor and entrepreneur | 2013 | | Audit (Chair), Compensation | | | Michael C. Linn, Age 74 President and CEO of MCL Ventures, LLC | 2012 | | Governance and Nominating (Chair), Risk Oversight | | | Anthony G. Petrello, Age 71 Chairman of the Board, President and CEO | 1991 | | Executive (Chair) | | | David J. Tudor, Age 65 CEO and General Manager of Associated Electric Cooperative, Inc. | 2025 | | Audit, Risk Oversight | | | John Yearwood, Age 66 Independent Lead Director; Retired President, CEO and COO of Smith International, Inc. | 2010 | | Audit, Governance and Nominating, Executive, Technology and Safety |

  4. Delinquent Section 16(a) Reports

    | | Tanya S. Beder, 70, Independent Director DIRECTOR SINCE: 2017 OTHER PUBLIC COMPANY BOARDS: 1 – Kirby Corporation (NYSE: KEX) COMMITTEES: Audit, Compensation (Chair), Technology and Safety | | Tanya Beder currently serves as the Chair and CEO of SBCC Group, Inc. (“SBCC”), which she founded in 1987. SBCC is an independent advisory firm and e-family office. Ms. Beder has served since 2011 on the board of the American Century mutual fund complex in Mountain View, CA, where she is Chair of the Board. She has served since 2019 as a member of the Kirby Corporation (NYSE: KEX) Board of Directors on the Audit and Governance and Nominating committees. Ms. Beder holds a Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University, a certification in Gaming Cyber and Information Operations from the Military Operations Research Society and a certification for Machine Learning in Business from MIT Sloan School of Management. Previously, Ms. Beder was the Chief Executive Officer of Tribeca Global Management LLC, a $2.6 billion dollar investment fund with operations in Singapore, London, and New York; Managing Director of Caxton Associates LLC, a $10 billion asset management firm; and President of Capital Market Risk Advisors, Inc. In these roles she led the implementation of neural networks and other machine learning techniques to trading and risk management. Ms. Beder also spent time in various positions with The First Boston Corporation (now Credit Suisse) where she was a part of the first team of derivatives traders and structurers for currency and interest rate swaps, caps, collars, floors, futures, and options, and was on the mergers and acquisitions team in New York and London. In January 2013, she was appointed to the President’s Circle of the National Academies after serving six years at the National Academy of Sciences on the Board of Mathematics and their Applications. Ms. Beder is a Board Member Emeritus of the International Association of Quantitative Finance, where she previously served as Chair. She is an appointed Fellow of the International Center for Finance at Yale University and taught courses on finance and fintech at Stanford University. Ms. Beder holds a B.A. in mathematics and philosophy from Yale University, and an MBA from Harvard Business School. | | | QUALIFICATIONS Ms. Beder brings to the Board extensive asset management experience, vast knowledge of operational and risk management, and experience serving on both public and private Boards of Directors. The Board also benefits greatly from Ms. Beder’s service on key Committees, including the Compensation Committee, which she Chairs, as well as her financial and cybersecurity expertise. | |

  5. Delinquent Section 16(a) Reports

    | | Anthony R. Chase, 71, Independent Director DIRECTOR SINCE: 2019 OTHER PUBLIC COMPANY BOARDS: 3 – LyondellBasell Industries N.V. (NYSE: LYB) – CullenFrost Bank (NYSE: CFR) – National Energy Services Reunited Corp. (NASDAQ: NESR) COMMITTEES: Compensation, Governance and Nominating, Risk Oversight (Chair) |

  6. Delinquent Section 16(a) Reports

    | | James R. Crane, 72, Independent Director DIRECTOR SINCE: 2012 OTHER PUBLIC COMPANY BOARDS: 1 – Water Bridge Infrastructure LLC (NYSE: WBI) COMMITTEES: Executive, Technology and Safety (Chair) | | Jim Crane is the Chair and CEO of Crane Capital Group Inc., an investment management company, a position he has held since 2006. Crane Capital Group has invested in transportation, power distribution, real estate and asset management. Its holdings include Crane Worldwide Logistics, a premier global provider of customized transportation and logistics services with 105 offices in 30 countries, and Crane Freight & Cartage. In addition, in 2011 Mr. Crane led an investor group that purchased the Houston Astros. Mr. Crane was Founder, Chair and Chief Executive Officer of Eagle Global Logistics, Inc., a NASDAQ listed global transportation, supply chain management and information services company, from 1984 until its sale in August 2007. Mr. Crane serves on the board of Water Bridge Infrastructure LLC (NYSE: WBI). He also previously served on the Board of Directors of Cargojet, Inc. (TO: CJT) and Western Gas Holdings, LLC. Mr. Crane serves as the Chair of the Board of the Houston Astros Foundation as well as the Houston Astros Golf Foundation. He holds a B.S. in Industrial Safety from Central Missouri State University. | | | QUALIFICATIONS Mr. Crane’s experience in marketing, logistics, global operations, as well as his track record of creating shareholder value makes him an important resource to the Board. The Board also benefits from Mr. Crane’s proven leadership abilities and experience. | |

  7. Delinquent Section 16(a) Reports

    | | John P. Kotts, 75, Independent Director DIRECTOR SINCE: 2013 OTHER PUBLIC COMPANY BOARDS: 0 COMMITTEES: Audit (Chair), Compensation | | John Kotts is a private investor and entrepreneur. Through his management company, J.P. Kotts & Co., Inc., Mr. Kotts operates a private investment fund focused on the trading of U.S. and international securities and other financial instruments. He also invests in real estate and private equities. Mr. Kotts is currently the owner and CEO of Vesco/Cardinal, an oil tool rental and service company, as well as several manufacturing companies. Mr. Kotts is a member of the Board of Directors of Gulf Capital Bank. Mr. Kotts previously held various financial, banking and investment banking positions in companies specializing in leveraged buyouts, venture capital and turnaround transactions. From 1990 to 1998, he owned and operated Cardinal Services, Inc., a leading supplier of lift boat rentals and other production-related services, including mechanical wireline services and plug and abandonment services, to oil companies operating in the Gulf of America. Mr. Kotts holds a B.A. in Philosophy and an M.B.A in Finance from Hofstra University and completed additional post-graduate work at McGill University in Montréal, New York University and Harvard Business School. | | | QUALIFICATIONS Mr. Kotts’ industry background and knowledge, business acumen and financial expertise were the primary factors considered by the Board in deciding to appoint him as a Director and nominate him for election to the Board. Mr. Kotts brings entrepreneurial drive and management skills to the Board. | |

  8. Delinquent Section 16(a) Reports

    | | Michael C. Linn, 74, Independent Director DIRECTOR SINCE: 2012 OTHER PUBLIC COMPANY BOARDS: 1 – Black Stone Minerals, L.P. (NYSE: BSM) COMMITTEES: Governance and Nominating (Chair), Risk and Oversight | | Michael Linn is the President and CEO of MCL Ventures, LLC, an oil, gas and real estate investment firm. He is the former Chair, CEO, President and Director of LINN Energy, LLC, which he founded in 2003. Mr. Linn is a member of the Board of Directors of the general partner of Black Stone Minerals, L.P. (NYSE: BSM), and a member of the Board of Directors of CRP XII (Caliber Resource Partners). He also serves as a Senior Advisor to the Board of Directors of Quantum Energy Partners, LLC. He was formerly on the Board of Directors and member of the Compensation Committee and Audit Committee for Jagged Peak Energy Inc.; Board of Managers for Wireline Holding Company, LLC; Board of Managers for Cavallo Mineral Partners, LLC; Board of Directors and Chair of the Conflicts Committee for Western Refining Logistics GP, LLC; and a Non-Executive Director and Chair of the SHESEC Committee which established safety rules and regulations for Centrica plc. Mr. Linn is currently a member of the National Petroleum Council, and a former member of the Board of Directors and Chairman of the Independent Petroleum Association of America (IPAA). He also served as Chair and Director of the Natural Gas Council, as a Director of the Natural Gas Supply Association, as Chair and President of each of the Independent Oil and Gas Associations of New York, Pennsylvania and West Virginia, and as Texas Representative for the Legal and Regulatory Affairs Committee of the Interstate Oil and Gas Compact Commission. Mr. Linn serves as Chair of the Board of Trustees of Texas Children’s Hospital and is a member of the Board of Visitors and Development Committee at M.D. Anderson Cancer Center. He is a member of the Senior Cabinet of the President’s Leadership Council at Houston Methodist Hospital and was formerly on the Board of Trustees, Long Range Planning Committee, and Finance Committee at the Museum of Fine Arts, Houston. Mr. Linn holds a B.A. in Political Science from Villanova University and a J.D. from the University of Baltimore School of Law. | | | QUALIFICATIONS Mr. Linn’s broad understanding of the energy landscape and insight into the needs of our customers, together with his extensive industry knowledge and relationships, provide valuable resources to the Board. The Board also benefits from Mr. Linn’s proven leadership experience as a chief executive officer. | |

  9. Delinquent Section 16(a) Reports

    | | Anthony G. Petrello, 71, Chairman of the Board, President and Chief Executive Officer NON-INDEPENDENT DIRECTOR DIRECTOR SINCE: 1991 OTHER PUBLIC COMPANY BOARDS: 0 COMMITTEES: Executive (Chair) | | Tony Petrello has served as the Chairman of the Board of Nabors since 2012, and as a director since 1991. From 2003 to 2012, he served as the Deputy Chairman of the Board. Since 2011, Mr. Petrello has also served as President and CEO of Nabors and was President and Chief Operating Officer from 1991-2011. Mr. Petrello also serves as a Director of Hilcorp Energy Company and as an officer and Director of Nabors Energy Transition Corp. II and formerly served from 2021 to 2023 as an officer and Director of Nabors Energy Transition Corp. (NYSE: NETC), a special purpose acquisition company co-sponsored by Nabors, until the completion of its business combination with Vast Renewables Ltd. (NASDAQ: VSTE). He is also a member of the Board of Trustees of Texas Children’s Hospital and an advocate for research and clinical programs to address the needs of children with neurological disorders. In 2018, Mr. Petrello was the recipient of the Offshore Energy Center Pinnacle Award, which recognizes leaders for advancing technologies that have significantly enhanced the oil and gas industry. Prior to this, in 2011, Mr. Petrello and his wife, Cynthia, received the Woodrow Wilson Award for Public Service from the Smithsonian Institution for their philanthropic efforts. Mr. Petrello holds a J.D. degree from Harvard Law School and B.S. and M.S. degrees in Mathematics from Yale University. | | | QUALIFICATIONS Mr. Petrello brings to the Board an extensive and unique combination of commercial, operational, technical, and innovation skills. These skills, plus his thorough knowledge of the Company’s operational activities worldwide, serve as an integral link between the Company and the Board, enabling the Board to better perform its oversight role. | |

  10. Delinquent Section 16(a) Reports

    | | David J. Tudor, 66, Independent Director DIRECTOR SINCE: 2025 OTHER PUBLIC COMPANY BOARDS: 0 COMMITTEES: Audit, Risk Oversight | | David Tudor currently serves as the Chief Executive Officer and General Manager of Associated Electric Cooperative Inc., a Springfield, Missouri-based electric cooperative generating electricity for more than two million member-consumers across Missouri, Oklahoma and Iowa. Mr. Tudor has held this position since 2016. Previously, Mr. Tudor was the President and Chief Executive Officer of Champion Energy Services, a retail electric provider. Mr. Tudor negotiated and led the sale of Champion to Calpine in 2015. Mr. Tudor served as a Director of Western Midstream Partners, LP, Electric Power Research Institute, and America's Power. During the past five years, Mr. Tudor has served as a Director of the National Renewables Cooperative Organization (since 2016) and of Woodway Energy Infrastructure (since 2021). He currently sits on the board of Directors of Cox Health Foundation. Mr. Tudor received a B.S. in accounting from Lipscomb University in Nashville, Tennessee. | | | QUALIFICATIONS Mr. Tudor brings to the Board extensive experience in the energy industry. His business acumen and financial expertise were but a few of the many factors considered by the Board in deciding to appoint him as a Director and nominate him for election to the Board. Mr. Tudor brings entrepreneurial drive and management skills to the Board. | |

  11. Delinquent Section 16(a) Reports

    | | John Yearwood, 66, Independent Director (Lead) DIRECTOR SINCE: 2010 OTHER PUBLIC COMPANY BOARDS: 2 – TechnipFMC plc (NYSE: FTI) – Vast Renewables Ltd. (OTC: VSTTF) COMMITTEES: Audit, Governance and Nominating, Executive, Technology and Safety | | John Yearwood currently serves on the Boards of Directors of TechnipFMC plc (NYSE: FTI) and Vast Renewables Ltd. (OTC: VSTTF). He also serves on the Boards of Directors of Sheridan Production Partners III, Foro Energy LLC, and Coil Tubing Partners LLC. He previously served on the boards of Nabors Energy Transition Corp. (NASDAQ: NETC) until December 2023, Sabine Oil & Gas, LLC until August 2016, Premium Oilfield Services, LLC until April 2017, Dixie Electric LLC until November 2018, and Barra Energia LLC until December 2020. Until August 2010, he served as the Chief Executive Officer, President and Chief Operating Officer of Smith International, Inc. He was first elected to Smith’s Board of Directors in 2006 and remained on the board until he successfully negotiated and completed the sale of Smith to Schlumberger Limited in August 2010. Before joining Smith, Mr. Yearwood spent 27 years with Schlumberger Limited in numerous operations, management and staff positions throughout Latin America, Europe, North Africa and North America, including as President and in financial director positions. He also previously served as Financial Director of WesternGeco, a 70:30 joint venture between Schlumberger and Baker Hughes from 2000 to 2004. Mr. Yearwood received a B.S. Honors Degree in Geology and the Environment from Oxford Brookes University in England. | | | QUALIFICATIONS Mr. Yearwood brings significant executive management experience in the oilfield services industry to the Board. His extensive industry knowledge, combined with his keen insight into strategic development initiatives, operations and our competitive environment, have allowed him to provide critical independent oversight. | |

  12. Voluntary CEO Compensation Reductions

    | (1) Assumes payout at maximum contractual entitlement, and excludes Change in Pension Value, $19 million Special Bonus, Nonqualified Deferred Compensation Earnings, and All Other Compensation, as such categories would be reflected in the Proxy Statement’s Summary Compensation Table. |

  13. Our Key Components of Executive Compensation

    | Key Components of CEO and CFO Compensation(1) | | | | | | | | Compensation Element | | Settled In | Key Features | Objective | Performance Based | At Risk | | FIXED | Base Salary | Cash | • Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent | • Reward the skill and expertise that our CEO and CFO contribute to the Company on a day-to-day basis | | | | SHORT-TERM | Performance Based Short Term Incentive | Cash | • Annual cash incentive program • Based primarily on two financial metrics: • Adjusted EBITDA, a primary method used by analysts for evaluation of common shares • CAPEX, prioritizes expenditures towards higher margin business segments | • Designed to motivate executives to achieve annual financial goals and other business objectives and reward them accordingly • Focus on efficient and profitable operations, preservation of shareholder value, improvement in competitive position, and ability to further capitalize on opportunities for growth • Furthers shareholder alignment by placing significant annual compensation at risk | ✔ | ✔ | | LONG-TERM | TSR Shares | Equity | • Earned based on relative TSR performance over a three-year period • No shares earned if relative performance is below the peer group 25th percentile, and must achieve at least 85th percentile to earn maximum • Capped at target if absolute TSR is negative • Maximum payout for CEO is capped at 5x the grant date value • Earned TSR Shares, if any, vest following conclusion of the applicable three-year performance period | • Furthers shareholder alignment by tying significant compensation to achievement of strong relative total return performance over a multi-year period | ✔ | ✔ | | | Performance Stock Units (PSUs) | Equity | • Earned based on achievement of applicable performance goals established at the beginning of the performance period • Earned PSUs vest equally over a three-year term; earned PSUs above target settled in cash (for CFO, at Compensation Committee’s discretion) | • Furthers shareholder alignment by tying significant compensation to achievement of strategic objectives critical to long-term growth • Vestings of PSU awards over a three-year period ties compensation to long-term shareholder interests | ✔ | ✔ | | | Long-Term Performance Share Units (LTPSUs) | Equity | • Earned based on achievement of three-year financial metric • For 2023, 2024 and 2025, Return on Invested Capital (ROIC) metric • Earned LTPSUs, if any, vest following conclusion of the applicable three-year performance period | • Furthers shareholder alignment over multi-year period by tying compensation to achievement of strategic objectives critical to long-term growth | ✔ | ✔ |

  14. 2025 Annual Base Salary

    2025 Annual Base Salary In 2025 the Compensation Committee conducted a comprehensive review of the Company’s executive and key employee compensation structure. The review included consideration of shareholder feedback, benchmarking against industry peers, and analysis provided by the Committee’s independent compensation consultant. The Committee also evaluated broader market data and competitive compensation practices to assess the Company’s ability to attract and retain critical leadership talent. Following this review, the Compensation Committee approved targeted adjustments to base salaries for certain key personnel to maintain competitive positioning in the marketplace and support long-term retention. As part of these actions, the CEO’s base salary remained unchanged at $1.75 million. In connection with his promotion and expanded leadership responsibilities, the new CFO’s base salary was increased from $450,000 to $625,000 to better align his compensation with market levels for comparable roles. The Corporate Secretary’s base salary was increased to $320,000. As part of the Compensation Committee’s broader market assessment, base salaries for several critical positions were benchmarked against industry peer companies and relevant market data. As a result, base salaries for these roles were adjusted where appropriate and are now generally aligned with market median levels.

  15. How We Determine Annual Cash Incentive

    How We Determine Annual Cash Incentive All of our CEO’s and CFO’s annual cash incentive awards are based on performance metrics. The annual cash incentive is targeted at 100% of the executives’ base salaries and capped at twice such amount. This cap of 2.0 times base salary is amongst the lowest of Nabors’ peers, which ranges from 1.98 to 3.50 times base salary. The metrics for earning the annual cash incentives are determined by the Compensation Committee at the beginning of the applicable performance year based on well-defined, measurable metrics. The Compensation Committee sets targets for achieving those goals:

  16. How We Determine Annual Cash Incentive

    | • | Minimum threshold before any annual cash incentive can be earned; |

  17. How We Determine Annual Cash Incentive

    | • | Target award dollar amount to incentivize a specific desired performance level; and |

  18. How We Determine Annual Cash Incentive

    | • | Maximum goal which sets an appropriate limit on the potential annual cash incentive that can be earned through exceptional performance. |

  19. How We Determine Annual Cash Incentive

    The performance measures are pushed down to the business units and functions to ensure all employees throughout the Company are focused on the same goals. At the end of the performance year, the Compensation Committee determines whether the performance goals have been attained and approves any cash payment amount based upon the level of achievement of the pre-established annual performance goals. If actual performance results fall between payout levels, straight-line interpolation is used to determine the award payout. Adjustments to results are permitted as deemed appropriate by the Board to account for significant events that warrant an adjustment.

  20. How We Determine Long-Term Equity Incentives

    How We Determine Long-Term Equity Incentives For 2025, Long-Term Equity Incentives consisted of three core components: (1) TSR Shares, (2) Performance Stock Units, and (3) a Multi-Year Performance Unit Award. Importantly, 100% of the Long-Term Equity Incentives granted to our CEO and CFO during 2025 were 100% performance based. Each of these components is described in more detail below.

  21. How We Determine Long-Term Equity Incentives

    | TSR Shares | | | Key Features | • Cliff vesting based on the Company’s TSR performance relative to the peer group measured over a three-year period | | | • Minimum performance criteria must be met in order for any TSR Shares to vest | | | • Number of shares that may vest at end of performance period are capped at target if our TSR performance is negative | | | • Aligns executive incentives with share performance while avoiding excessive payouts | | | • In response to shareholder feedback, the payout metrics for TSR awards shall be earned on a relative percentile basis instead of a ranking class to ensure payout is fully aligned with performance |

  22. How We Determine Our Performance-Based TSR Shares

    | 2025 TSR Grant | | | | Award Payout Level | TSR Relative to the Peer Group at End of Performance Cycle | Percentage of Target Shares Earned | | Maximum | 85th Percentile or greater | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | No Payout | Below 25th Percentile | 0% |

  23. How We Determine the Level of Performance Stock Units Earned

    How We Determine the Level of Performance Stock Units Earned

  24. How We Determine the Level of Performance Stock Units Earned

    | Performance Stock Units | | | Key Features | • PSUs are earned based on one-year performance metrics (which metrics are intended to build toward long-term strategic initiatives), and subject to a 3-year vesting period following the grant date (with 1/3rd vesting on the first anniversary of the grant date and 1/3rd on each of the second and third anniversaries thereof). Earned units vest in equal increments subject to continued employment, even though the applicable performance goals were met. | | | • Subject to a maximum award amount. | | | • This structure provides for a longer period of shareholder alignment, and an additional retention element, because the shares underlying the PSUs are not issued until the vesting term has been satisfied (i.e., both the performance and service elements have been satisfied). | | | • PSUs are earned on an overall goal completion percentage, which is based on relative weighting of each individual goal performance achievement. For the 2025 performance cycle: 1) Threshold level performance required the achievement of at least one goal; 2) Target level performance required the achievement of the equivalent of 50% of all goals; and 3) Maximum level performance required achievement of all four goals for the CEO and all four goals for the CFO. | | | • The target value of 200% of our CEO’s contractual base salary and 100% of our former CFO’s contractual base salary is awarded to our CEO and former CFO, each of whom then has the opportunity to earn 200% of the number of target PSUs granted based on the level of achievement of the established performance goals. | | | • The CEO (or the former CFO, at the discretion of the Compensation Committee) receives cash in respect of any Performance Stock Units earned above target. |

  25. How We Determine the Level of Performance Stock Units Earned

    | Long Term Performance Stock Units | | | | Key Features | • The Long-Term Performance Goal is measured as of the end of the performance period and, for 2025, the number of Long-Term PSUs (“LTPSUs”) that become “Earned LTPSUs” will be based on the following: | | | | ROIC Pay-out Opportunity | Percentage of LTPSUs Earned | | | < 11% | 0% | | | 11% (target) | 100% of Target Number | | | ≥13% (maximum) | 200% of Target Number | | | • If the Long-Term Performance Goal is determined to be achieved between target and maximum level, then the percentage of LTPSUs that are earned shall be linearly interpolated on a straight-line basis between those two points. No LTPSUs shall be earned if actual performance is below target level. | | | | • “ROIC” for each fiscal year shall be calculated as the percentage equal to Adjusted Operating Income divided by the Average Invested Capital as those numbers are reported and calculated in accordance with the Company’s audited financial statements. | |

  26. How We Determine the Level of Performance Stock Units Earned

    2025 Performance Achievements

  27. Assessment of 2025 Annual Cash Incentive Award Achievement

    Assessment of 2025 Annual Cash Incentive Award Achievement For 2023, 2024 and 2025, our CEO’s and former CFO’s annual cash incentive award was based on two financial metrics, “Adjusted EBITDA” and “CAPEX”, tracked as “Adjusted EBITDA less CAPEX”. In 2025, the Committee adopted a blended approach, weighting (i) Adjusted EBITDA less CAPEX at 80% and (ii) succession planning at 20%. The Committee determined that continued emphasis on Adjusted EBITDA less CAPEX remains appropriate. Adjusted EBITDA less CAPEX aligns our financial discipline to target our capital spending to higher margin, lower capital-intensive business segments. All references to “CAPEX” in these measures exclude SANAD new build rig capex. The addition of a succession planning component reflects a discrete strategic priority for 2025. This change was informed by shareholder feedback emphasizing the importance of leadership continuity and talent development. The Committee believes incorporating this metric strengthens alignment between executive incentives and the Company’s long-term sustainability without reducing the emphasis on financial performance. This metric is not intended to represent a permanent change to the program. The Committee will continue to evaluate the appropriate balance of financial and non-financial metrics in future years.

  28. Assessment of 2025 Annual Cash Incentive Award Achievement

    | 2025 Performance Achievements | | | | | | Objective | Weight | Target Ranges | Performance Achieved | Cash Incentive Earned | | Adjusted EBITDA less CAPEX | 80% | • Threshold: $441.6M • Target: $552M • Maximum: $662.4M | The Company’s Adjusted EBITDA less CAPEX for 2025 was $532M versus $593M in 2024. | Performance was less than the Target but exceeded the Threshold. Thus, the cash incentive earned was approximately $1.3M for the CEO. | | Succession Planning for Management | 20% | | The CEO implemented a thorough succession plan for the management team | The objective was achieved. Thus, the earned amount was $0.7 million. |

  29. Assessment of 2025 Annual Cash Incentive Award Achievement

    Shareholders may note that the Adjusted EBITDA less CAPEX target for 2025 was lower than the Adjusted EBITDA less CAPEX actual for 2024. The Committee emphasizes that the EBITDA less CAPEX target year-over-year between 2024 and 2025 was increased by $45 million, illustrating the continued rigor of the goal. In addition, the targeted EBITDA year-over-year between 2024 and 2025 was increased by $87 million and was also higher than the 2024 actual by $116 million. The Committee notes that the CAPEX portion of the metric is more challenging to forecast in our industry. Nabors operates in the highly volatile, deeply cyclical oilfield services drilling industry. As a result, Nabors’ annual budget is prospectively focused and is set by relying on considerations including then-current and futures prices of crude oil and natural gas, term vs. spot rig contract composition, rig day rate pricing, availability of and participation in suitable tenders for new business and success of bidding, and market projections for global drilling demand. In addition, budgeted Adjusted EBITDA and CAPEX can vary greatly depending on the geomarket – in the case of Nabors – primarily the Lower 48 and International geomarkets. At the beginning of Fiscal 2025, the Compensation Committee evaluated the number of contracted rigs and associated terms and pricing, new tenders and likelihood of success and market outlook to determine the 2025 Adjusted EBTIDA and CAPEX. As an example, when setting the Adjusted EBITDA target for 2025, the Compensation Committee noted that the Lower 48 market rig count in 2024 was trending downward from an average of 68.6 rigs to 64 rigs at the end of 2024. The 2025 average Lower 48 market rig count was 60.5, approximately 11.8% below the 2024 average. The price of WTI crude oil, as indicated by Generic 1st Crude Oil, WTI on Bloomberg, was in a downward trend from April $86.91 through early December $67.20. Early in 2025, this measure resumed its downward trend The NYMEX Crude Oil 12 Month Strip Index declined from $81.95 in April 2024 to $57.06 at the end of 2024. These downward trends were guiding factors in the Compensation Committee’s decision to set the Adjusted EBITDA target for 2025, below the actual Adjusted EBITDA for 2024. Our Corporate Secretary’s annual cash incentive is based on the achievement of quantitative and qualitative performance goals established at the beginning of the annual performance period. For 2025, his performance goals included targeted shareholder outreach and improvements to corporate governance and compliance programs. His actual cash incentive payout for 2025 performance was $125,000.

  30. Assessment of 2025 Performance Stock Units Achievement (Granted in January 2025 and Earned in 2025 Based on 2025 Performance)

    Assessment of 2025 Performance Stock Units Achievement (Granted in January 2025 and Earned in 2025 Based on 2025 Performance) For the 2025 performance cycle, our CEO had five performance goals as set forth in the table below. Consistent with the request of shareholders, the goals are all more prescriptive and weighted heavily toward financial performance, deployment of new technologies and continued improvement in emissions reporting and human capital targets. The threshold value of each identified target goal is 80% of the target amount and the maximum is 120% of the identified target amount. The results are prorated up and down within those amounts and in no event will the sum of the calculated percentages exceed 100%. The percentage is multiplied by the maximum number of shares listed in the CEO’s PSU Agreement.

  31. CEO Performance Goals and 2025 Achievement

    CEO Performance Goals and 2025 Achievement

  32. CEO Performance Goals and 2025 Achievement

    | 2025 CEO Performance Goals and Achievements | | | | | | Performance Goal and Rationale | Degree of Achievement Determined (out of 100%) | Goal Weighting | | 1 | Achieve at least $196M reduction in net debt excluding: 1) any distributions of cash to Saudi Aramco and any CAPEX related to the SANAD In-Kingdom new build rigs incurred in 2025. Rationale: Part of long-term corporate objective to reduce financial leverage and associated risks and increase shareholder value. | 120% | 30% | | 2 | NDS Financial Metrics (20% overall weighting) Achieve 2025 Adjusted EBITDA for NDS and Rig Technologies of $265M (10%) Achieve third-party global NDS revenue increase of 9% over 2024 revenue of $122.9m (10%) Rationale: Increase profit in these low capital intensity, high margin businesses. Actual Adjusted EBITDA for NDS and Rig Technologies in 2024 was $161.8M. | 87% | 20% | | 3 | International Financial Performance (20% overall weighting) Improve average international margin per rig per day to $17,250, subject to a $340 reduction per day for any days that Mexico rigs are not working (10%) Achieve a reduction in the $76 million amount in the SANAD budget for CAPEX on the Nabors leased rigs to $68.4mm (10%) Rationale: To grow margins among our international rig fleet and reduce CAPEX on rigs being leased into our SANAD joint venture. | 110% | 20% | | 4 | Financial Performance (20% weighting) Achieve Lower 48 Adjusted EBITDA less CAPEX amount of $219m (10%) Increase Nabors’ retained earnings by $50m (10%) Rationale: Improve financial performance of the business through efficiencies and gains in operational performance. | 60% | 20% | | 5 | Sustainability (10% weighting) Climate (2.5% weighting) Conduct a survey with vendors totalling 90% in spend to determine number and percentage of vendors who publicly disclose Scope 1 and 2 emissions. Of these vendors, Nabors will publicly disclose at least 80% in FY2025. (Note: Includes only vendors’ publicly disclosed category.) Scope 3 Emissions (2.5% weighting) Build out a roadmap for capturing and disclosing Scope 3 emissions in all relevant category types for the top 80% of Nabors’ vendors. People (5% weighting) Achieve a reduction with High Performers + Technical/Functional Experts’ voluntary turnovers to less than or equal to 22%. Rationale: Align business objectives and performance with broad stakeholder base and a specific response to shareholder request to tie executive compensation to ESG goals. | 100% | 10% |

  33. CEO Performance Goals and 2025 Achievement

    CEO Payout Results for 2025 Performance Units: The overall percentage achieved is the weighted average of the percentage completed for each goal, or 97.39%. Pursuant to the terms of the 2025 Performance Stock Units Agreement, achievement of 97.39% results in a payout level of 194.78% of the target amount (57,293 Performance Stock Units) being achieved, for a total of 111,599 Performance Stock Units being earned. This payout level reflects the following payout slopes applicable to the Performance Stock Units: weighted average of the percentage completed for each goal at 50% results in 100% of the target number of Performance Stock Units being earned, and a weighted average of the percentage completed for each goal at 100% results in 200% of the target number of Performance Stock Units being earned, with linear interpolation between points. For the 2025 performance cycle, our former CFO had the 5 performance goals set forth in the table below. Consistent with the request of shareholders, the goals are weighted more heavily toward financial performance. The threshold value of each identified target goal is 80% of the target amount and the maximum is 120% of the identified target amount. The results are prorated up and down within those amounts and in no event will the sum of the calculated percentages exceed 100%. The percentage is multiplied by the maximum number of shares listed in the former CFO’s PSU Agreement.

  34. Former CFO Performance Goals and 2025 Achievement

    Former CFO Performance Goals and 2025 Achievement

  35. Former CFO Performance Goals and 2025 Achievement

    | 2025 CFO Performance Goals and Achievements | | | | | | Performance Goal and Rationale | Degree of Achievement Determined (out of 100%) | Goal Weighting | | 1 | Achieve at least $196M reduction in net debt excluding: 1) any distributions of cash to Saudi Aramco and any CAPEX related to the SANAD In-Kingdom new build rigs incurred in 2025. Rationale: Part of long-term corporate objective to reduce financial leverage and associated risks and increase shareholder value. | 120% | 20% | | 2 | | | | | | NDS Financial Metrics (20% overall weighting) Achieve 2025 Adjusted EBITDA for NDS and Rig Technologies of $265M (10%) Achieve third-party global NDS revenue increase of 9% over 2024 revenue of $122.9m (10%) Rationale: Increase profit in these low capital intensity, high margin businesses. Actual Adjusted EBITDA for NDS and Rig Technologies in 2024 was $161.8M. | 87% | 20% | | 3 | | | | | | International Financial Performance (20% overall weighting) Improve average international margin per rig per day to $17,250, subject to a $340 reduction per day for any days that Mexico rigs are not working (10%) Achieve a reduction in the $76 million amount in the SANAD budget for CAPEX on the Nabors leased rigs to $68.4mm (10%) Rationale: To grow margins among our international rig fleet and reduce CAPEX on rigs being leased into our SANAD joint venture | 110% | 20% | | 4 | | | | | | Financial Performance (25% weighting) Collect the PEMEX Receivables (10%) Achieve Lower 48 Adjusted EBITDA less CAPEX amount of $219m (5%) Increase Nabors’ retained earnings by $50m (5%) Refinance Parker Debt (5%) Rationale: Restructure debt to reduce near term capital markets exposure. | 84% | 25% | | 5 | | | | | | CFO Succession (15% overall weighting) Non-deal road show to analysts and investors to introduce Miguel Rodriguez to the Nabors’ investor community (5%) Arrange three investor conferences and prepare Miguel Rodriguez accordingly (5%) Host a Virtual Analyst/Investor Day with Miguel Rodriguez (5%) Rationale: To support CFO succession planning activities and introduce the future CFO to the Company’s investor community to aid in the CFO transition process. | 67% | 15% |

  36. Former CFO Performance Goals and 2025 Achievement

    Former CFO Payout Results for 2025 Performance Units: The overall percentage achieved is the weighted average of the percentage completed for each goal, or 94.39%. Pursuant to the terms of the 2025 Performance Stock Units Agreement, achievement of 94.39% results in a payout level of 188.78% of the target amount (12,277 Performance Stock Units) being achieved, for a total of 17,383 Performance Stock Units being earned, prorated to September 30, 2025. This payout level reflects the following payout slopes applicable to the Performance Stock Units: weighted average of the percentage completed for each goal at 50% results in 100% of the target number of Performance Stock Units being earned, and a weighted average of the percentage completed for each goal at 100% results in 200% of the target number of Performance Stock Units being earned, with linear interpolation between points.

  37. Restricted Stock Award to the Corporate Secretary

    Restricted Stock Award to the Corporate Secretary The Corporate Secretary received a long-term equity-based compensation award in the form of restricted shares that vest over time. In 2025, he received a long-term equity incentive award in the form of restricted shares on February 18, 2025, the number of which was determined by applying a multiplier of 1.0 to his annual cash incentive for 2024, which was $100,961, and dividing the product by $46.08, which was the value of our shares on the grant date. Based on this calculation, he was granted 2,191 restricted shares, with restrictions lapsing ratably over four years.

  38. Restricted Stock Award to Mr. Rodriguez

    Restricted Stock Award to Mr. Rodriguez Mr. Rodriguez received a long-term equity-based compensation award in the form of restricted shares that vest over time. In 2025, he received a long-term equity incentive award in the form of restricted shares on February 18, 2025, the number of which was determined by applying a multiplier of 1.6 to his annual cash incentive for 2024, which was $148,226, and dividing the product by $46.08, which was the value of our shares on the grant date. Based on this calculation, he was granted 5,148 restricted shares, with restrictions lapsing ratably over four years. 2025 Special Cash Bonuses for Transformative Strategic Transactions In 2025, the Compensation Committee approved cash bonuses for the CEO, other NEOs and certain other members of the senior management team in connection with the successful execution of two transactions – the acquisition of Parker Wellbore and the subsequent divestiture of Quail Tools (collectively, the “Transactions”) which are discussed in detail above in the Section entitled Exceptional Strategic Transactions. The Compensation Committee determined that the Transactions materially contributed to a reduction in Nabors’ outstanding net debt by approximately $554 million or 26% since the end of 2024. These bonuses were approved outside of the Company’s annual incentive program and were intended to recognize performance that was not contemplated by, or fully reflected in, the Company’s existing incentive arrangements. In recognition for his extraordinary efforts, Mr. Petrello received an aggregate in special cash bonuses of $19 million. Messrs. Restrepo, Rodriguez, and Andrews received an aggregate in special cash bonuses of $200,000, $600,000 and $150,000, respectively, in each case, in recognition of their respective roles and contributions to the transactions.

  39. Committee Rationale

    | • | The scope and impact of the transactions significantly exceeded the performance assumptions underlying the CEO’s annual and long-term incentive awards; and |

  40. Committee Rationale

    | • | The unprecedented value delivered to shareholders could not be fully captured through the Company’s regular incentive metrics or equity award structure. Absent the special bonus, the CEO’s 2025 total compensation would have declined year-over-year despite his leadership in executing these transformational transactions that have materially enhanced long-term shareholder value and which have been overwhelmingly affirmed by shareholders during our outreach. |

  41. Responsiveness to Shareholder Feedback

    | • | The Compensation Committee delegates authority to the CEO, subject to predetermined caps, to approve equity awards to non-executive employees at other times during the year, such as in connection with new hires and promotions, or in connection with the appraisal review and compensation adjustment process for employees. |

  42. Severance and Other Payments

    Severance and Other Payments Severance protection can play a valuable role in attracting and retaining key executive officers and ensuring that they remain focused on the interests of the Company and our shareholders. Accordingly, we provide such protection for our CEO and CFO under various circumstances. Termination Resulting from Death or Disability. Our CEO’s employment agreement provides that in the event of his death or Disability: (i) all restricted shares outstanding (including all unvested TSR shares at target) shall vest on the vesting date; (ii) all outstanding options shall vest and remain exercisable for the remainder of the term; (iii) any amounts previously earned but unpaid, including a pro-rated portion of his annual cash incentive shall be payable; (iv) all unvested Performance Stock Units and unearned LTPSUs shall become vested (provided that (a) if the date of such termination occurs after the conclusion of the performance period but prior to the final determination of performance, then the number of earned Performance Stock Units and earned LTPSUs shall be determined based on actual performance, and (b) if the date of such termination occurs prior to the conclusion of the performance period, then the earned Performance Stock Units and earned LTPSUs shall be deemed to equal 200% of the target Performance Stock Units or LTPSUs, respectively, pro-rated for the portion of the performance period during which our CEO was employed) and (v) he and his family shall remain covered under Company health plans until the later of the date he receives equivalent coverage under another employer or the death of him and his spouse. Mr. Petrello also will continue to be eligible for certain other benefits for three years following his termination resulting from Disability. He also is entitled to all amounts under the Executive Deferred Compensation Plan. Our former CFO’s employment agreement was substantially similar to our CEO’s employment agreement. Our new CFO does not have an employment agreement. Instead, Mr. Rodriguez’s executive severance agreement provides that in the event of his death or disability the following becomes payable through the date of termination: (i) salary earned through the date of termination, (ii) accrued but unused vacation, (iii) any unreimbursed expenses incurred and (iv) any vested benefits under any deferred compensation plan or tax qualified retirement plan of the Company (collectively, the “Accrued Benefits”). As it relates to the treatment of equity and equity-based awards that he is entitled to pursuant to his performance-based incentive compensation awards (i.e., TSRs and PSUs) in his capacity as CFO, the CFO’s severance agreement refers to each respective award agreement. In the event of the CFO’s death or disability, (i) fifty percent (50%) of the unvested TSR Shares shall become vested immediately; (ii) all earned Performance Stock Units that remain unvested shall immediately become vested (provided that (a) if the date of termination occurs prior to the conclusion of the performance period for a particular PSU award, then the CFO shall forfeit all PSUs for that period and (b) if the date of such termination occurs after the conclusion of the performance period for such PSU award but prior to the performance determination date, then the earned PSUs shall be deemed to equal the number of earned PSUs determined based on actual performance); (iii) all unearned LTPSUs shall be forfeited pursuant to the award agreement and (iv) all unvested shares under restricted stock awards shall vest. Under the CFO’s Executive Deferred Compensation Plan, the CFO is entitled to the entire amount under the plan, payable in a lump sum payment. The CFO and his family shall remain covered under Company health plans for a period of up to twenty-four (24) months following termination. Termination by Executive for Constructive Termination without Cause, for Good Reason, or by the Company without Cause. In the event of a Constructive Termination without Cause, or if he is terminated by the Company without Cause, our CEO’s employment agreement provides for severance benefits substantially similar to those set forth above under ‘‘Termination Resulting from Death or Disability.” In addition, he would be entitled to 2.99 times the average of his base salary and annual cash incentive during each of the last three completed fiscal years. Our former CFO’s employment agreement was similar, except that he and his family were entitled to receive continued health coverage until the earlier of (a) the date that he or another member of his family receives health coverage by a subsequent employer; (b) three years from the date of the termination of his employment; or (c) the dates of his and his spouse’s death. Our new CFO’s severance agreement does not include a Constructive Termination without Cause provision; only a provision for Termination Without Cause or Termination by the CFO for Good Reason. In the event of such termination, our new CFO’s severance agreement provides for (i) the Accrued Benefits (as defined above) (ii) an amount equal to one times the sum of his then current annual base salary (iii) a pro rata portion of any annual cash bonus payable at target and (iv) he shall remain covered under Company health plans for a period of up to twenty-four (24) months following termination. Under the CFO’s Executive Deferred Compensation Plan, the CFO is entitled to the vested and prorated unvested amounts under the plan, payable in a lump sum payment. As it relates to the treatment of equity and equity-based awards that he is entitled to pursuant to his performance-based incentive compensation awards (i.e. TSRs and PSUs) in his capacity as CFO, the CFO’s severance agreement refers to each respective award agreement. In the event of the CFO’s termination without cause or termination by the CFO for Good Reason he is entitled to: (i) fifty percent (50%) of the unvested TSR Shares shall become vested immediately; (ii) all earned Performance Stock Units that remain unvested shall immediately become vested (provided that (a) if the date of termination occurs prior to the conclusion of the performance period for a particular PSU award, then the CFO shall forfeit all PSUs for that period and (b) if the date of such termination occurs after the conclusion of the performance period for such PSU award but prior to the performance determination date, then the earned PSUs shall be deemed to equal the number of earned PSUs determined based on actual performance) and (iii) all unearned LTPSUs and unvested restricted stock awards shall be forfeited pursuant to the respective award agreement. Termination by the Company for Cause or by Written Voluntary Resignation. Our CEO’s employment agreement provides for: (i) base salary through the date of termination; (ii) vesting of all unvested restricted stock that was granted in connection with the annual incentive (if any); (iii) the vesting of all unvested options granted in connection with the annual incentive (if any), which (in addition to any stock options vested prior to the date of termination) shall remain exercisable for the remainder of its term; (iv) forfeiture of all unvested TSR Shares, Performance Stock Units and unearned LTPSUs; (v) payment of all amounts previously earned but unpaid; and (vi) in connection with a voluntary resignation only, continuation of health benefits for him and his family until the death of him and his spouse. He also is entitled to other or additional benefits in accordance with applicable plans or programs in effect at the time of termination.

  43. Severance and Other Payments

    Our former CFO’s employment agreement provided for: (i) base salary through the date of termination; (ii) forfeiture of unvested TSR Shares and Performance Stock Units; (iii) payment of all amounts previously earned but unpaid, and (iv) other or additional benefits in accordance with applicable plans or programs in effect at the time of termination. Our new CFO’s severance agreement provides for payment of the Accrued Benefits (as defined above) and other or additional benefits in accordance with applicable plans or programs in effect at the time of termination. Under the CFO’s Executive Deferred Compensation Plan, in the case of voluntary resignation on or after the vesting date, the CFO is entitled to the vested amounts and in the case of termination for cause, the CFO forfeits his entire interest (including any portion that has previously become vested) under the plan. As it relates to the treatment of equity and equity-based awards that he is entitled to pursuant to his performance-based incentive compensation awards (i.e. TSRs and PSUs) in his capacity as CFO, the CFO’s severance agreement refers to each respective award agreement. In the event of the CFO’s termination for cause or termination by the CFO without Good Reason: (i) he shall forfeit any TSRs to the extent the restrictions on those shares have not lapsed as of the date his employment is terminated, (ii) he shall forfeit any PSUs subject to the award that remain unvested as of the termination date of the CFO’s employment and (iii) all unearned LTPSUs and unvested restricted stock awards shall be forfeited pursuant to the respective award agreement. Termination after Expiration Date of Employment Agreement. Our former CFO’s employment agreement provided that if he remained employed beyond the expiration date, and his employment was then terminated as a result of his death or Disability, or by the Company without Cause, he would have been entitled to the following: (i) vesting of all unvested restricted shares (other than TSR Shares) and options; (ii) vesting of TSR Shares at target; and (iii) continuation of health coverage until the earlier of (a) the date that he or another member of his family received health coverage by a subsequent employer; (b) three years from the date of the termination of his employment; or (c) the dates of his and his spouse’s death. He also was entitled to all amounts under the Executive Deferred Compensation Plan. Our CEO’s Agreement and our new CFO’s severance agreement does not include a similar provision. Termination due to Qualified Retirement. On March 19, 2025, our former CFO notified the Company of his intention to retire on September 30, 2025. Effective October 1, 2025, our former CFO resigned from his position. Pursuant to the former CFO’s employment agreement, he provided at least 200 days’ notice to the Company of his resignation, and accordingly was entitled to and received the following: (i) vesting of all unvested restricted shares (other than TSR Shares) and options; (ii) vesting of TSR Shares at maximum levels; and (iii) continuation of health coverage until the earlier of (a) the date that he or another member of his family receives health coverage by a subsequent employer; (b) three years from the date of the termination of his employment; or (c) the dates of his and his spouse’s death. He also was entitled to all vested amounts under the Executive Deferred Compensation Plan. Our CEO’s Agreement and our new CFO’s severance agreement does not address this scenario. Change in Control. In the event of a Change in Control with no termination of employment, our CEO’s agreement provides that all unvested equity awards shall vest. TSR Shares shall be earned at maximum levels pursuant to the respective award agreements. Earned Performance Stock Units and earned LTPSUs shall become vested as of the date of such Change in Control if our CEO remains continuously employed through the date of such Change in Control; provided that, if such Change in Control occurs prior to the determination of performance, the unearned Performance Stock Units and LTPSUs shall be deemed to equal 200% of target. Our former CFO’s employment agreement provided that his unvested TSR Shares would vest at the maximum level, and other equity awards would be treated in a manner consistent with other executive direct reports of the CEO. Pursuant to our new CFO’s severance agreement, in the absence of a termination of employment, there is no payout to the CFO due to a Change in Control. In the event of a termination of employment during the Change in Control Protection Period, which is the period ending twenty-four months after a Change in Control, the CFO is entitled to the following: (i) the Accrued Benefits (as defined above) (ii) an amount equal to two times the sum of his then current annual base salary (iii) two times the target annual cash bonus amount for the year in which the termination occurs (without pro-ration) and (iv) he shall remain covered under Company health plans for a period of up to twenty-four (24) months following termination. As it relates to the treatment of equity and equity-based awards that he is entitled to pursuant to his performance-based incentive compensation awards (i.e. TSRs and PSUs) in his capacity as CFO, the CFO’s severance agreement refers to each respective award agreement. In the event of a Change in Control, where an acquirer assumes or exchanges the award for an equivalent replacement award of the acquirer on substantially the same terms and conditions, or where the award otherwise continues in accordance with its existing terms and conditions in connection with such Change in Control, and CFO’s employment is terminated by the Company (or an acquirer) without Cause or by the CFO for Good Reason, in each such case, during the CIC Protection Period (as defined in the CFO’s severance agreement), then (a) all earned PSUs subject to the award (or its applicable replacement award) shall become vested as of the date of the termination if the CFO remains continuously employed by the Company from the date of grant through the date of such Change in Control; or if such Change in Control of the Company occurs prior to the end of the performance period, the award (or its applicable replacement award) shall be deemed to be earned at an amount equal one hundred percent (100%) of the PSUs subject to the award and shall become vested as of the termination date; (b) all TSR Shares subject to the award (or its applicable replacement award) for which the performance cycle has ended shall be earned pursuant to the applicable award agreement and become vested as of the date of the termination if the CFO remains continuously employed by Company from the date of grant through the date of such Change in Control; or if such Change in Control of the Company occurs prior to the end of the performance cycle, the award (or its applicable replacement award) shall be deemed to be earned at an amount equal one hundred percent (100%) of the restricted shares subject to the award and shall become vested as of the termination date; and (c) all earned LTPSUs subject to the award shall become vested as of the date of the termination if he remains continuously employed by the Company from the date of grant through the date of such Change in Control; or if such Change in Control occurs prior to the end of the performance period, the award shall be deemed to be earned at an amount equal one hundred percent (100%) of the LTPSUs subject to the award and shall become vested as of the termination date. Other equity awards of the new CFO, including restricted stock awards, would be treated in a manner consistent with other executive direct reports of the CEO.

  44. Severance and Other Payments

    The executives would be entitled to all vested amounts under the Executive Deferred Compensation Plan if the Change in Control satisfies applicable U.S. Treasury regulations and the Board takes action to liquidate the plan. Additional information regarding severance benefits is included in the table under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.

  45. Retirement Plans

    | • | Deferred Compensation Plan—a nonqualified deferred compensation plan, which allows certain employees, including some of our named executive officers, to defer an unlimited portion of their base salary and annual cash incentive and to receive Company matching contributions in excess of contributions allowed under our 401(k) Plan because of IRS qualified plan limits. Individual account balances in the Deferred Compensation Plan are adjusted in accordance with deemed investment elections made by the participant using investment vehicles made available from time to time. Distributions from the Deferred Compensation Plan are generally made in the form of a lump-sum payment upon separation of service from the Company. |

  46. Executive Plan

    Executive Plan Under our Executive Deferred Compensation Plan (the “Executive Plan”), we make deferred bonus contributions to accounts established for certain employees, including some of our named executive officers and other senior leaders, based upon their employment agreements, as applicable, or their performance during the year. Individual account balances in the Executive Plan are adjusted in accordance with deemed investment elections made by the participant either using investment vehicles made available from time to time or in a deemed investment fund that provides an annual interest rate on such amounts as established by the Compensation Committee from time to time. The interest rate for the deemed investment fund is currently set at 6%. Our CEO and new CFO have elected to participate in this fund, partially and fully, respectively, as have some of our other senior management. Distributions from the Executive Plan are made in the form of lump-sum payments upon death, disability, termination without cause (as defined in the employment agreement), upon vesting or upon departure from the Company after vesting, which generally occurs three to five years after a contribution to the participant’s account. Pursuant to our CEO’s employment agreement, at the end of each calendar quarter through March 31, 2020, the Company credited $300,000 to an account for him under this plan. These credits have continued after March 31, 2020, consistent with his employment agreement and in accordance with the terms of the plan. These deferred amounts, together with earnings thereon, were fully distributed to him when he reached age 70. In 2025 the Compensation Committee determined to continue these quarterly credits. These deferred amounts, together with earnings thereon, shall be distributed to him upon termination of employment for any reason other than cause. He will forfeit his account balance under this plan upon termination of employment for cause. Our new CFO is also eligible to participate in the Executive Plan on the same basis as other senior leaders. In 2025, the Compensation Committee elected to credit $150,000 to his account under the Executive Plan in 2025. During 2025, our former CFO retired and in accordance with his employment agreement received a distribution equal to contributions made from 2017 through 2022, together with earnings thereon and in accordance with the agreements under the plan.

  47. Term of Employment

    Term of Employment Our CEO’s employment agreement provided for an initial term of five years, through December 31, 2017, with automatic one-year extensions at the end of each term, unless either party provides notice of termination 90 days prior to such anniversary. If the Company provides notice of termination to him, then provided that he remains employed with the Company for a period of up to six months as specified by the Company to assist with the transition of management, the termination will be treated as a Constructive Termination without Cause. Upon consideration of losing the strategic vision of the CEO as described above, as well as costs associated with unilaterally amending or terminating the CEO’s employment agreement, the Compensation Committee recommended to the independent members of the Board that no action be taken to terminate or amend the agreement at the end of 2025. Neither our CEO nor the Company provided notice of termination and accordingly, the agreement renewed for another year. On March 19, 2025, William Restrepo, who served as the Company’s CFO for eleven years, notified the Company of his intention to retire on September 30, 2025. Effective October 1, 2025, Mr. Restrepo resigned from his position. Our new CFO, Miguel Rodriguez, was appointed effective October 1, 2025. Mr. Rodriguez has a severance agreement instead of an employment agreement and thus there is no term of employment. Share Ownership and Holding Guidelines To further align executive and shareholder interests, each of our Named Executive Officers are required to own a minimum amount of Company common stock with an acquisition value equal to a specified multiple of their annual base salary. Furthermore, the CEO is required to retain vested shares and shares issued from exercise of options for twelve months.

  48. Term of Employment

    | • | A named executive officer’s ownership of unvested time-based restricted common shares (including RSUs and RSAs) count toward satisfying the stock ownership requirements. A named executive officer’s ownership excludes (a) unearned performance-based restricted stock (including TSRs), (b) shares of common stock underlying unearned performance-based restricted stock units (including PSUs and LTPSUs), (c) unexercised stock options and (d) unexercised stock appreciation rights. |

  49. Term of Employment

    | • | Each named executive officer subject to the guidelines must retain 50% of the net shares they acquire upon the exercise of stock options and after the vesting of TSRs, PSUs, LTPSUs, RSUs and RSAs, after payment of applicable taxes, until they achieve the required ownership level. |

  50. Term of Employment

    | Name | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total $ | | Anthony G. Petrello Chairman of the Board, President and CEO | 2025 | 1,750,000 | 19,000,000 | 5,352,354 | 2,049,275 | — | 1,484,474 | 29,636,103 | | | 2024 | 1,750,000 | — | 5,662,538 | 3,239,111 | 47,130 | 1,447,824 | 12,146,803 | | | 2023 | 1,750,000 | — | 5,562,922 | 1,575,968 | 7,486 | 1,437,658 | 10,334,034 | | Miguel A. Rodriguez Chief Financial Officer | 2025 | 489,038 | 1,300,000 | 662,239 | 275,000 | 7,167 | 202,378 | 2,935,822 | | William J. Restrepo Former Chief Financial Officer | 2025 | 582,692 | 200,000 | 2,835,080 | — | 22,828 | 739,913 | 4,380,513 | | | 2024 | 750,000 | — | 2,018,351 | 1,388,276 | 30,126 | 734,485 | 4,921,238 | | | 2023 | 750,000 | — | 2,225,382 | 675,415 | 3,483 | 738,130 | 4,392,410 | | Mark D. Andrews Vice President and Corporate Secretary | 2025 | 304,731 | 150,000 | 375,961 | 125,000 | — | 178,350 | 1,134,042 | | | 2024 | 285,000 | — | 365,461 | 100,958 | — | 176,078 | 927,497 | | | 2023 | 282,115 | — | 406,961 | 90,420 | — | 166,741 | 946,237 |

  51. Term of Employment

    | (3) A description of the Executive Plan is set forth above in “Nonqualified Deferred Compensation.” In the event of a Change in Control, the above assumes the requirements of the applicable U.S. Treasury regulations are met and the Board has taken action to liquidate the Executive Plan. |

  52. Term of Employment

    | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table total for Non-CEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Stated in Thousands | | | | | | | | Total Shareholder Return of Nabors | Peer Group Total Shareholder Return(5) | Net Income (Loss) $(6) | Adjusted EBITDA $(7) | | 2025 | 29,636,103 | 32,952,823 | 2,816,792 | 2,758,282 | 93.25 | 206.86 | 286,624 | 912,667 | | 2024 | 12,146,803 | 11,330,707 | 2,924,368 | 2,521,131 | 98.18 | 186.86 | (176,084) | 881,335 | | 2023 | 10,334,034 | (1,879,135) | 2,669,324 | (584,182) | 140.19 | 213.44 | (11,784) | 915,157 | | 2022 | 10,789,762 | 30,117,200 | 2,588,615 | 5,325,474 | 265.96 | 207.05 | (350,261) | 709,392 | | 2021 | 9,984,321 | 18,318,728 | 2,123,611 | 2,932,914 | 139.26 | 125.16 | (572,925) | 481,940 |

  53. Term of Employment

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” to our CEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO during the applicable year. See the table below for more details. |

  54. Term of Employment

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to our non-CEO NEOs for the applicable year. For each of the years presented, reflects compensation information for Mr. Andrews and Mr. Restrepo, our non-PEO NEOs for the years 2021 through 2024. For 2025, the amounts reported is the average of compensation amounts for Mr. Andrews, Mr. Restrepo and Mr. Rodriguez, our non-PEO NEOs for that year. |