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What changed in NABORS INDUSTRIES LTD's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NABORS INDUSTRIES LTD's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+213 added−245 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-13)

Top changes in NABORS INDUSTRIES LTD's 2025 10-K

213 paragraphs added · 245 removed · 163 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe provide employees health and welfare benefits standard for the industry and their location of employment. U.S. employees and their families are eligible to participate in medical, dental and vision insurance, life insurance and short-term and long-term disability coverage, and health and dependent care flexible spending accounts.
Biggest changeIn the United States, eligible employees and their dependents may participate in medical, dental and vision insurance; life insurance; short- and long-term disability coverage; health and dependent care flexible spending accounts; and a 401(k)-retirement plan with Company matching contributions. ​ Wellness initiatives in 2025 included mental health programming, health education sessions, and stress management workshops. ​ Workplace Health and Safety ​ Safety programs are designed to support the prevention of workplace injuries and incidents.
Certain competitors are present in more than one of the markets in which we operate, although no one competitor operates in all such markets. Our strategy combines advanced drilling rig designs – complete with integrated downhole tools, surface equipment, and software – with operational performance, industry-leading safety, and an innovative technology roadmap. ​ Significant competitors in our U.S.
Certain competitors are present in more than one of the markets in which we operate, although no one competitor operates in all such markets. Our strategy combines advanced drilling rig designs —complete with integrated surface equipment, software, and downhole tools— with operational performance, industry-leading safety, and an innovative technology roadmap. ​ Significant competitors in our U.S.
For a more detailed description of the environmental laws and regulations applicable to our operations, see Part I, Item 1A.—Risk Factors— Changes to or noncompliance with laws and regulations or exposure to environmental liabilities could adversely affect our results of operations. ​ Energy Transition ​ Nabors has a fast-growing portfolio of technologies designed to drive energy efficiency and emissions reductions for the Company and its customers.
For a more detailed description of the environmental laws and regulations applicable to our operations, see Part I, Item 1A.—Risk Factors— Changes to or noncompliance with laws and regulations or exposure to environmental liabilities could adversely affect our results of operations. ​ Energy Transition ​ Nabors has a growing portfolio of technologies designed to drive energy efficiency and emissions reductions for the Company and its customers.
Rig Technologies also provides aftermarket sales and services for the installed base of its equipment. ​ NDS and Rig Technologies’ portfolio of services and capabilities are available to third-party customers both in domestic and international markets. ​ Our Business Strategy ​ Our business strategy is to build shareholder value and enhance our competitive position by: ​ ● leveraging our existing global infrastructure and leading operating performance to capitalize on growth opportunities; ​ ● enhancing our technology position and advancing drilling technology both on the rig and downhole; ​ ● expanding our portfolio of value-added services to our customers; ​ ● investing in alternative energy and carbon reduction technologies; ​ ● achieving superior operational and health, safety and environmental performance; and ​ ● achieving financial returns above our cost of capital. ​ We believe we deploy the most capable and modern rig fleet in the Lower 48 market.
Rig Technologies also provides aftermarket sales and services for the installed base of its equipment. ​ NDS and Rig Technologies’ portfolio of services and capabilities are available to third-party customers both in domestic and international markets. ​ Our Business Strategy ​ Our business strategy is to build shareholder value and enhance our competitive position by: ​ ● leveraging our existing global infrastructure and leading operating performance to capitalize on growth opportunities; ​ ● enhancing our advanced drilling technology both on the rig and downhole; ​ ● expanding our portfolio of value-added services to our customers; ​ ● investing in alternative energy and carbon reduction technologies; ​ ● achieving superior operational and health, safety and environmental performance; and ​ ● achieving financial returns above our cost of capital. ​ We believe we deploy the most capable and modern rig fleet in the Lower 48 market.
References in this annual report to “Nabors Delaware” mean Nabors Industries, Inc., a wholly owned subsidiary of Nabors. ​ Overview ​ Nabors owns and operates one of the world’s largest land-based drilling rig fleets and is a provider of offshore platform rigs in the United States and international markets.
References in this annual report to “Nabors Delaware” mean Nabors Industries, Inc., a wholly owned subsidiary of Nabors. ​ Overview ​ Nabors owns and operates one of the world’s largest land-based drilling rig fleets and is a provider of offshore platform rigs in the United States and numerous international markets.
See “—Drilling Solutions” below for more information. ​ International Drilling ​ We operate in major international oil and gas markets, primarily in the Middle East and Latin America, most notably Saudi Arabia, Argentina, Colombia and Mexico.
See “—Drilling Solutions” below for more information. ​ International Drilling ​ We operate in major international oil and gas markets, primarily in the Middle East and Latin America, most notably Saudi Arabia, Kuwait, Argentina, Colombia and Mexico.
Many of our rigs are designed to address the challenges of working in specific operating environments, such as desert climates, mountainous regions, and tropical zones. ​ As of December 31, 2024, our international fleet consisted of 118 land-based drilling rigs and 14 actively marketed platform rigs in the international offshore drilling markets. ​ Drilling Solutions ​ Nabors Drilling Solutions (“NDS”) offers specialized drilling technologies, such as proprietary drilling-bit steering systems and rig instrumentation software that enhance drilling performance and reliability, as well as wellbore placement. ​ Impactful NDS products and services include: ​ ● ROCKit®, a directional steering control system that increases performance while slide drilling, through drill string oscillation and precise toolface control; ​ ● SmartNAV™, a collaborative guidance and advisory platform that delivers automated directional drilling information and instructions to drive consistent decision making, transparency, and improved performance; ​ ● SmartSLIDE ™, an advanced directional steering control system that automates slide drilling to consistently deliver high performance; and ​ ● RigCLOUD ®, a digital infrastructure that integrates applications to deliver real-time insight into operations across the rig fleet. ​ Nabors offers a full range of tubular running services (“TRS”) .
Many of our rigs are designed to address the challenges of working in specific operating environments, such as desert climates, mountainous regions, and tropical zones. ​ As of December 31, 2025, our international fleet consisted of 121 land-based drilling rigs and 14 actively marketed platform rigs in the international offshore drilling markets. ​ Drilling Solutions ​ Nabors Drilling Solutions (“NDS”) offers specialized drilling technologies, such as proprietary drilling-bit steering systems and rig instrumentation software that enhance drilling performance and reliability, as well as wellbore placement. ​ Impactful NDS products and services include: ​ ● ROCKit®, a directional steering control system that increases performance while slide drilling, through drill string oscillation and precise toolface control; ​ ● SmartNAV™, a collaborative guidance and advisory platform that delivers automated directional drilling information and instructions to drive consistent decision making, transparency, and improved performance; ​ ● SmartSLIDE ™, an advanced directional steering control system that automates slide drilling to consistently deliver high performance; and ​ ● RigCLOUD ®, a digital infrastructure that integrates applications to deliver real-time insight into operations across the rig fleet. ​ Nabors offers a full range of tubular running services (“TRS”) .
Specifically, our drilling operations in Alaska generally experience reduced levels of activity and financial results during the second quarter of each year, due to the annual spring thaw. In addition, our U.S. offshore market can be impacted during summer months by tropical weather systems in the Gulf of Mexico.
Specifically, our drilling operations in Alaska generally experience reduced levels of activity and financial results during the second quarter of each year, due to the annual spring thaw. In addition, our U.S. offshore market can be impacted during summer months by tropical weather systems in the Gulf of America.
Corporate responsibility guides every aspect of our daily activities and is the key to our continued success. ​ Environmental Compliance ​ We do not anticipate that compliance with currently applicable environmental laws and regulations and controls will significantly change our competitive position, capital spending or earnings during 2025.
Corporate responsibility guides every aspect of our daily activities and is the key to our continued success. ​ Environmental Compliance ​ We do not anticipate that compliance with currently applicable environmental laws and regulations and controls will significantly change our competitive position, capital spending or earnings during 2026.
We integrate our TRS and MPD into the rig, eliminating the need for third party service providers and thereby improving efficiencies and reducing costs. ​ 6 Table of Contents Rig Technologies ​ Our Rig Technologies segment is primarily comprised of Canrig, which manufactures and sells top drives, catwalks, wrenches, drawworks and other drilling related equipment such as robotic systems and downhole tools, which are installed on both onshore and offshore drilling rigs.
We integrate our TRS and MPD into the rig, eliminating the need for third party service providers and thereby improving efficiencies and reducing costs. ​ 6 Table of Contents Rig Technologies ​ Our Rig Technologies segment is primarily comprised of Canrig, which manufactures and sells advanced rig components including top drives, catwalks, wrenches, drawworks and other drilling related equipment such as robotic systems and downhole tools, which are installed on both onshore and offshore drilling rigs.
Our overall financial results reflect the seasonal variations experienced in these operations, but seasonality does not materially impact the remaining portions of our business. ​ Research and Development ​ We make investments in R&D to develop new products, services, solutions and software in support of our business and the businesses of our customers. ​ Patents ​ We own a significant number of patents important to our business and we expect to continue to file patent applications to protect our investments in new products and services.
Our overall financial results reflect the seasonal variations experienced in these operations, but seasonality does not materially impact the remaining portions of our business. ​ Research and Development ​ We make investments in R&D to develop new products, services, solutions and software in support of our business and the businesses of our customers. 9 Table of Contents ​ Patents ​ We own a significant number of patents important to our business and we expect to continue to file patent applications to protect our investments in new products and services.
Drilling segment include Helmerich & Payne Inc., Patterson-UTI Energy Inc., Precision Drilling Corp., and Ensign Energy Services Inc. In the U.S. Lower 48 land drilling market, we also compete with numerous smaller or regional drilling contractors.
Drilling segment include Helmerich & Payne Inc., Patterson-UTI Energy Inc., Cactus Drilling Co., Precision Drilling Corp., and Ensign Energy Services Inc. In the U.S. Lower 48 land drilling market, we also compete with numerous smaller or regional drilling contractors.
We expect that the market for our drilling services will continue to be highly competitive. See Part I, Item 1A.—Risk Factors— We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations . ​ 10 Table of Contents The global market for drilling and related products and services is competitive.
We expect that the market for our drilling services will continue to be highly competitive. See Part I, Item 1A.—Risk Factors— We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations . ​ The global market for drilling and related products and services is competitive.
One customer, Saudi Aramco, accounted for approximately 31%, 26% and 26% of our consolidated operating revenues during the years ended December 31, 2024, 2023 and 2022, respectively, which operating revenues are primarily included in the results of our International Drilling reportable segment. Our contracts with Saudi Aramco are on a per rig basis.
One customer, Saudi Aramco, accounted for approximately 30%, 31% and 26% of our consolidated operating revenues during the years ended December 31, 2025, 2024 and 2023, respectively, which operating revenues are primarily included in the results of our International Drilling reportable segment. Our contracts with Saudi Aramco are on a per rig basis.
We continue to drive innovation and integration in the industry. We are active in the major hydrocarbon basins across the Lower 48 market and Alaska as well as offshore in the Gulf of Mexico.
We continue to drive innovation and integration in the industry. We are active in the major hydrocarbon basins across the Lower 48 market and Alaska as well as offshore in the Gulf of America.
Drilling 75.1 ​ 86.3 ​ 97.2 International Drilling 83.7 ​ 77.6 ​ 74.2 Total 158.8 ​ 163.9 ​ 171.4 ​ Average rigs working represents a measure of the number of equivalent rigs operating during a given period.
Drilling 69.9 ​ 75.1 ​ 86.3 International Drilling 88.4 ​ 83.7 ​ 77.6 Total 158.3 ​ 158.8 ​ 163.9 ​ Average rigs working represents a measure of the number of equivalent rigs operating during a given period.
Our customer base recognizes the quality of our assets, the competency of our crews, our industry leading operational performance and the value added by our performance software and our services integration. ​ We believe our drilling technology portfolio positions us well to address the changing market dynamic both in the United States and internationally.
Our customer base recognizes the advanced capabilities of our assets, the skill of our crews, our industry leading operational execution and the value added by our performance software and our services integration. ​ We believe our drilling technology portfolio positions us well to address the evolving market dynamic both in the United States and internationally.
Isenberg, established the Isenberg Education Fund Scholarship Program to provide educational assistance to talented, high-achieving individuals who demonstrate strong academic performance, dedicated community service, and financial need. This aid is available to qualified employees and their family members.
Isenberg, established the Isenberg Education Fund Scholarship Program to provide educational assistance to high-achieving individuals demonstrating strong academic performance, community service, and financial need. The program is available to eligible employees and their family members.
While we continuously consider and review strategic opportunities, including acquisitions, divestitures, joint ventures, alliances and other strategic transactions, there can be no assurance that such opportunities will continue to be available, that the pricing will be economical or that we will be successful in completing and realizing the expected benefits of such transactions in the future. ​ We may sell a subsidiary or group of assets outside of our core markets or business if it is strategically or economically advantageous for us to do so. ​ Sustainability ​ Sustainability is an essential part of the corporate culture at Nabors and an integral part of our strategic plans.
While we continuously consider and review strategic opportunities, including acquisitions, divestitures, joint ventures, alliances and other strategic transactions, there can be no assurance that such opportunities will continue to be available, that the pricing will be economical or that we will be successful in completing and realizing the expected benefits of such transactions in the future. ​ We may sell a subsidiary or group of assets outside of our core markets or business if it is strategically or economically advantageous for us to do so. ​ On March 11, 2025, we completed our acquisition (the “Parker acquisition”) of Parker Drilling Company (“Parker”) resulting in Parker becoming a wholly owned subsidiary of Nabors.
Our Drilling Solutions segment competes with services provided by NOV Inc., Pason Systems Inc., Baker Hughes Co., Halliburton Co., Schlumberger N.V., Expro Group Holdings NV, Weatherford International plc., as well as several of our drilling competitors and smaller, specialized service providers. ​ Acquisitions and Divestitures ​ We have grown from a land drilling business centered in the U.S.
In our International segment, significant competitors with operations in multiple countries include Helmerich & Payne Inc., as well as many contractors with regional or local rig operations. ​ 10 Table of Contents Our Drilling Solutions segment competes with services provided by NOV Inc., Pason Systems Inc., Baker Hughes Co., Halliburton Co., SLB N.V., Expro Group Holdings NV, Weatherford International plc., as well as several of our drilling competitors and smaller, specialized service providers. ​ Our Rig Technologies segment competes primarily with NOV Inc., Forum Energy Technologies, Inc., Helmerich & Payne Inc., and several smaller rig equipment suppliers. ​ Acquisitions and Divestitures ​ We have grown from a land drilling business centered in the U.S.
See Part I, Item 1A.—Risk Factors— The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ Human Capital ​ As of December 31, 2024, Nabors employed approximately 12,400 employees worldwide, approximately 8,800 of which are located outside the United States. ​ Diversity ​ Nabors values teamwork and innovation, recognizing that a diverse, inclusive workforce is critical to success.
See Part I, Item 1A.—Risk Factors— The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ Human Capital ​ As of December 31, 2025, Nabors employed approximately 13,900 employees worldwide, compared to approximately 12,400 employees as of December 31, 2024.
We have also centralized the North America Training Center in Houston, Texas, providing structured, hands-on learning opportunities for field roles, advancing excellence and teamwork. ​ 8 Table of Contents Nabors key training programs include RigLEAD which is leadership development for rig managers and superintendents to further reinforce a culture of excellence and accountability, mentor development to foster teamwork and ongoing development, and a competency assurance management system to identify skill gaps, and develop technical expertise driving excellence and innovation. ​ Educational Assistance ​ In 2009, our former Chairman and CEO, Eugene M.
The Company also operates a centralized North America Training Center in Houston, Texas, providing structured, hands-on learning opportunities for field roles and supporting operational excellence. ​ 8 Table of Contents Key training programs include RigLEAD leadership development for rig managers and superintendents; mentor development initiatives; and a competency assurance management system designed to assess skills and identify development needs. ​ Educational Assistance ​ In 2009, our former Chairman and CEO, Eugene M.
These M-series rigs are designed to move rapidly between wellsites. ​ In recent years we have developed and deployed a full suite of technology supporting Nabors and third-party rigs. Demonstrating Nabors technology leadership, we employ automation to improve safety, increase efficiencies and build agility for our customers.
It is designed to enable operators to drill their longest, most challenging oil and gas wells. ​ In recent years we have developed and deployed a full suite of technology supporting Nabors and third-party rigs. Demonstrating Nabors technology leadership, we employ automation to improve safety, increase efficiencies and build agility for our customers.
Nabors also provides performance software, directional drilling services, tubular running services and innovative technologies for its own rig fleet and those operated by third parties. In addition, Nabors manufactures advanced drilling equipment and provides drilling rig instrumentation. Also, Nabors has a portfolio of technologies designed to drive energy efficiency and emissions reductions for both itself and third-party customers.
Nabors also supplies performance software, tubular running services, managed pressure drilling services and innovative technologies for both its own rig fleet and those operated by third parties. In addition, Nabors manufactures advanced drilling equipment and provides drilling rig instrumentation.
Leveraging advanced drilling automation capabilities, Nabors’ highly skilled workforce continues to set new standards for operational excellence and transform the industry. ​ With operations in over 15 countries, we are a global provider of drilling and drilling-related services for land-based and offshore oil and natural gas wells, with a fleet of rigs and drilling-related equipment which, as of December 31, 2024 included: ​ ● 285 actively marketed rigs for land-based drilling operations in the United States and multiple international markets; and ​ ● 26 actively marketed rigs for offshore platform drilling operations in the United States and various countries throughout the world. ​ The following table presents our average rigs working (a measure of activity and utilization over the year) for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 Average Rigs Working: ​ ​ ​ ​ ​ ​ U.S.
As of December 31, 2025, Nabors’ fleet of drilling rigs and drilling-related equipment included: ​ ● 242 actively marketed rigs for land-based drilling operations in the United States and multiple international markets; and ​ ● 27 actively marketed rigs for offshore platform drilling operations in the United States and various countries throughout the world. ​ The following table presents our average rigs working (a measure of activity and utilization over the year) for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 Average Rigs Working: ​ ​ ​ ​ ​ ​ U.S.
Training begins at onboarding, where employees receive job-specific instruction with integrated safety expectations, corporate ethics, and behaviors that create an inclusive workplace. Nabors has implemented a cloud-based Human Capital Management system across 26 countries to enhance workforce planning and operational excellence.
Learning and Development ​ Employee training and development programs support job performance, workplace safety, and compliance with applicable requirements. Training begins at onboarding and includes role-specific instruction, integrated safety expectations, and corporate ethics education. ​ Nabors has implemented a cloud-based Human Capital Management system across approximately 25 countries, supporting workforce planning and operational processes.
The Compensation Committee monitors and guides policies, programs, and initiatives related to diversity, succession planning, executive compensation, and employee benefits. Additionally, the Technology and Safety Committee oversees matters concerning employee safety, health and wellness, reinforcing our commitment to fostering a safe, supportive, and inclusive workplace. ​ 9 Table of Contents Seasonality ​ Our operations are subject to seasonal factors.
Board Oversight of Human Capital Management ​ The Board of Directors provides oversight of the Company’s human capital management practices. The Compensation Committee oversees matters related to executive compensation, succession planning, employee benefits and diversity-related programs. The Technology and Safety Committee oversees employee safety, health and wellness matters. ​ Seasonality ​ Our operations are subject to seasonal factors.
Our initial investments focus on alternative energy sources such as geothermal, hydrogen, energy storage and carbon capture, including utilization and sequestration technologies and emissions monitoring. For example, Nabors Energy Transition Corp. (“NETC”) completed a business combination on December 18, 2023 with one such investment target, Vast Solar Pty. Ltd.
Our initial investments focus on alternative energy sources such as geothermal, hydrogen, energy storage and carbon capture, including utilization and sequestration technologies and emissions monitoring. ​ 11 Table of Contents
Our marketed U.S. fleet as of December 31, 2024 consists of 158 AC (alternating current) land rigs, 9 SCR (silicon-controlled rectifier) land rigs, and 12 offshore platform rigs. ​ 5 Table of Contents Since we introduced our first AC land rig in 2002, we have continued to develop industry-leading breakthroughs.
Our marketed U.S. fleet as of December 31, 2025 consists of 121 land rigs and 13 offshore platform rigs. ​ 5 Table of Contents Nabors has a long history of developing and deploying industry-leading breakthroughs, beginning with our first AC-powered land rig nearly 25 years ago.
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In today’s performance-driven environment, Nabors is well positioned to seamlessly integrate downhole hardware, surface equipment and software solutions into rig designs.
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Also, Nabors has developed a portfolio of technologies designed to drive energy efficiency and emissions reductions for both itself and third-party customers. One key component of Nabors’ strategy is to seamlessly integrate downhole hardware, surface equipment and software solutions into rig designs that drive industry-leading performance and increasing efficiencies.
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As the industry shifted to drilling multiple wells on a single wellsite (or pad), we anticipated the demand for greater efficiencies and adaptability for batch drilling on multi-well drilling pads. As a result, we developed our PACE® drilling rigs.
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A second component is to leverage advanced drilling automation capabilities to set new standards for operational excellence and transform the industry. ​ With operations in over 20 countries, we are a global provider of drilling and drilling-related services for land-based and offshore oil and natural gas wells.
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In 2013, we introduced our PACE®-X800 rig equipped with an advanced, multidirectional walking system that enables the rig to move efficiently between multiple wells on a pad. The rig’s ancillary equipment is fully integrated within the rig, allowing it to move easily between adjacent rows of wells. In 2016, we introduced our PACE®-M800 and PACE®-M1000 rigs, complementing our PACE®-X800 rigs.
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In 2025, we introduced our PACE ®-X Ultra rig, an upgrade to our PACE® -X800 rig. The PACE ® -X Ultra combines upgrades to the rig’s most important specifications. We believe it is the Lower 48 drilling industry’s most powerful rig.
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We continue to enhance our diverse work environment which welcomes all backgrounds, ethnicities, and experiences.
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Also in 2025, Nabors deployed an upgraded version of its Rig Zone Robotics (RZR) rig floor automation module, on existing Nabors rigs. RZR fully automates tubular handling on the rig, removing rig crew from higher-risk manual operations.
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These efforts are reflected in the below workforce composition highlights. ​ ● Our employees represent 86 nationalities, with minorities comprising 42% of the workforce and 36% of the management roles. ● 5% of our workforce identifies as female, with 15% of them holding management positions. ● 55% of U.S.
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Of the 2025 workforce, approximately 9,800 employees were located outside the United States, compared to approximately 8,800 in the prior year. ​ Diversity ​ Human capital management practices are designed to support the attraction, development, and retention of a qualified workforce. Workforce demographic data is monitored to inform these practices.
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Selling, General and Administrative (SGA) and Field Support 2024 workforce hires were racially diverse. ​ Talent Management ​ Nabors is committed to gender and ethnicity balance in its hiring practices and workplaces. By implementing strategic recruiting efforts, employee development streams and retention, we have made progress that outpaces the industry.
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Selected workforce composition information for 2025 is summarized below: ​ ● The workforce represented 92 nationalities. In the United States, employees identifying as racial or ethnic minorities comprised approximately 42% of the workforce and minority representation in management roles was 35%. ● Approximately 5% of the workforce identified as female.
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A few notable recruiting 2024 highlights include: ​ ● Launched a university and vocational outreach program at eight schools, strengthening career growth opportunities; ● The ACE (Actively Changing Energy) program’s third cohort featured 83% diverse representation, fostering skilled professionals aligned with our teamwork and innovation goals; and ● Expanding our military recruiting program through a partnership with Recruit Military, connecting with disciplined, qualified veterans. ​ Our talent management team focused their efforts on employee retention across the entire organization.
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Of these employees, approximately 17% held management roles. ● Approximately 40% of U.S. Selling, General and Administrative (SGA) and Field Support hires identified as racially diverse. ​ Talent Management ​ Nabors talent management practices include recruiting, development, and retention activities designed to support operational needs and workforce continuity.
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A few notable successes include expanding our mentoring program to foster teamwork and growth, engaged participants in employee engagement sessions to emphasizing teamwork and collaboration, and conducted leadership feedback surveys demonstrating accountability to employee needs. ​ Learning and Development ​ Nabors is dedicated to the development and training of our worldwide workforce.
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Recruiting initiatives in 2025 included : ​ ● University and vocational outreach program at eight educational institutions ; ● The third cohort of the ACE (Actively Changing Energy) program, which achieved 100% diverse representation; and ● Expansion of our military recruiting efforts through a partnership with Recruit Military . ​ Retention efforts in 2025 included the expansion of mentoring programs, employee engagement sessions focused on collaboration, and leadership feedback surveys to support workforce development and management effectiveness.
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This year, 78% of the applicants met all requirements and received monetary awards for their fall semester education. ​ Health, Welfare and Retirement ​ At Nabors, employee health is a priority, with a focus on programs and initiatives designed to support physical and mental health, alongside fostering a culture of preventative care and wellness.
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In 2025, 77% of applicants met program requirements and received financial awards for fall semester education. ​ Health, Welfare and Retirement ​ Nabors provides health and welfare benefits that are generally consistent with industry standards and local market practices.
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All U.S. full-time employees also are eligible for a 401(k) plan with a Company match. ​ A few notable wellness highlights include: ​ ● We partnered with OCD Institute of Texas to provide mental health programs for employees; ● MD Anderson experts presented on awareness and risk management for Breast Cancer Awareness month; ● Stress management sessions were held, with over 50 participants attending. ​ Workplace Health and Safety ​ Safety is a core value at Nabors and our commitment to fostering a strong safety culture and prioritizing the well-being of our workforce is guided by three pillars: ​ ● People and Leadership: We are enhancing safety awareness, leadership, and human behavior through targeted programs and initiatives, with a particular focus on key regions such as Colombia and Argentina.
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Our approach to workplace health and safety is guided by three pillars: ​ ● People and Leadership: Safety leadership initiatives, regional safety programs, leadership field engagement, and employee feedback mechanisms are used to support safety awareness and behavior. ● Technology: We deploy innovative solutions, including the RZR system, to reduce exposure to high-risk situations, as well as the use of advanced analytics, machine learning based advisory tools, and computer vision technology for Red Zone Management. ● Data-Driven Insights: Safety performance metrics and analytics are used to monitor trends, identify potential risks, and support continuous improvement, including the use of innovative indicators, such as the Incident Severity Rate (ISR).
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Our leaders maintain a "boots on the ground" presence, demonstrating their dedication to preventing Serious Injury or Fatality (SIF) events.
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Parker provides drilling services across global energy markets.
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Additionally, we actively gather feedback through surveys and direct engagement, enabling us to better understand our teams' perspectives on workplace safety and the broader safety culture. ● Technology: Our efforts are focused on removing individuals from high-risk situations by deploying innovative solutions like our RZR system.
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Total consideration for the acquisition included cash consideration of $0.6 million and the issuance of 4.8 million shares of our common stock, which based on the closing price of our common stock of $37.50 on March 11, 2025, valued the purchase price consideration of the transaction at approximately $180.6 million. ​ On August 20, 2025, we sold Quail Tools, LLC (“Quail Tools”), a subsidiary of the Company, to Superior Energy Services, Inc.
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Additionally, we leverage advanced technologies, including machine learning-based advisory tools and computer vision systems for Red Zone Management, to enhance workplace safety and operational efficiency. ● Data-Driven Insights: By taking a holistic approach to analytics, we integrate multiple parameters to uncover meaningful insights. For example, we examine correlations between operational metrics and turnover rates to identify potential risks.
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Quail Tools was part of the Company’s acquisition of Parker. Consideration comprised cash of $375.0 million and a seller note of $250.0 million, which was prepaid in full in 2025. ​ Sustainability ​ Sustainability is an essential part of the corporate culture at Nabors and an integral part of our strategic plans.
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By adopting new indicators, such as the Incident Severity Rate (ISR), we continuously enhance our ability to predict and mitigate major events. Board Oversight of Human Capital Management ​ Our human capital management initiatives are overseen by our Board of Directors, aligning with our strategic goals and values.
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In our International segment, significant competitors with operations in multiple countries include Helmerich & Payne Inc., as well as many contractors with regional or local rig operations. ​ Our Rig Technologies segment competes primarily with NOV Inc., Helmerich & Payne Inc., and several smaller rig equipment suppliers.
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(“Vast”), a development-stage company specializing in the design and manufacturing of 11 Table of Contents concentrated solar thermal power (CSP) systems. The business combination resulted in NETC merging with and into a wholly owned subsidiary of Vast. Following the merger, Nabors now has a significant non-controlling equity investment in Vast. ​

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditional risks not presently known to us or that we currently deem immaterial may also impair our business operations. ​ Risk Factors Summary ​ The following is a summary of the principal risks included in this annual report that we believe could adversely affect our business, operations, and financial results. ​ Business and Operational Risks ​ ● Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ● Our customers and thereby our business and profitability could be adversely affected by low oil prices or turmoil in the global economy. ● We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations. ● We must renew customer contracts to remain competitive. ● The nature of our operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations. ● Our drilling contracts may in certain instances be renegotiated, suspended or terminated on short notice or without an early termination payment. ● The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ● The profitability of our operations could be adversely affected by war, civil disturbance, terrorist activity or other political or economic instability, fluctuation in currency exchange rates and local import and export controls. ● We rely on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction. ● Our contracts with state-owned energy companies may expose us to greater risks than we normally assume in contracts with non-governmental customers. ● Control of oil and natural gas reserves by state-owned oil companies may affect the demand for our services and products and create additional risks in our operations. ● Our operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates. ● Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ● Failure to realize the anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may adversely affect our business, results of operations and financial position. ● Decisions by internet service, cloud hosting service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ● Failure to effectively and timely address the energy transition could adversely affect our business, financial condition, results of operations, cash flows and share price. ● Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to risks. ● We are subject to a number of uncertainties during the timeframe when Nabors Energy Transition Corporation II (NETC II) pursues a business combination, which could adversely affect our business, financial condition, results of operations, cash flows and share price. ​ 12 Table of Contents Financial Risks ​ ● We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ● Our financial and operating flexibility could be affected by our long-term debt and other financial commitments. ● Volatility in prices of goods and services and interest rates could expose us to risks in managing our operating and capital costs. ● Our ability to access capital markets could be limited. ● A downgrade in our credit rating could negatively affect our cost of capital and our ability to access capital markets or other financing sources. ​ Technology Risks ​ ● New technologies may cause our drilling methods and equipment to become less competitive, and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.
Biggest changeAdditional risks not presently known to us or that we currently deem immaterial may also impair our business operations. ​ Risk Factors Summary ​ The following is a summary of the principal risks included in this annual report that we believe could adversely affect our business, operations, and financial results. ​ Business and Operational Risks ​ ● Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ● We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations. ● The nature of our operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations. ● Our drilling contracts may in certain instances be renegotiated, suspended or terminated on short notice or without an early termination payment. ● We must renew our customer contracts to remain competitive and the loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ● The profitability of our operations could be adversely affected by war, civil disturbance, terrorist activity or other political or economic instability, fluctuation in currency exchange rates and local import and export controls. ● We rely on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction. ● Our contracts with state-owned energy companies, which control significant oil and natural gas reserves, may expose us to greater risks than we normally assume in contracts with non-governmental customers. ● Our operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates. ● Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ● Failure to realize the anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may adversely affect our business, results of operations and financial position. ● Decisions by internet service, cloud hosting service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ● Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to risks. ​ Financial Risks ​ ● We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ● Our financial and operating flexibility could be affected by our long-term debt and other financial commitments. ● Volatility in prices of goods and services and interest rates could expose us to risks in managing our operating and capital costs. ● Our ability to access capital markets could be limited. ● A downgrade in our credit rating could negatively affect our cost of capital and our ability to access capital markets or other financing sources. ​ ​ ​ 12 Table of Contents Technology Risks ​ ● The development of new technologies or the discovery of alternative green technologies may cause our drilling methods and equipment to become less competitive, and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry. ● Limitations on our ability to obtain, maintain, protect or enforce our intellectual property rights, including our trade secrets, could cause a loss in revenues and any competitive advantage we hold. ​ Legal and Regulatory Risks ​ ● Our international business exposes us to additional risks, including risks related to geopolitical and economic factors, international laws and regulations, and compliance obligations and risks under the Foreign Corrupt Practices Act and other applicable anti-corruption laws .
The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns. ​ ​ 23 Table of Contents Risks associated with these threats include, among other things: ​ ● theft or misappropriation of funds; ​ ● loss, corruption, or misappropriation of intellectual property, or other proprietary, confidential or personally identifiable information (including customer, supplier, or employee data); ​ ● disruption or impairment of our and our customers’ business operations and safety procedures; ​ ● damage to our reputation with our customers and the market; ​ ● the perception of our products or services as having security vulnerabilities; ​ ● exposure to litigation and legal and regulatory costs; ​ ● loss or damage to our worksite data delivery systems; and ​ ● increased costs to prevent, respond to or mitigate cybersecurity events. ​ Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our systems security, whether by us or by a third party, could disrupt our business, damage our reputation and our relationships with our customers or employees, expose us to risks of litigation, significant fines and penalties and liability, result in the deterioration of our customers’ and employees’ confidence in us, and adversely affect our business, results of operations and financial condition.
The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns. ​ Risks associated with these threats include, among other things: ​ ● theft or misappropriation of funds; ​ ● loss, corruption, or misappropriation of intellectual property, or other proprietary, confidential or personally identifiable information (including customer, supplier, or employee data); ​ ● disruption or impairment of our and our customers’ business operations and safety procedures; ​ ● damage to our reputation with our customers and the market; ​ ● the perception of our products or services as having security vulnerabilities; ​ ● exposure to litigation and legal and regulatory costs; ​ ● loss or damage to our worksite data delivery systems; and ​ ● increased costs to prevent, respond to or mitigate cybersecurity events. ​ 23 Table of Contents Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our systems security, whether by us or by a third party, could disrupt our business, damage our reputation and our relationships with our customers or employees, expose us to risks of litigation, significant fines and penalties and liability, result in the deterioration of our customers’ and employees’ confidence in us, and adversely affect our business, results of operations and financial condition.
The sale, or availability for sale, of substantial amounts of our common shares in the public market, whether directly by us or resulting from the exercise of options or warrants (and, where applicable, sales pursuant to Rule 144 under the Securities Act) or the exchange of our 1.75% Exchangeable Notes due 2029 , would be dilutive to existing shareholders, could adversely affect the prevailing market price of our common shares and could impair our ability to raise additional capital through the sale of equity securities. ​ Our common share price has been and may continue to be volatile. ​ The trading price of our common shares has fluctuated in the past and is subject to significant fluctuations in response to the following factors, some of which are beyond our control: ​ ● variations in quarterly operating results; ​ ● deviations in our earnings from publicly disclosed forward-looking guidance; ​ ● variability in our revenues; ​ ● our announcements of significant contracts, acquisitions, strategic partnerships or joint ventures; ​ ● general conditions in and market perceptions of the oil and gas industry; ​ ● uncertainty about current global economic conditions; ​ ● investor sentiment about our company and industry; ​ ● fluctuations in stock market price and volume; and ​ ● other general economic conditions. ​ The trading market for our common stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our markets or our competitors.
The sale, or availability for sale, of substantial amounts of our common shares in the public market, whether directly by us or resulting from the exercise of options or warrants (and, where applicable, sales pursuant to Rule 144 under the Securities Act) or the exchange of our 1.75% Exchangeable Notes due 2029 , would be dilutive to existing shareholders, could adversely affect the prevailing market price of our common shares and could impair our ability to raise additional capital through the sale of equity securities. ​ Our common share price has been and may continue to be volatile. ​ The trading price of our common shares has fluctuated in the past and is subject to significant fluctuations in response to the following factors, some of which are beyond our control: ​ ● variations in quarterly operating results; ​ ● deviations in our earnings from publicly disclosed forward-looking guidance; ​ ● variability in our revenues; ​ ● our announcements of significant contracts, acquisitions, strategic partnerships or joint ventures; ​ 28 Table of Contents ● general conditions in and market perceptions of the oil and gas industry; ​ ● uncertainty about current global economic conditions; ​ ● investor sentiment about our company and industry; ​ ● fluctuations in stock market price and volume; and ​ ● other general economic conditions. ​ The trading market for our common stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our markets or our competitors.
The maintenance and negative covenants in the 2024 Credit Agreement could limit our operational and financial flexibility. ​ As of December 31, 2024, our consolidated total outstanding indebtedness was $2.5 billion. We also have various financial commitments, such as leases, contracts and purchase commitments.
The maintenance and negative covenants in the 2024 Credit Agreement could limit our operational and financial flexibility. ​ As of December 31, 2025, our consolidated total outstanding indebtedness was $2.5 billion. We also have various financial commitments, such as leases, contracts and purchase commitments.
Provisions in our organizational documents that are meant to help us avoid a coercive takeover include: 29 Table of Contents ​ ● Authorizing our board of directors (the “Board”) to issue a significant number of common shares and up to 25,000,000 preferred shares, as well as to determine the price, rights (including voting rights), conversion ratios, preferences and privileges of the preferred shares, in each case without any vote or action by the holders of our common shares; ​ ● Limiting the ability of our shareholders to call or bring business before special meetings; ​ ● Prohibiting our shareholders from taking action by written consent in lieu of a meeting unless the consent is signed by all the shareholders then entitled to vote; ​ ● Requiring advance notice of shareholder proposals for business to be conducted at general meetings and for nomination of candidates for election to our Board; and ​ ● Reserving to our Board the ability to determine the number of directors comprising the full Board and to fill vacancies or newly created seats on the Board. ​ Certain actions taken by us could make it easier for another party to acquire control of the Company.
Provisions in our organizational documents that are meant to help us avoid a coercive takeover include: ​ ● Authorizing our board of directors (the “Board”) to issue a significant number of common shares and up to 25,000,000 preferred shares, as well as to determine the price, rights (including voting rights), conversion ratios, preferences and privileges of the preferred shares, in each case without any vote or action by the holders of our common shares; ​ ● Limiting the ability of our shareholders to call or bring business before special meetings; ​ ● Prohibiting our shareholders from taking action by written consent in lieu of a meeting unless the consent is signed by all the shareholders then entitled to vote; ​ ● Requiring advance notice of shareholder proposals for business to be conducted at general meetings and for nomination of candidates for election to our Board; and ​ ● Reserving to our Board the ability to determine the number of directors comprising the full Board and to fill vacancies or newly created seats on the Board. ​ Certain actions taken by us could make it easier for another party to acquire control of the Company.
There can be no assurance that we will: ​ ● have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling rigs; ​ ● avoid cost overruns inherent in large fabrication projects resulting from numerous factors such as shortages or unscheduled delays in delivery of equipment or materials, inadequate levels of skilled labor, unanticipated increases in costs of equipment, materials and labor, design and engineering problems, and financial or other difficulties; ​ ● successfully deploy idle, stacked, new or upgraded drilling rigs; ​ ● effectively manage the size or growth of our organization and drilling fleet; ​ ● develop competitive technologies or choose the right technologies to develop; ​ ● invest in the right technologies; ​ ● maintain crews necessary to operate existing or additional drilling rigs; or ​ ● successfully improve our financial condition, results of operations, business or prospects as a result of improving existing drilling rigs or building new drilling rigs with updated technology. ​ In the event that we are successful in developing new technologies for use in our business, there is no guarantee of future demand for those technologies.
There can be no assurance that we will: 21 Table of Contents ​ ● have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling rigs; ​ ● avoid cost overruns inherent in large fabrication projects resulting from numerous factors such as shortages or unscheduled delays in delivery of equipment or materials, inadequate levels of skilled labor, unanticipated increases in costs of equipment, materials and labor, design and engineering problems, and financial or other difficulties; ​ ● successfully deploy idle, stacked, new or upgraded drilling rigs; ​ ● effectively manage the size or growth of our organization and drilling fleet; ​ ● develop competitive technologies or choose the right technologies to develop; ​ ● invest in the right technologies; ​ ● maintain crews necessary to operate existing or additional drilling rigs; or ​ ● successfully improve our financial condition, results of operations, business or prospects as a result of improving existing drilling rigs or building new drilling rigs with updated technology. ​ In the event that we are successful in developing new technologies for use in our business, there is no guarantee of future demand for those technologies.
Other effects of the pandemic included significant volatility and disruption of the global financial markets; adverse revenue and net income effects; disruptions to our operations, including suspension or deferral of drilling activities; customer shutdowns of oil and gas exploration and production; downward revisions to customer budgets; supply chain disruptions; inflation and other decreases in purchasing power, limitations on access to raw materials; employee impacts from illness, school closures and other community response measures; and temporary closures of our facilities or the facilities of our customers and suppliers.
Other effects of the COVID-19 pandemic included significant volatility and disruption of the global financial markets; adverse revenue and net income effects; disruptions to our operations, including suspension or deferral of drilling activities; customer shutdowns of oil and gas exploration and production; downward revisions to customer budgets; supply chain disruptions; inflation and other decreases in purchasing power, limitations on access to raw materials; employee impacts from illness, school closures and other community response measures; and temporary closures of our facilities or the facilities of our customers and suppliers.
Economic sanctions or an oil embargo, for example, could have significant impact on activity in the oil and natural gas industry and, correspondingly, us should we operate in an area subject to any sanctions or embargo, or in the surrounding region to the extent any sanctions or embargo disrupts its operations. ​ Changes to, or noncompliance with laws and regulations regarding environmental matters or exposure to environmental liabilities, could adversely affect our results of operations. ​ Drilling of oil and natural gas wells is subject to various laws and regulations in the jurisdictions where we operate, including comprehensive and frequently changing laws and regulations relating to the protection of the environment and human health, such as those regulating the spill, release, transport, storage, use, treatment, disposal and remediation of, and exposure to, hazardous and solid wastes and materials.
Economic sanctions or an oil embargo, for example, could have significant impact on activity in the oil and natural gas industry and, correspondingly, us should we operate in an area subject to any sanctions or embargo, or in the surrounding region to the extent any sanctions or embargo disrupts its operations. ​ Changes to, or noncompliance with laws and regulations regarding environmental matters or exposure to environmental liabilities, could adversely affect our results of operations. ​ Drilling of oil and natural gas wells is subject to various laws and regulations in the jurisdictions where we operate, including comprehensive and frequently changing laws and regulations relating to the protection of the environment and human health, such as those regulating the spill, release, transport, storage, use, treatment, disposal and remediation of, 24 Table of Contents and exposure to, hazardous and solid wastes and materials.
If future cash flow estimates, based upon information available to management at the time, including oil and gas prices and expected utilization levels, indicate that the carrying value of any of our rigs may not be recoverable or if we sell assets for less than their then carrying value, we may recognize additional impairment charges on our fleet, which could adversely affect our business, financial condition, results of operations and cash flows. ​ Similar considerations exist with respect to our non-controlled equity investments.
If future cash flow estimates, 19 Table of Contents based upon information available to management at the time, including oil and gas prices and expected utilization levels, indicate that the carrying value of any of our rigs may not be recoverable or if we sell assets for less than their then carrying value, we may recognize additional impairment charges on our fleet, which could adversely affect our business, financial condition, results of operations and cash flows. ​ Similar considerations exist with respect to our non-controlled equity investments.
Throughout 2022 and 2023, in an effort to combat inflation, central banks throughout the world have raised, and may further raise, interest rates in response to concerns about inflation. While the global inflation rate stabilized in 2023 and 2024 and, in some cased, declined and inflationary pressures eased in 2024, we cannot be sure that this trend will continue.
Throughout 2022 and 2023, in an effort to combat inflation, central banks throughout the world have raised, and may further raise, interest rates in response to concerns about inflation. While the global inflation rate stabilized in 2023 and 2024 and, in some cases, declined and inflationary pressures eased in 2024, we cannot be sure that this trend will continue.
If we are unable to remain competitive based on these and/or other competitive factors, we may be unable to increase or even maintain our market share, utilization rates and/or dayrates for our services, which could adversely affect our business, financial condition, results of operations and cash flows. ​ We must renew customer contracts to remain competitive. ​ In addition to our performance, our ability to renew existing customer contracts, or obtain new contracts, and the terms of any such contracts depends on market conditions and our customers’ future drilling plans, which are subject to change.
If we are unable to remain competitive based on these and/or other competitive factors, we may be unable to increase or even maintain our market 14 Table of Contents share, utilization rates and/or dayrates for our services, which could adversely affect our business, financial condition, results of operations and cash flows. ​ We must renew customer contracts to remain competitive. ​ In addition to our performance, our ability to renew existing customer contracts, or obtain new contracts, and the terms of any such contracts depends on market conditions and our customers’ future drilling plans, which are subject to change.
Any fluctuation in our credit rating, could affect our cost of capital and ability to access capital markets or other financing sources in the future, any of which could adversely affect our financial condition, results of operations and cash flows. ​ ​ ​ ​ ​ ​ ​ ​ 21 Table of Contents Technology Risks ​ New technologies may cause our drilling methods and equipment to become less competitive and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.
Any fluctuation in our credit rating, could affect our cost of capital and ability to access capital markets or other financing sources in the future, any of which could adversely affect our financial condition, results of operations and cash flows. ​ Technology Risks ​ New technologies may cause our drilling methods and equipment to become less competitive and it may become necessary to incur higher levels of operating and capital expenditures in order to keep pace with the disruptive trends in the drilling industry.
These operations are subject to various risks, 16 Table of Contents including war, civil disturbances, labor strikes, nationalization, terrorist activity and governmental actions that may limit or disrupt markets, restrict the movement of funds or result in limits or restrictions in our ability to operate or compete, the deprivation of contractual rights or the taking of property without fair compensation, particularly in respect of contracts with state-owned oil companies.
These operations are subject to various risks, including war, civil disturbances, labor strikes, nationalization, terrorist activity and governmental actions that may limit or disrupt markets, restrict the movement of funds or result in limits or restrictions in our ability to operate or compete, the deprivation of contractual rights or the taking of property without fair compensation, particularly in respect of contracts with state-owned oil companies.
Our competitors may also be able to develop technology independently that is similar to ours without infringing on our patents or gaining access to our trade secrets, which could adversely affect our financial condition, results of operations and cash flows. ​ Technology disputes could negatively affect our operations or increase our costs. ​ Our services and products use proprietary technology and equipment, which can involve potential infringement of a third party’s rights, or a third party’s infringement of our rights, including patent rights.
Our competitors may also be able to develop technology independently that is similar to ours without infringing on our patents or gaining access to our trade secrets, which could adversely affect our financial condition, results of operations and cash flows. ​ 22 Table of Contents Technology disputes could negatively affect our operations or increase our costs. ​ Our services and products use proprietary technology and equipment, which can involve potential infringement of a third party’s rights, or a third party’s infringement of our rights, including patent rights.
As of December 31, 2024, we had no borrowings under this facility. Under the facility, we are required to maintain an “interest coverage ratio” of no less than 2.75:1.00. We are also required to maintain a “minimum guarantor value” of no less than 90% at all times.
As of December 31, 2025, we had no borrowings under this facility. Under the facility, we are required to maintain an “interest coverage ratio” of no less than 2.75:1.00. We are also required to maintain a “minimum guarantor value” of no less than 90% at all times.
If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis or on substantially similar terms, or if contracts are suspended for an extended period of time with or without adequate compensation or renegotiated with pricing or other terms less favorable to us, it could adversely affect our financial condition and results of operations. ​ The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ In 2024, 2023 and 2022, we received approximately 43%, 37% and 36%, respectively, of our consolidated operating revenues from our three largest contract drilling customers (including their affiliates), with our largest customer and partner in our SANAD joint venture, Saudi Aramco, representing 31%, 26% and 26% of our consolidated operating revenues, respectively, for these periods.
If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis or on substantially similar terms, or if contracts are suspended for an extended period of time with or without adequate compensation or renegotiated with pricing or other terms less favorable to us, it could adversely affect our financial condition and results of operations. ​ The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations. ​ In 2025, 2024 and 2023, we received approximately 41%, 43% and 37%, respectively, of our consolidated operating revenues from our three largest contract drilling customers (including their affiliates), with our largest customer and partner in our SANAD joint venture, Saudi Aramco, representing 30%, 31% and 26% of our consolidated operating revenues, respectively, for these periods.
There can be no assurances as to the future level of demand for our services or future conditions in the oil and natural gas and oilfield services industries. ​ 14 Table of Contents Our customers and thereby our business and profitability could be adversely affected by low oil prices or turmoil in the global economy. ​ Changes in general economic and political conditions may negatively affect our business, financial condition, results of operations and cash flows.
There can be no assurances as to the future level of demand for our services or future conditions in the oil and natural gas and oilfield services industries. ​ Our customers and thereby our business and profitability could be adversely affected by low oil prices or turmoil in the global economy. ​ Changes in general economic and political conditions may negatively affect our business, financial condition, results of operations and cash flows.
We are also subject to complaints and allegations from former, current or prospective employees from time to time, alleging violations of employment-related laws or other whistle blower-related matters. Lawsuits or claims could result in 26 Table of Contents decisions against us that could have an adverse effect on our financial condition or results of operations.
We are also subject to complaints and allegations from former, current or prospective employees from time to time, alleging violations of employment-related laws or other whistle blower-related matters. Lawsuits or claims could result in decisions against us that could have an adverse effect on our financial condition or results of operations.
Accordingly, a decline in revenues due to lower dayrates or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on our business, financial condition and results of operations. ​ Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ​ We conduct some operations through joint ventures, from which we derived 28% of our operating revenue during 2024.
Accordingly, a decline in revenues due to lower dayrates or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on our business, financial condition and results of operations. ​ Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations. ​ We conduct some operations through joint ventures, from which we derived 32% of our operating revenue during 2025.
Furthermore, if our equipment or proprietary technologies become obsolete, the value of our intellectual property may be reduced, or one or more technologies that we may implement in the future may not work as we expect and our business, financial condition, results of operations and reputation could be 22 Table of Contents adversely affected as a result.
Furthermore, if our equipment or proprietary technologies become obsolete, the value of our intellectual property may be reduced, or one or more technologies that we may implement in the future may not work as we expect and our business, financial condition, results of operations and reputation could be adversely affected as a result.
Further, members of the investment community have increased their focus on sustainability practices with regard to the oil and gas industry, including practices related to GHGs and climate change, and an increasing number of our customers consider sustainability factors in awarding work.
Further, members of the investment community have 25 Table of Contents increased their focus on sustainability practices with regard to the oil and gas industry, including practices related to GHGs and climate change, and an increasing number of our customers consider sustainability factors in awarding work.
We also are subject to various laws and regulations that govern the operation and taxation of our business and the import and export of our equipment from country to country, the imposition, application and interpretation of which can prove to be uncertain. ​ The initiation of conflicts in certain regions or by certain agitators, including, but not limited to, the invasion of Ukraine by Russia or the conflicts in the Middle East and around the Red Sea, can have an adverse effect on us should they become more intense or widespread.
We also are subject to various laws and regulations that govern the operation and taxation of our business and the import and export of our equipment from country to country, the imposition, application and interpretation of which can prove to be uncertain. ​ The initiation or escalation of conflicts in certain regions, including, but not limited to, the Russia invasion of Ukraine by Russia or the conflicts in the Middle East, can have an adverse effect on us should they become more intense or widespread.
While this regulation has been voluntarily stayed by the SEC pending judicial review, there can be no 25 Table of Contents assurance that we will not be subject to this regulation, or other climate regulation promulgated by another federal agency in the future. ​ The Paris Agreement requires set GHG emission reduction goals every five years beginning in 2020.
While this regulation has been voluntarily stayed by the SEC pending judicial review, there can be no assurance that we will not be subject to this regulation, or other climate regulation promulgated by another federal agency in the future. ​ The Paris Agreement requires set GHG emission reduction goals every five years beginning in 2020.
Downturns in the oil price environment may result in downward pricing pressure and decreased demand for our drilling services with existing customers, renegotiations of pricing and other terms in our drilling contracts with certain customers and early termination of contracts by others.
Downturns in the oil price environment may result in downward pricing 15 Table of Contents pressure and decreased demand for our drilling services with existing customers, renegotiations of pricing and other terms in our drilling contracts with certain customers and early termination of contracts by others.
As a result of the Bermuda CIT, the Company’s exemption from Bermuda corporate income taxes will cease in 2025. With the enactment of the Bermuda CIT in 2023, the Company underwent an analysis to determine the tax impacts to its consolidated financial statements.
As a result of the Bermuda CIT, the Company’s exemption from Bermuda corporate income taxes ceased in 2025. With the enactment of the Bermuda CIT in 2023, the Company underwent an analysis to determine the tax impacts to its consolidated financial statements.
As of December 31, 2024, we have recorded a deferred tax asset of $206.9 million for the Bermuda net operating losses generated from 2020 through 2024 with an offsetting valuation allowance of $206.9 million . ​ The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes, to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including future transactions involving the sale or issuance of Company equity securities, or if taxable income does not reach sufficient levels. ​ As of December 31, 2024, the Company reported consolidated federal net operating loss (“NOL”) carryforwards of approximately $599.5 million and certain other favorable federal income tax attributes.
As of December 31, 2025, we have recorded a deferred tax asset of $206.9 million for the Bermuda net operating losses generated from 2020 through 2024 with an offsetting valuation allowance of $206.9 million . ​ 27 Table of Contents The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes, to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including future transactions involving the sale or issuance of Company equity securities, or if taxable income does not reach sufficient levels. ​ As of December 31, 2025, the Company reported consolidated U.S. federal net operating loss (“NOL”) carryforwards of approximately $355.4 million and certain other favorable federal income tax attributes.
Stronger GHG emission targets were set at the Conference of Parties in Glasgow (“COP 26”) in November 2021 and were reaffirmed at the Conference of Parties in Dubai (“COP 28”) in December 2023 and the Conference of Parties in Baku (“COP 29”) in November 2024.
Stronger GHG emission targets were set at the Conference of Parties in Glasgow (“COP 26”) in November 2021 and were reaffirmed at the Conference of Parties in Dubai (“COP 28”) in December 2023, the Conference of Parties in Baku (“COP 29”) in November 2024 and the Conference of Parties in Belem (“COP 30”) in November 2025.
We could fail to achieve, or may be perceived to fail to achieve, ESG-related initiatives, goals, or commitments and we may be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them.
We could fail to achieve, or may be perceived to fail to achieve, ESG- 30 Table of Contents related initiatives, goals, or commitments and we may be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them.
The failure to meet the local content requirements and other local standards may adversely affect our operations in those countries. In addition, while we do not control the actions of our joint venture partners, their actions could have an effect on our investment in the joint ventures and more generally our overall reputation.
The failure to meet the local content requirements and other local standards may adversely affect our operations in those countries. In addition, while we do not control the actions of our joint venture partners, including, but not limited to Saudi Aramco, their actions could have an effect on our investment in the joint ventures and more generally our overall reputation.
Such legislation incentivizes the development, use and investment in these technologies and alternative energy sources and could accelerate the shift away from traditional oil and gas. For example, the Inflation Reduction Act (“IRA”) of 2022 contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies.
Such legislation incentivizes the development, use and investment in these technologies and alternative energy sources and could accelerate the shift away from traditional oil and gas. For example, prior to its partial repeal, the Inflation Reduction Act (“IRA”) of 2022 contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies.
The Company’s ability to use its NOL carryforwards and certain other attributes may be limited if it experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s ability to use its legacy Nabors’ NOL carryforwards of $213.7 million and certain other attributes may be limited if it experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”).
Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that 27 Table of Contents the expense is incurred.
Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense is incurred.
In addition, 489,629 common shares were reserved for issuance pursuant to stock option and employee benefit plans, 3,937,641 shares are reserved for issuance upon exercise of outstanding warrants and 1,441,075 shares were reserved for issuance under the 1.75% senior exchangeable notes due 2029.
In addition, 674,436 common shares were reserved for issuance pursuant to stock option and employee benefit plans, 3,937,596 shares are reserved for issuance upon exercise of outstanding warrants and 1,441,075 shares were reserved for issuance under the 1.75% senior exchangeable notes due 2029.
If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to materially decline. ​ During 2024, our stock price on the NYSE ranged from a high of $105.96 per common share to a low of $50.15 per common share.
If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to materially decline. ​ During 2025, our stock price on the NYSE ranged from a high of $69.20 per common share to a low of $23.27 per common share.
The Company’s ability to use its NOL carryforwards and other tax attributes will also depend on the amount of taxable income it generates in future periods. ​ 28 Table of Contents Share Capital and Corporate Structure Risks ​ Significant issuances of common shares could adversely affect the market price of our common shares. ​ As of February 7, 2025, we had 32,000,000 authorized common shares, of which 10,764,937 shares were outstanding and entitled to vote, including 1,161,283 common shares held by our subsidiaries.
The Company’s ability to use its NOL carryforwards and other tax attributes will also depend on the amount of taxable income it generates in future periods. ​ Share Capital and Corporate Structure Risks ​ Significant issuances of common shares could adversely affect the market price of our common shares. ​ As of February 6, 2026, we had 32,000,000 authorized common shares, of which 15,834,469 shares were outstanding and entitled to vote, including 1,161,283 common shares held by our subsidiaries.
For example, our prior SPAC, Nabors Energy Transition Corporation, consummated a merger with Vast Renewables Limited, an Australian development-stage company specializing in the design and manufacturing of concentrated solar thermal power (CSP) systems, which, upon completion of the merger, was listed on Nasdaq.
For example, our initial SPAC, Nabors Energy Transition Corporation, consummated a merger with Vast Renewables Limited, an Australian development-stage company specializing in the design and manufacturing of concentrated solar thermal power (CSP) systems.
Pillar 2 did not have a material impact on our consolidated financial statements for the year ended December 31, 2024. ​ On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025.
We do not expect the legislation to have a material impact on our effective tax rate. ​ On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025.
Many factors could jeopardize efforts to stem inflationary pressures in the United States and other jurisdictions where we operate, and such factors could ultimately lead to further inflationary pressures on foreign goods.
Many factors could jeopardize efforts to stem inflationary pressures in the United States and other jurisdictions where we operate, and such factors could ultimately lead to further inflationary pressures on foreign goods. We expect these inflationary pressures to continue to impact our margins and more generally, our business in 2026.
Similarly, significant changes or developments in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, may have a material adverse effect on our business and financial statements. ● We may be subject to changes in tax laws and have additional tax liabilities. ● The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes, to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including future transactions involving the sale or issuance of Company equity securities, or if taxable income does not reach sufficient levels. ​ Share Capital and Corporate Structure Risks ​ ● Significant issuances of common shares could adversely affect the market price of our common shares. ● Our common share price has been and may continue to be volatile. ● Provisions in our organizational documents may be insufficient to thwart a coercive hostile takeover attempt; conversely, provisions in our organizational documents and in our outstanding debt and Saudi joint venture documents may deter a change of control transaction and decrease the likelihood of a shareholder receiving a change of control premium. ● As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. 13 Table of Contents ​ Risks Related to Our Merger with Parker Drilling Company ​ ● Uncertainty as to whether the conditions to closing the merger with Parker Drilling Company will be satisfied. ● The diversion of management time on merger-related issues. ● The significant costs required to complete the merger and to integrate Parker’s operations with our own. ● Our ability to successfully integrate Parker’s business with our own and to realize the expected benefits of the merger with Parker. ​ General Risks ​ ● Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, our costs of capital, our reporting requirements and our operations, which could negatively affect our stock price. ● Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics, including the strain of coronavirus known as COVID-19, and future adverse effects could be material and difficult to predict. ● Our business is subject to cybersecurity risks. ● The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ● Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility. ​ For a more complete discussion of the risks facing our business, see below. ​ Business and Operational Risks ​ Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ​ Our operations, demand for our services, and the rates we are able to charge for such services depend on the level of spending by oil and gas companies for exploration, development and production activities.
Similarly, significant changes or developments in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, may have a material adverse effect on our business and financial statements. ● We may be subject to changes in tax laws and have additional tax liabilities. ● The Company’s ability to use its net operating loss carryforwards, and possibly other tax attributes may be significantly limited. ​ Share Capital and Corporate Structure Risks ​ ● Our common share price has been and may continue to be volatile. ● Provisions in our organizational documents may be insufficient to thwart a coercive hostile takeover attempt; conversely, provisions in our organizational documents and in our outstanding debt and Saudi joint venture documents may deter a change of control transaction and decrease the likelihood of a shareholder receiving a change of control premium. ● Our board of directors controls voting of our common stock, which could limit a shareholder’s ability to influence our actions. ​ General Risks ​ ● Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics, including the strain of coronavirus known as COVID-19, and future adverse effects could be material and difficult to predict. ● Our business is subject to cybersecurity risks. ● The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ● Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility. ​ For a more complete discussion of the risks facing our business, see below. ​ ​ ​ ​ 13 Table of Contents Business and Operational Risks ​ Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability. ​ Our operations, demand for our services, and the rates we are able to charge for such services depend on the level of spending by oil and gas companies for exploration, development and production activities.
An ownership change generally occurs if there is a more than 50 percentage point increase in the aggregate equity ownership of the Company by one or more “5 percent shareholders” (as that term is defined for purposes of Sections 382 and 383 of the Code) in any testing period, which is generally the three-year period preceding any potential ownership change, measured against their lowest percentage ownership at any time during such period. ​ There is no assurance that the Company will not experience an ownership change under Section 382 as a result of future actions that may significantly limit or possibly eliminate its ability to use its NOL carryforwards and certain other tax attributes.
An ownership change generally occurs if there is a more than 50 percentage point increase in the aggregate equity ownership of the Company by one or more “5 percent shareholders” (as that term is defined for purposes of Sections 382 and 383 of the Code) in any testing period, which is generally the three-year period preceding any potential ownership change, measured against their lowest percentage ownership at any time during such period.
Despite the successful listing, we recognized a $15.4 million impairment as Vast’s fair value was below carrying value. ​ Our financial and operating flexibility could be affected by our long-term debt and other financial commitments. ​ The 2024 Credit Agreement (as defined) is secured with a first lien security interest on all land drilling rigs and related equipment, spare parts and inventory in the contiguous United States.
Subsequent to the merger, as Vast’s fair value went below carrying value and Vast entered into voluntary administration, we recognized impairments of $7.5 million and $15.4 million for the years ended December 31, 2025 and 2024, respectively. ​ Our financial and operating flexibility could be affected by our long-term debt and other financial commitments. ​ The 2024 Credit Agreement (as defined below) is secured with a first lien security interest on all land drilling rigs and related equipment, spare parts and inventory in the contiguous United States.
Foreign Corrupt Practices Act (the “FCPA”), the Bermuda Bribery Act (2016) and other anti-corruption laws, anti-boycott provisions, securities laws, labor and employment, works councils and other labor groups, anti-human trafficking, taxes, environment, immunity, security restrictions and intellectual property. The SEC and U.S. Department of Justice have continued to focus on enforcement activities with respect to the FCPA.
Foreign Corrupt Practices Act (the “FCPA”), the Bermuda Bribery Act (2016) and other anti-corruption laws, anti-boycott provisions, securities laws, labor and employment, works councils and other labor groups, anti-human trafficking, taxes, environment, immunity, security restrictions and intellectual property.
In addition, if we are unable to meet the requirements of our investors or our lenders, our cost of capital may increase and our stock price may be negatively affected. ​ We intend to set certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, diversity, and other matters.
In addition, if we are unable to meet the requirements of our investors or our lenders, our cost of capital may increase and our stock price may be negatively affected.
The anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may not be fully realized, or may be realized more slowly than expected, and may result in operational and financial consequences, including, but not limited to, the loss of key customers, suppliers or employees, or the disposition of certain assets or operations, which may have an adverse effect on our business, financial condition and results of operations.
The anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may not be fully realized, or may be realized more slowly than expected, and may result in operational and financial consequences, including, but not limited to, the loss of key customers, suppliers or employees, or the disposition of certain assets or operations, which may have an adverse effect on our business, financial condition and results of operations. ​ 18 Table of Contents Decisions by internet service, cloud host service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ​ We utilize the internet to provide services and to promote our business and services to current and potential customers and to provide information and updates to our investors.
If these tax laws, treaties or regulations change or any tax authority successfully challenges our assessment of the effects of such laws, treaties and regulations in any country, including our operational structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries, this could have a material adverse effect on us, resulting in a higher effective tax rate on our consolidated earnings or a reclassification of the tax effects of our significant corporate restructuring transactions. ​ On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States.
If these tax laws, treaties or regulations change or any tax authority successfully challenges our assessment of the effects of such laws, treaties and regulations in any country, including our operational structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries, this could have a material adverse effect on us, resulting in a higher effective tax rate on our consolidated earnings or a reclassification of the tax effects of our significant corporate restructuring transactions. ​ The Organization Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%.
Certain of our institutional investors use third-party benchmarks or scores to measure a company’s ESG practices in an increasingly broad set of matters including but not limited to, environmental sustainability (including climate change), human capital, labor, product certification and risk oversight.
As a service provider to energy companies in the fossil fuel industry, if any of these efforts continue or increase, our ability to raise capital could be negatively affected, which could lead to a reduction in our stock price. ​ Certain of our institutional investors use third-party benchmarks or scores to measure a company’s ESG practices in an increasingly broad set of matters including but not limited to, environmental sustainability (including climate change), human capital, labor, product certification and risk oversight.
There can be no assurances that the Federal Reserve will continue to decrease interest rates or that it will maintain current interest rates. Our 2024 Credit Agreement bears interest at a floating rate. Consequently, to the extent we have borrowings outstanding under the facility, the borrowings will bear interest at increased rates compared to our historical rates.
Beginning in the second half of 2024, as inflation decreased, the Federal Reserve decreased interest rates. There can be no assurances that the Federal Reserve will continue to decrease interest rates or that it will maintain current interest rates. Our 2024 Credit Agreement bears interest at a floating rate.
The extent to which our operating and financial results will continue to be affected will depend on various factors beyond our control. ​ The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ​ The successful execution of our business strategies depends, in part, on the continued service of certain key executive officers and employees.
A resurgence of COVID-19 and its variants or the spread of a new pandemic could have a material adverse effect on our business and operations. ​ The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success. ​ The successful execution of our business strategies depends, in part, on the continued service of certain key executive officers and employees.
Furthermore, any refinancing of our debt could be at higher interest rates and may require make-whole payments and compliance with onerous covenants, which could further restrict our business operations.
Furthermore, any refinancing of our debt could be at higher interest rates and may require make-whole payments and compliance with onerous covenants, which could further restrict our business operations. 20 Table of Contents Furthermore, the increased interest rates could affect our clients’ businesses and borrowing costs, which in turn could impact their ability to make payments to us, with the global nature of our operations heightening our exposure to such risks.
Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. ​ 33 Table of Contents Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics and future adverse effects could be material and difficult to predict. ​ The global spread of the strain of coronavirus known as COVID-19 and its variants, which was declared a global pandemic by the World Health Organization on March 11, 2020, impacted our operations and the operations of our customers and suppliers.
Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business. ​ Our business, results of operations and financial condition have previously been (and may in the future be) adversely affected by global public health epidemics, with future adverse effects potentially material and difficult to predict. ​ The 2020 outbreak of the strain of coronavirus known as COVID-19 and its variants triggered a sharp sell-off in energy commodities markets during the first quarter of 2020, as economic activity tumbled as a result of government impositions of mandatory closures, quarantines and other restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions.
Despite our efforts, the results of our due diligence may have not been complete and accurate or, even if complete and accurate, may have not been sufficient to identify all relevant facts, which could prevent us from realizing the anticipated benefits we expect to achieve as a result of the Merger with Parker and the business and results of operations of the combined company could be adversely affected. ​ General Risks ​ Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, increase our costs of capital, our reporting requirement, and our operations, which could negatively affect our stock price. ​ Regulators, investor advocacy groups, investment funds, and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) matters and have placed increasing importance on the non-financial impacts of their investments.
If subsidiaries are unable to distribute or otherwise make payments to us, we may not be able to pay interest or principal on obligations when due, and we cannot assure you that we will be able to obtain the necessary funds from other sources. ​ General Risks ​ Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, increase our costs of capital, our reporting requirement, and our operations, which could negatively affect our stock price. ​ Regulators, investor advocacy groups, investment funds, and other stakeholders are focused on environmental, social, and governance (“ESG”) matters and have placed increasing importance on the non-financial impacts of their investments, with some investors calling to limit investment and lending to businesses in our industry.
Even if available, insurance may be inadequate or insurance premiums or other costs may increase significantly in the future, making insurance prohibitively expensive. 15 Table of Contents We expect to continue facing upward pressure in our insurance renewals, our premiums and deductibles may be higher, and some insurance coverage may either be unavailable or more expensive than it has been in the past.
We expect to continue facing upward pressure in our insurance renewals, our premiums and deductibles may be higher, and some insurance coverage may either be unavailable or more expensive than it has been in the past. Moreover, our insurance coverage generally provides that we assume a portion of the risk in the form of a deductible or self-insured retention.
GAAP, which is defined as cumulative inflation rates exceeding 100% in the most recent three-year period. Our dayrate in Argentina is denominated in U.S. Dollars, but we are paid in Argentine Pesos. Argentina has a history of implementing currency controls, which may limit our ability to access U.S. Dollars in Argentina and repatriate cash from our operations there.
For example, we currently have operations in Argentina. Argentina’s economy is currently considered highly inflationary under U.S. GAAP, which is defined as cumulative inflation rates exceeding 100% in the most recent three-year period. Our dayrate in Argentina is denominated in U.S. Dollars, but we are paid in Argentine Pesos.
In addition, insurance may not be available to cover certain risks, including war and political risks.
In addition, insurance may not be available to cover certain risks, including war and political risks. Even if available, insurance may be inadequate or insurance premiums or other costs may increase significantly in the future, making insurance prohibitively expensive.
In addition, U.S. and other governments have increased their oversight and enforcement activities with respect to Sanctions laws and regulations and it is expected that the relevant agencies will continue to increase these investigative and enforcement activities.
However, we can provide no assurances that these policies and procedures will always be effective in identifying Sanctions Targets and their property interests or in preventing violations of applicable Sanctions by us or employees, agents or other persons acting on our behalf. ​ In addition, U.S. and other governments have increased their oversight and enforcement activities with respect to Sanctions laws and regulations and it is expected that the relevant agencies will continue to increase these investigative and enforcement activities.
See, for example, “—Our business may be affected by changes in applicable sanctions or export controls laws and regulations, including those targeting Russia.” ​ The future occurrence of one or more international events arising from the types of risks described above could have a material adverse effect on our business, financial condition and results of operations. ​ We rely on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction. ​ Our reliance on third-party suppliers, manufacturers and service providers to provide equipment and services exposes us to volatility in the quality, price and availability of such items.
See, for example, “—Our business may be affected by changes in applicable sanctions or export controls laws and regulations, including those targeting Russia.” ​ The future occurrence of one or more international events arising from the types of risks described above could have a material adverse effect on our business, financial condition and results of operations. ​ Significant changes or developments in U.S. or other national trade policies, including tariffs, and the reactions of other countries thereto, may have a material adverse effect on our business and results of operations. ​ We operate in various countries across the world and source a wide range of raw materials and components from the international market.
While our employees and agents are required to comply with applicable anti-corruption laws, and we have adopted policies and procedures and related training programs designed to promote and achieve compliance, we cannot ensure that our internal policies, procedures and programs will always protect us from risks associated with unlawful acts carried out by our employees or agents. ​ 24 Table of Contents Failure by us, our employees, affiliates, partners or others with whom we work to comply with applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of export/import privileges.
If we do not maintain compliance with the anti-corruption and anti-bribery laws to which we are subject, we may face civil and criminal penalties or other costs associated with remediation. ​ Failure by us, our employees, affiliates, partners or others with whom we work to comply with applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of export/import privileges.
In response to ongoing military hostilities between Russia and Ukraine, the United States, the United Kingdom, the European Union, and other jurisdictions imposed new and additional economic sanctions, export controls and other trade restrictions (collectively, “Sanctions Measures”) targeting Russia, Belarus and certain regions of Ukraine, including Sanctions Measures that impose: (i) restrictions on engaging in specified activities or transactions, or any and all activities and transactions, with, involving or for the benefit of certain designated Russian and Belarusian entities or individuals (collectively, “Sanctions Targets”); (ii) a specific prohibition on new investment in the Russian energy sector, broadly defined to include the procurement, exploration, extraction, drilling, mining, harvesting, production, refinement, liquefaction, gasification, regasification, conversion, enrichment, fabrication or transport of petroleum, natural gas, liquified natural gas, natural gas liquids, or petroleum products or other products capable of producing energy; and (iii) a broad prohibition on new investment in Russia. ​ Pursuant to applicable Sanctions, we may be obliged to limit our business activities, may incur costs in order to implement and maintain compliance programs, and may be subject to investigations, enforcement actions or penalties relating to actual or alleged instances of noncompliance with the Sanctions Measures.
In response to ongoing military hostilities between Russia and Ukraine, the United States, the United Kingdom, the European Union, and other jurisdictions imposed new and additional economic sanctions, export controls and other trade restrictions. ​ Pursuant to applicable Sanctions, we may be obliged to limit our business activities, may incur costs in order to implement and maintain compliance programs, and may be subject to investigations, enforcement actions or penalties relating to actual or alleged instances of noncompliance with the Sanctions Measures.
Our attempts to offset these increasing costs, such as increases in our dayrates and operational improvements, may not be successful.
Argentina has a history of implementing currency controls, which may limit our ability to access U.S. Dollars in Argentina and repatriate cash from our operations there. Our attempts to offset these increasing costs, such as increases in our dayrates and operational improvements, may not be successful.
We expect these inflationary pressures to continue to impact our margins and more generally, our business in 2025. 20 Table of Contents As a result, the interest rates on our borrowings we are charged may be significantly higher than our interest rates in prior years, which increases our cost to operate our business.
As a result, the interest rates on our borrowings we are charged may be significantly higher than our interest rates in prior years, which increases our cost to operate our business. For example, the Federal Reserve raised interest rates, with total increases of 450 basis points from March 2022 through early 2024.
It may also be necessary for us to take certain actions, including suspending or winding down our operations in Russia, in order to maintain compliance with, or satisfy obligations under, applicable Sanctions. ​ We are committed to compliance with all applicable Sanctions and have implemented and maintain dedicated policies and procedures that we believe to be customary and appropriate to promote and maintain our compliance with applicable Sanctions.
For example, due to conflict and related sanctions and export control laws and regulations, we have suspended our operations in Russia. 26 Table of Contents ​ We are committed to compliance with all applicable Sanctions and have implemented and maintain dedicated policies and procedures that we believe to be customary and appropriate to promote and maintain our compliance with applicable Sanctions.
Similarly, our failure or perceived failure to pursue or fulfill our sustainability-focused goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation. ​ We will be subject to a number of uncertainties during the timeframe when Nabors Energy Transition Corporation II (“NETC II”) pursues a business combination, which could adversely affect our business, financial condition, results of operations, cash flows and share price. ​ If NETC II is unable to consummate a suitable business transaction during the prescribed time period set forth in the terms of the initial public offering, we may experience negative reactions from the financial markets and from our shareholders.
Similarly, our failure or perceived failure to pursue or fulfill our sustainability-focused goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation. ​ Financial Risks ​ We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ​ In 2025, we recognized impairment charges of $26.5 million related to tangible assets and equipment.
For example, certain change of control transactions could accelerate the principal amounts outstanding, and require premiums payments, under our debt instruments, or trigger a call option to purchase our interest in SANAD, our joint venture with Saudi Aramco. ​ As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. ​ We are a holding company with no significant assets other than the stock of our subsidiaries.
The Voting & Lock-Up Agreements also contain standstill provisions. ​ As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. ​ We are a holding company with no significant assets other than the stock of our subsidiaries.
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Growth through building of new drilling rigs and improvement of existing rigs is not assured. ● Limitations on our ability to obtain, maintain, protect or enforce our intellectual property rights, including our trade secrets, could cause a loss in revenues and any competitive advantage we hold. ● Technology disputes could negatively affect our operations or increase our costs. ● Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations. ​ Legal and Regulatory Risks ​ ● Our international business exposes us to additional risks, including risks related to geopolitical and economic factors, international laws and regulations, and compliance obligations and risks under the Foreign Corrupt Practices Act and other applicable anti-corruption laws .
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Significant changes or developments in U.S. or other national laws and policies, such as laws and policies surrounding international trade, foreign affairs, manufacturing and development and investment in the territories and countries where we or our customers operate, can materially adversely affect our business and results of operations.
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Moreover, our insurance coverage generally provides that we assume a portion of the risk in the form of a deductible or self-insured retention.
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Policies affecting international trade, foreign investment, and energy production—such as tariffs, export controls, import 16 Table of Contents restrictions and similar protectionist measures—can impact supply chain costs, the availability of key components, and overall industry profitability. ​ For instance, in 2025 the United States proposed and instituted numerous trade policies—including the termination of trade agreements, imposition of ad valorum tariffs on certain imports into the United States, and other regulations affecting trade between the United States and countries in which we conduct business and source components.
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See “Risks Related to Our Merger with Parker Drilling Company— The failure to integrate successfully the businesses of Nabors and Parker or to effectively managed the consolidated company post-Merger could adversely affect the combined company’s future results.” ​ 18 Table of Contents Decisions by internet service, cloud host service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors. ​ We utilize the internet to provide services and to promote our business and services to current and potential customers and to provide information and updates to our investors.
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In response to the measures taken by the United States, a number of other nations have proposed and implemented retaliatory tariffs and trade restrictions. While the impact of such measures, both pending and threatened, remains uncertain, these measures could increase the cost of components and raw materials in our supply chain and, consequently, our costs.
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In addition, in the event that NETC II is able to find a suitable business combination, or if the business 19 Table of Contents combination is unsuccessful, there is no assurance that we will realize the anticipated value from such transaction.
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We may not be able to pass along these increased costs to our customers. ​ As a result of these developments, and any similar measures threatened or implemented in the future, there may be economic disincentives on international trade that could adversely affect our business and results of operations. ​ We rely on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction. ​ Our reliance on third-party suppliers, manufacturers and service providers to provide equipment and services exposes us to volatility in the quality, price and availability of such items.
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There can be no assurance that NETC II will be able to consummate a merger with an appropriate business and, if so, of the success of the combined company after such a transaction. ​ Financial Risks ​ We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets. ​ In 2021, we recognized impairment charges of $60.5 million related to tangible assets and equipment.
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Consequently, to the extent we have borrowings outstanding under the facility, the borrowings will bear interest at increased rates compared to our historical rates.
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For example, the Federal Reserve raised interest rates, with total increases of 450 basis points from March 2022 through early 2024. Beginning in the second half of 2024, as inflation decreased, the Federal Reserve decreased interest rates by 75 basis points, although it has indicated that it is unlikely such rate cuts will continue in 2025.
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We have implemented policies, procedures, and controls designed to promote, achieve, and maintain compliance by us and our representatives with the FCPA and other applicable anti-corruption laws.
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Furthermore, the increased interest rates could affect our clients’ businesses and borrowing costs, which in turn could impact their ability to make payments to us, with the global nature of our operations heightening our exposure to such risks. For example, we currently have operations in Argentina. Argentina’s economy is currently considered highly inflationary under U.S.
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Nevertheless, there are no guarantees that our policies, procedures and controls will prevent non-compliance or exposure to corruption, or that our representatives will comply with such policies, procedures, and controls or applicable anti-corruption laws, at all times.
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However, we can provide no assurances that these policies and procedures will always be effective in identifying Sanctions Targets and their property interests or in preventing violations of applicable Sanctions by us or employees, agents or other persons acting on our behalf. ​ The full scale of the impact of the Sanctions Measures and Russia’s responses to the Sanctions Measures (such as counter-sanctions and the potential nationalization of assets in Russia) is currently unclear but such developments could adversely affect our operations and the oil and gas sector generally, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.
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It may also be necessary for us to take certain actions.
Removed
We do not expect the IRA to have a material impact to the Company. ​ The Organization Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, we evaluate our controls environment annually using other relevant standards like Oil and Natural Gas Subsector Cybersecurity Capability Maturity Model. ​ 35 Table of Contents We engage subject matter experts such as consultants to assist us in establishing processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.
Biggest changeAdditionally, we evaluate our controls environment annually using other relevant standards like Oil and Natural Gas Subsector Cybersecurity Capability Maturity Model. ​ We engage subject matter experts such as consultants to assist us in establishing processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.
The Enterprise Incident Response Team escalates events, including to the Chief Executive Officer and Board of Directors, as relevant, according to pre-defined criteria. ​ We leverage the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) to drive strategic direction and maturity improvement and engage third-party security experts to conduct risk assessments and program enhancements.
The Enterprise Incident Response Team escalates events, including to the Chief Executive Officer and Board of Directors, as relevant, according to pre-defined criteria. ​ We leverage the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) to drive strategic direction and maturity improvement and engage third-party security experts to conduct risk assessments and 32 Table of Contents program enhancements.
Potential cybersecurity threats include terrorist or hacker attacks, the introduction of malicious computer viruses, ransomware, falsification of banking and other information, insider risk, theft of intellectual property or other security breaches.
Potential cybersecurity threats include terrorist or hacker attacks, the introduction of malicious computer 31 Table of Contents viruses, ransomware, falsification of banking and other information, insider risk, theft of intellectual property or other security breaches.
Such attacks have become more and more sophisticated over time, especially as threat actors have become increasingly well-funded by, or themselves include, governmental actors, organized crime and hackers with 34 Table of Contents significant means.
Such attacks have become more and more sophisticated over time, especially as threat actors have become increasingly well-funded by, or themselves include, governmental actors, organized crime and hackers with significant means.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 14—Commitments and Contingencies in Part II, Item 8.—Financial Statements and Supplementary Data for a description of such proceedings. ​ ITEM 4. MINE SAFETY DISCLOSURES ​ Not applicable. ​ PART II ​
Biggest changeSee Note 14—Commitments and Contingencies in Part II, Item 8.—Financial Statements and Supplementary Data for a description of such proceedings. ​ ITEM 4. MINE SAFETY DISCLOSURES ​ Not applicable. ​ 33 Table of Contents PART II ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTotal return assumes $100 invested on December 31, 2019 in shares of Nabors and in the aforementioned indices noted above assuming reinvestment of dividends at the end of each calendar year, presented in the table below. 37 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2019 2020 2021 2022 2023 2024 Nabors Industries Ltd. 100 41 58 110 58 41 S&P 500 Index 100 118 152 125 158 197 S&P SmallCap 600 Index 100 111 141 118 137 149 Russell 3000 Index 100 121 152 123 155 191 Dow Jones Oil Equipment and Services Index ​ 100 61 76 126 129 113 ​ The foregoing graph is based on historical data and is not necessarily indicative of future performance.
Biggest changeTotal return assumes $100 invested on December 31, 2020 in shares of Nabors and in the aforementioned indices noted above assuming reinvestment of dividends at the end of each calendar year, presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Nabors Industries Ltd. 100 139 266 140 98 93 S&P 500 Index 100 129 105 133 166 196 S&P SmallCap 600 Index 100 127 106 123 134 142 Russell 3000 Index 100 126 102 128 158 185 Dow Jones Oil Equipment and Services Index ​ 100 125 207 213 187 207 ​ The foregoing graph is based on historical data and is not necessarily indicative of future performance.
On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda 38 Table of Contents CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025. ​ ITEM 6. [Reserved] ​ Removed and reserved. ​
On December 18, 2023, Bermuda enacted a 15% corporate income tax regime (the “Bermuda CIT”) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of €750 million or more and is effective for tax years beginning on or after January 1, 2025. ​ ITEM 6. [Reserved] ​ Removed and reserved. ​
Pursuant to our non-resident status, there are no Bermuda restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to non-residents who are holders of our common shares in all other currencies, including currency of the United States. ​ There is no reciprocal tax treaty between Bermuda and the United States.
Pursuant to our non-resident status, there are no Bermuda restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to non-residents who are holders of our common shares in all other currencies, including currency of the United States. 35 Table of Contents ​ There is no reciprocal tax treaty between Bermuda and the United States.
As of December 31, 2024, our subsidiaries held 1.2 million of our common shares. ​ Performance Graph ​ The following graph illustrates comparisons of five-year cumulative total returns among Nabors, the S&P 500 Index, S&P SmallCap 600 Index, Russell 3000 Index and Dow Jones Oil Equipment and Services Index. We present all these indices.
As of December 31, 2025, our subsidiaries held 1.2 million of our common shares. ​ 34 Table of Contents Performance Graph ​ The following graph illustrates comparisons of five-year cumulative total returns among Nabors, the S&P 500 Index, S&P SmallCap 600 Index, Russell 3000 Index and Dow Jones Oil Equipment and Services Index. We present all these indices.
These shares were not purchased as part of a publicly announced program to purchase common shares. ​ (2) In August 2015, our Board authorized a share repurchase program under which we may repurchase up to $400.0 million of our common shares in the open market or in privately negotiated transactions. The program was renewed by the Board in February 2019.
These shares were not purchased as part of a publicly announced program to purchase common shares. ​ (2) In August 2015, our Board authorized a share repurchase program under which we may repurchase up to $400.0 million of our common shares in the open market or in privately negotiated transactions.
Our warrants are publicly traded on OTC Markets (“OTC”) under the symbol “NBRWF”. ​ 36 Table of Contents On February 7, 2025, the closing price of our common shares as reported on the NYSE was $52.07. ​ Holders. ​ On February 7, 2025, there were approximately 1,622 shareholders of record of our common shares. ​ Dividends. ​ The declaration and payment of future dividends will be at the discretion of the Board and will depend on, among other things, future earnings, general financial condition and liquidity, success in business activities, capital requirements and general business conditions in addition to legal requirements. ​ See Part I, Item 1A.—Risk Factors— As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. ​ Issuer Purchases of Equity Securities. ​ The following table provides information relating to our repurchase of common shares during the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximated ​ ​ ​ ​ ​ ​ ​ Total Number ​ Dollar Value of ​ ​ ​ ​ ​ ​ ​ of Shares ​ Shares that May ​ ​ Total ​ Average ​ Purchased as ​ Yet Be ​ ​ Number of ​ Price ​ Part of Publicly ​ Purchased Period ​ Shares ​ Paid per ​ Announced ​ Under the (In thousands, except per share amounts) Repurchased Share (1) Program Program (2) October 1 - October 31 — ​ $ 76.28 — 278,914 ​ November 1 - November 30 — ​ $ — — 278,914 ​ December 1 - December 31 — ​ $ 73.43 — 278,914 ​ (1) Shares were withheld from employees and directors to satisfy certain tax withholding obligations due in connection with grants of shares under our Amended and Restated 2016 Stock Plan.
Our warrants are publicly traded on OTC Markets (“OTC”) under the symbol “NBRWF”. ​ On February 6, 2026, the closing price of our common shares as reported on the NYSE was $69.78. ​ Holders. ​ On February 6, 2026, there were approximately 1,455 shareholders of record of our common shares. ​ Dividends. ​ The declaration and payment of future dividends will be at the discretion of the Board and will depend on, among other things, future earnings, general financial condition and liquidity, success in business activities, capital requirements and general business conditions in addition to legal requirements. ​ See Part I, Item 1A.—Risk Factors— As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations. ​ Issuer Purchases of Equity Securities. ​ The following table provides information relating to our repurchase of common shares during the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximated ​ ​ ​ ​ ​ ​ ​ Total Number ​ Dollar Value of ​ ​ ​ ​ ​ ​ ​ of Shares ​ Shares that May ​ ​ Total ​ Average ​ Purchased as ​ Yet Be ​ ​ Number of ​ Price ​ Part of Publicly ​ Purchased Period ​ Shares ​ Paid per ​ Announced ​ Under the (In thousands, except per share amounts) ​ ​ ​ Repurchased ​ ​ ​ Share (1) ​ ​ ​ Program ​ ​ ​ Program (2) October 1 - October 31 — ​ $ — — 278,914 ​ November 1 - November 30 — ​ $ 48.97 — 278,914 ​ December 1 - December 31 — ​ $ — — 278,914 ​ (1) Shares were withheld from employees and directors to satisfy certain tax withholding obligations due in connection with grants of shares under our Amended and Restated 2016 Stock Plan.
The repurchased shares are held by certain of our Bermuda subsidiaries and are registered and tradable subject to applicable securities law limitations and have the same voting, dividend and other rights as other outstanding shares.
As of December 31, 2025, we had approximately $278.9 million that remained authorized under the program that may be used to repurchase shares. The repurchased shares, which are held by our subsidiaries, are registered and tradable subject to applicable securities law limitations and have the same voting, dividend and other rights as other outstanding shares.
Through December 31, 2024, we had repurchased 0.3 million of our common shares for an aggregate purchase price of approximately $121.1 million under this program. As of December 31, 2024, we had approximately $278.9 million that remained authorized under the program that may be used to repurchase shares.
The program was reaffirmed by the Board in February 2019 and in May 2025. Through December 31, 2025, we repurchased 0.3 million of our common shares for an aggregate purchase price of approximately $121.1 million under this program.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [ Reserved] ​ 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 49 Item 8. Financial Statements and Supplementary Data ​ 51
Biggest changeItem 6. [ Reserved] ​ 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ​ 45 Item 8. Financial Statements and Supplementary Data ​ 48

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe increase is primarily attributable to an 8% increase in the average rigs working, reflecting increased drilling activity as market conditions and demand for our international drilling services have increased since the prior year. ​ Drilling Solutions ​ Operating revenues increased by $12.3 million or 4% in 2024 compared to 2023 as an increase in demand for our international and third-party services offset a decline in results in the U.S. markets, which was driven by the reduction in drilling activity. ​ Rig Technologies ​ Operating revenues decreased by $41.1 million or 17% in 2024 compared to 2023 due to the overall decline in activity in the U.S. as mentioned previously.
Biggest changeThis increase from Parker operations was slightly offset by a decline in results in the U.S. markets, which was driven by the reduction in drilling activity. ​ Rig Technologies ​ Operating revenues decreased by $47.6 million or 24% in 2025 compared to 2024 due to the overall decline in activity as mentioned previously. ​ Other Financial Information ​ Interest expense ​ Interest expense for 2025 was $215.4 million, representing an increase of $4.5 million, or 2%, compared to 2024.
By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower carbon world. ​ Outlook ​ The demand for our services and products is a function of spending by oil and gas companies for exploration, development and production activities.
By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower carbon world. ​ Outlook ​ The demand for our services and products is a function of the level of spending by oil and gas companies for exploration, development and production activities.
See Part I., Item 1A.—Risk Factors— As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations . ​ Accounts Receivable Purchase and Sales Agreements ​ On September 13, 2019, we entered into an accounts receivables sales agreement (the “A/R Sales Agreement”) and an accounts receivables purchase agreement (the “A/R Purchase Agreement” and, together with the A/R Sales Agreement, the “A/R Agreements”), whereby the originators, all of whom are our subsidiaries, sold or contributed, and will on an ongoing basis continue to sell or contribute, certain of their domestic trade accounts receivables to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”).
See Part I., Item 1A.—Risk 40 Table of Contents Factors— As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations . ​ Accounts Receivable Purchase and Sales Agreements ​ On September 13, 2019, we entered into an accounts receivables sales agreement (the “A/R Sales Agreement”) and an accounts receivables purchase agreement (the “A/R Purchase Agreement” and, together with the A/R Sales Agreement, the “A/R Agreements”), whereby the originators, all of whom are our subsidiaries, sold or contributed, and will on an ongoing basis continue to sell or contribute, certain of their domestic trade accounts receivables to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”).
This was due to the decrease in activity across our business in 2024 compared to 2023. Changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables are significant factors affecting operating cash flows and can be volatile in periods of increasing or decreasing activity levels.
This was due to the decrease in activity across our business in 2025 compared to 2024. Changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables are significant factors affecting operating cash flows and can be volatile in periods of increasing or decreasing activity levels.
Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our 2024 and 2023 cash flows below. ​ Operating Activities.
Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our 2025 and 2024 cash flows below. ​ Operating Activities.
See Part I, Item 1A.—Risk Factors— A downgrade in our credit rating could negatively impact our cost of and ability to access capital markets or other financing sources. ​ We had seven letter-of-credit facilities with various banks outstanding as of December 31, 2024.
See Part I, Item 1A.—Risk Factors— A downgrade in our credit rating could negatively impact our cost of and ability to access capital markets or other financing sources. ​ We had seven letter-of-credit facilities with various banks outstanding as of December 31, 2025.
Management considers an accounting estimate to be critical if: ​ ● it requires assumptions to be made that were uncertain at the time the estimate was made; and ​ ● changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated financial position or results of operations. ​ 46 Table of Contents For a summary of all our significant accounting policies, see Note 2—Summary of Significant Accounting Policies in Part II, Item 8.—Financial Statements and Supplementary Data. ​ Depreciation of Property, Plant and Equipment.
Management considers an accounting estimate to be critical if: ​ ● it requires assumptions to be made that were uncertain at the time the estimate was made; and ​ ● changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated financial position or results of operations. ​ For a summary of all our significant accounting policies, see Note 2—Summary of Significant Accounting Policies in Part II, Item 8.—Financial Statements and Supplementary Data. ​ Depreciation of Property, Plant and Equipment.
Accordingly, for the years ended December 31, 2024, 2023 and 2022, no significant changes have been made to the depreciation rates applied to property, plant and equipment, the underlying assumptions related to estimates of depreciation, or the methodology applied. However, certain events could occur that would materially affect our estimates and assumptions related to depreciation.
Accordingly, for the years ended December 31, 2025, 2024 and 2023, no significant changes have been made to the depreciation rates applied to property, plant and equipment, the underlying assumptions related to estimates of depreciation, or the methodology applied. However, certain events could occur that would materially affect our estimates and assumptions related to depreciation.
See further details at Note 3—Accounts Receivable Purchase and Sales Agreements. ​ 44 Table of Contents Other Indebtedness ​ See Note 9 — Debt, in Part II, Item 8.—Financial Statements and Supplementary Data, for further details about our financing arrangements, including our debt securities. ​ Future Cash Requirements ​ Our current cash and investments, projected cash flows from operations, proceeds from equity or debt issuances, the A/R Agreements and the facilities under our 2024 Credit Agreement are expected to adequately finance our purchase commitments, capital expenditures, acquisitions, scheduled debt service requirements, and all other expected cash requirements for at least the next 12 months.
See further details at Note 3—Accounts Receivable Purchase and Sales Agreements. ​ Other Indebtedness ​ See Note 9 — Debt, in Part II, Item 8.—Financial Statements and Supplementary Data, for further details about our financing arrangements, including our debt securities. ​ Future Cash Requirements ​ Our current cash and investments, projected cash flows from operations, proceeds from equity or debt issuances, the A/R Agreements and the facilities under our 2024 Credit Agreement are expected to adequately finance our purchase commitments, capital expenditures, acquisitions, scheduled debt service requirements, and all other expected cash requirements for at least the next 12 months.
We expect to remain in compliance with all covenants under the 2024 Credit Agreement during the twelve-month period following the date of this report based on our current operational and financial projections. However, we can make no assurance of continued compliance if our 43 Table of Contents current projections or material underlying assumptions prove to be incorrect.
We expect to remain in compliance with all covenants under the 2024 Credit Agreement during the twelve-month period following the date of this report based on our current operational and financial projections. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect.
Unforeseen changes in operations or technology could substantially alter management’s assumptions regarding our ability to realize the return on our investment in operating assets and therefore affect the useful lives and salvage values of our assets. ​ Impairment of Long-Lived Assets. As discussed above, the drilling and drilling services industries are very capital intensive.
Unforeseen changes in operations or technology could substantially alter management’s assumptions regarding our 43 Table of Contents ability to realize the return on our investment in operating assets and therefore affect the useful lives and salvage values of our assets. ​ Impairment of Long-Lived Assets. As discussed above, the drilling and drilling services industries are very capital intensive.
These loss estimates and accruals recorded in our financial statements for claims have historically been reasonable in light of the actual amount of claims paid. ​ Because the determination of our liability for self-insured claims is subject to significant management judgment and in certain instances is based on actuarially estimated and calculated amounts, and because such liabilities could be material in nature, management believes that accounting estimates related to self-insurance reserves are critical. ​ 48 Table of Contents During 2024, 2023 and 2022, no significant changes were made to the methodology used to estimate insurance reserves.
These loss estimates and accruals recorded in our financial statements for claims have historically been reasonable in light of the actual amount of claims paid. ​ Because the determination of our liability for self-insured claims is subject to significant management judgment and in certain instances is based on actuarially estimated and calculated amounts, and because such liabilities could be material in nature, management believes that accounting estimates related to self-insurance reserves are critical. ​ During 2025, 2024 and 2023, no significant changes were made to the methodology used to estimate insurance reserves.
We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. ​ Audit claims of approximately $122.3 million attributable to income tax have been assessed against us.
We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. ​ Audit claims of approximately $142.1 million attributable to income tax have been assessed against us.
Our offshore operations are also subject to the hazards of marine operations including capsizing, grounding, collision and other damage from hurricanes and heavy weather or sea conditions and unsound ocean bottom conditions.
Our offshore operations are also subject to the hazards of marine operations including capsizing, 44 Table of Contents grounding, collision and other damage from hurricanes and heavy weather or sea conditions and unsound ocean bottom conditions.
The maximum purchase commitment of the Purchasers under the A/R Agreements is $250.0 million and the amount of receivables purchased by the third-party Purchasers as of December 31, 2024 was $130.0 million. ​ The originators, Nabors Delaware, the SPE, and the Company provide representations, warranties, covenants and indemnities under the A/R Agreements and the Indemnification Guarantee.
The maximum purchase commitment of the Purchasers under the A/R Agreements is $250.0 million and the amount of receivables purchased by the third-party Purchasers as of December 31, 2025 was $137.0 million. ​ The originators, Nabors Delaware, the SPE, and the Company provide representations, warranties, covenants and indemnities under the A/R Agreements and the Indemnification Guarantee.
The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 10% or more of the respective principal amount of any of the 7.375% Senior Priority Guaranteed Notes due May 2027 or 7.50% Senior Guaranteed Notes due January 2028 or 50% or more of the principal amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such Indebtedness, then such 90 th day. ​ As of the date of this report, we were in compliance with all covenants under the 2024 Credit Agreement, including those regarding the required interest coverage ratio and minimum guarantor value, which were 4.40:1.00 and 99.79%, respectively, as of December 31, 2024.
The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 10% or more of the respective principal amount of any of the 7.50% Senior Guaranteed Notes due January 2028 or 50% or more of the principal amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such indebtedness, then such 90 th day. ​ As of the date of this report, we were in compliance with all covenants under the 2024 Credit Agreement, including those regarding the required interest coverage ratio and minimum guarantor value, which were 4.16:1.00 and 99.8%, respectively, as of December 31, 2025.
A reconciliation of adjusted operating income to net income (loss) from continuing operations before income taxes can be found in Note 17—Segment Information in Part II, Item 8.—Financial Statements and Supplementary Data. ​ 41 Table of Contents The following tables set forth certain information with respect to our reportable segments and rig activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase/(Decrease) ​ 2024 ​ 2023 ​ 2024 to 2023 ​ ​ (In thousands, except percentages and rig activity) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S.
A reconciliation of adjusted operating income to net income (loss) before income taxes can be found in Note 17—Segment Information in Part II, Item 8.—Financial Statements and Supplementary Data. ​ The following tables set forth certain information with respect to our reportable segments and rig activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ Increase/(Decrease) ​ ​ (In thousands, except percentages and rig activity) U.S.
The drilling and drilling services industries are very capital intensive. Property, plant and equipment represented 63% of our total assets as of December 31, 2024, and depreciation and amortization constituted 21% of our total costs and other deductions in 2024. ​ Depreciation for our primary operating assets, drilling rigs, is calculated based on the units-of-production method.
The drilling and drilling services industries are very capital intensive. Property, plant and equipment represented 61% of our total assets as of December 31, 2025, and depreciation and amortization constituted 24% of our total costs and other deductions in 2025. ​ Depreciation for our primary operating assets, drilling rigs, is calculated based on the units-of-production method.
In addition, securities analysts and investors use this measure as one of the metrics on which they analyze our performance. Adjusted operating income (loss) represents income (loss) before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), and other, net.
In addition, securities analysts and investors use this measure as one of the metrics on which they analyze our performance. Adjusted operating income (loss) represents income (loss) before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), gain on disposition of Quail Tools, gain on bargain purchase and other, net.
A sustained period of highly depressed oil and natural gas prices could have a significant effect on our customers’ capital expenditure spending and therefore our operations, cash flows and liquidity. ​ Purchase commitments outstanding on December 31, 2024 totaled approximately $323.8 million, primarily for rig-related enhancements, sustaining capital expenditures, operating expenses, and purchases of inventory. $323.6 million of the outstanding commitments are expected to be paid in 2025.
A sustained period of highly depressed oil and natural gas prices could have a significant effect on our customers’ capital expenditure spending and therefore our operations, cash flows and liquidity. ​ Purchase commitments outstanding on December 31, 2025 totaled approximately $410.7 million, primarily for rig-related enhancements, sustaining capital expenditures, operating expenses, and purchases of inventory. $371.4 million of the outstanding commitments are expected to be paid in 2026.
For purposes of earnings sensitivity analysis, if the December 31, 2024 reserves were adjusted by 10%, total costs and other deductions would change by $7.8 million, or 0.26%. ​ Fair Value of Assets Acquired and Liabilities Assumed .
For purposes of earnings sensitivity analysis, if the December 31, 2025 reserves were adjusted by 10%, total costs and other deductions would change by $7.2 million, or 0.27%. ​ Fair Value of Assets Acquired and Liabilities Assumed .
Availability under these facilities was as follows: ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ ​ (In thousands) Credit available ​ $ 303,667 Less: Letters of credit outstanding, inclusive of financial and performance guarantees ​ 129,523 Remaining availability ​ $ 174,144 ​ We are a holding company and therefore rely exclusively on repayments of interest and principal on intercompany loans that we have made to our operating subsidiaries and income from dividends and other cash flows from our operating subsidiaries.
Availability under these facilities was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ (In thousands) Credit available ​ $ 283,667 Less: Letters of credit outstanding, inclusive of financial and performance guarantees ​ 128,619 Remaining availability ​ $ 155,048 ​ We are a holding company and therefore rely exclusively on repayments of interest and principal on intercompany loans that we have made to our operating subsidiaries and income from dividends and other cash flows from our operating subsidiaries.
The level of our outstanding purchase commitments and our expected level of capital expenditures for 2024 represent a number of capital programs that are currently underway or planned. ​ As of December 31, 2024, we had approximately $2.5 billion of net book value of long-term debt outstanding with $2.5 billion in aggregate principal.
The level of our outstanding purchase commitments and our expected level of capital expenditures for 2026 represent a number of capital programs that are currently underway or planned. ​ As of December 31, 2025, we had approximately $2.5 billion of net book value of long-term debt outstanding with $2.5 billion in aggregate principal with $379.1 million in aggregate principal to be repaid in the next twelve months.
In some cases, these transactions may have an impact on overall rig demand, as the acquiring company may apply criteria that results in a different level of demand for drilling rigs than the previous two companies would have had on a stand-alone basis. ​ Since late 2022 and continuing through the fourth quarter of 2024, global energy commodity markets have experienced high levels of volatility.
In some cases, these transactions may have an impact on overall rig demand, as the acquiring company may apply criteria that results in a different level of demand for drilling rigs than the previous two companies would have had on a stand-alone basis. ​ Since late 2022 and continuing through the fourth quarter of 2025, global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics, and more recently, domestic policy changes.
Net cash provided by operating activities totaled $581.4 million during 2024, compared to net cash provided of $637.9 million during 2023. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) totaled $682.7 million during 2024, a decrease of $27.8 million when compared to $710.5 million in 2023.
Net cash provided by operating activities totaled $693.3 million during 2025, compared to net cash provided of $581.4 million during 2024. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) totaled $620.7 million during 2025, a decrease of $61.9 million when compared to $682.7 million in 2024.
Management believes the likelihood that we would be required to perform or otherwise incur any material losses associated with any of these guarantees is remote. ​ The following table summarizes the total maximum amount of financial guarantees issued by Nabors: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Amount ​ 2025 2026 2027 Thereafter Total ​ ​ (In thousands) Financial standby letters of credit and other financial surety instruments ​ $ 44,073 3,726 5,548 6,561 ​ $ 59,908 ​ ​ 45 Table of Contents Cash Flows ​ Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities.
Management believes the likelihood that we would be required to perform or otherwise incur any material losses associated with any of these guarantees is remote. ​ The following table summarizes the total maximum amount of financial guarantees issued by Nabors: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Amount ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ Thereafter ​ ​ ​ Total ​ ​ (In thousands) Financial standby letters of credit and other financial surety instruments ​ $ 42,243 20 4,785 2,456 ​ $ 49,504 ​ ​ Cash Flows ​ Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities.
Interest on the notes is payable on February 15 and August 15 of each year. The notes have a maturity date of August 15, 2031.
Interest on the notes is payable on May 15 and November 15 of each year. The notes have a maturity date of November 15, 2032.
Changes in working capital items used $101.2 million in cash flows during 2024 and used $72.6 million in cash flows during 2023. ​ Investing Activities. Net cash used for investing activities totaled $555.5 million during 2024 compared to net cash used of $570.4 million in 2023.
Changes in working capital items provided $72.5 million in cash flows during 2025 and used $101.2 million in cash flows during 2024. ​ Investing Activities. Net cash provided by investing activities totaled $97.1 million during 2025 compared to net cash used of $555.5 million in 2024.
During 2024, this loss was from $28.1 million in foreign currency losses, $14.9 million for losses on debt buybacks, $26.4 million from loss on sale of assets and $26.1 million from other than temporary impairment of securities. This loss was offset by $16.9 million of gain from mark-to-market gains related to the common share warrants.
In comparison, during 2024, the loss was from $28.1 million in foreign currency losses, $14.9 million for losses on debt buybacks, $26.4 million from loss on sale of assets and $26.1 million from other than temporary impairment of securities.
Our primary use of cash for investing activities is for capital expenditures related to rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During 2024 and 2023, we used cash for capital expenditures totaling $567.9 million and $540.9 million, respectively. We received $15.5 million in proceeds from sales of assets during 2024 compared to $14.1 million in 2023.
Our primary use of cash for investing activities is for capital expenditures related to rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During 2025 and 2024, we used cash for capital expenditures totaling $715.9 million and $567.9 million, respectively.
As of December 31, 2024, we had cash and short-term investments of $397.3 million and working capital of $427.6 million.
As of December 31, 2025, we had cash and short-term investments of $940.7 million and working capital of $558.6 million.
The decrease in tax expense was primarily attributable to tax expense of $11.8 million in 2023 related to an audit settlement, as well as changes in the amount and the geographic mix of our pre-tax earnings (losses) in the jurisdictions in which we operate. ​ Liquidity and Capital Resources ​ Financial Condition and Sources of Liquidity ​ Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations.
The increase in tax expense was primarily attributable to the Parker acquisition and sale of Quail Tools, as well as the change in amount and geographic mix of our pre-tax earnings (losses). ​ Liquidity and Capital Resources ​ Financial Condition and Sources of Liquidity ​ Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations.
On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year. ​ U.S.
On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year. ​ U.S. Drilling ​ Operating revenues decreased by $51.5 million or 5% in 2025 compared to 2024.
We have expected aggregate future interest payments of $894.5 million related to the outstanding debt with $193.3 million due in the next twelve months. See Note 9—Debt in Part II, Item 8.—Financial Statements and Supplementary Data for additional details. Our obligations for operating leases total $34.6 million with $8.6 million of the obligations coming due in the upcoming year.
We have expected aggregate future interest payments of $911.8 million related to the outstanding debt with $180.1 million due in the next twelve months. See Note 9—Debt in Part II, Item 8.—Financial Statements and Supplementary Data for 41 Table of Contents additional details.
Certain oil and gas companies may also intentionally limit their capital spending as they focus on generating returns to shareholders as opposed to maximizing hydrocarbon production. Additionally, there has recently been an increasing number of customer consolidations within the industry especially in the United States.
Certain oil and gas companies may also intentionally limit their capital spending as they focus on generating returns to shareholders as opposed to maximizing hydrocarbon production. Additionally, in recent years significant consolidation among oil and gas companies has taken place, especially in the United States.
This is reflective of increases in workforce costs, general operating costs and inflationary pressures as market conditions have changed. ​ Depreciation and amortization expense in 2024 was $633.4 million, representing a decrease of $11.9 million, or 2%, from 2023.
This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed. ​ Depreciation and amortization expense in 2025 was $649.2 million, representing an increase of $15.8 million, or 2%, from 2024.
For a more detailed description of operating results see Segment Results of Operations, below. ​ Net loss from continuing operations attributable to Nabors common shareholders totaled $176.1 million for 2024 ($22.37 loss per diluted share) compared to a net loss from continuing operations attributable to Nabors common shareholders of $11.8 million ($5.49 loss per diluted share) in 2023, or a $164.3 million increase in the net loss.
For a more detailed description of operating results see Segment Results of Operations, below. ​ Net income attributable to Nabors totaled $286.6 million for 2025 ($17.39 per diluted share) compared to a net loss attributable to Nabors of $176.1 million ($22.37 per diluted share) in 2024, or a $462.7 million increase in net income.
See “Forward-Looking Statements.” ​ Management Overview ​ We are a leading provider of advanced technology for the energy industry. With operations in over 15 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable energy production.
With operations in over 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable energy production.
The decrease is a result of a higher amount of older assets reaching the end of their useful lives. ​ Segment Results of Operations ​ During the years ended December 31, 2024 and 2023, our business consisted of four reportable segments: U.S.
The increase is a result of the additional assets obtained in the Parker acquisition. ​ Segment Results of Operations ​ During the years ended December 31, 2025 and 2024, our business consisted of four reportable segments: U.S.
In addition, interest expense increased by approximately $25.6 million due to increasing interest rates. See Segment Results of Operations and Other Financial Information below for additional discussion. ​ General and administrative expenses in 2024 totaled $249.3 million, representing an increase of $5.2 million, or 2% from 2023.
See Segment Results of Operations and Other Financial Information below for additional discussion. ​ 37 Table of Contents General and administrative expenses in 2025 totaled $304.6 million, representing an increase of $55.3 million, or 22% from 2024.
As of December 31, 2023, we had cash and short-term investments of $1.1 billion, which included proceeds from our offering of $650.0 million in aggregate principal of 9.125% senior priority guaranteed notes due 2030 that were used primarily to retire certain outstanding indebtedness during the first quarter of 2024 and working capital of $431.7 million. ​ At December 31, 2024, we had no borrowings outstanding and $51.6 million of letters of credit outstanding under the 2024 Credit Agreement, which has a total borrowing capacity of $350.0 million and a separate letter of credit tranche that permits us to issue letters of credit with total reimbursement obligations not to exceed $125.0 million.
As of December 31, 2024, we had cash and short-term investments of $397.3 million and working capital of $427.6 million. ​ At December 31, 2025, we had no borrowings outstanding and $69.8 million of letters of credit outstanding under the 2024 Credit Agreement, which has a total borrowing capacity of $350.0 million and a separate letter of credit tranche 39 Table of Contents that permits us to issue letters of credit with total reimbursement obligations not to exceed $125.0 million.
The increase was primarily due to an increase in our effective interest rate levels on our outstanding debt throughout 2024 as compared to 2023. ​ 42 Table of Contents Other, net ​ Other, net for the year ended December 31, 2024 was a loss of $106.8 million, compared to a gain of $0.7 million during 2023.
The increase was primarily due to an increase in our effective interest rate levels and an increase in our average outstanding debt balance throughout 2025 as compared to 2024. ​ Gain on disposition of Quail Tools ​ Gain on disposition of Quail Tools for the years ended December 31, 2025 and 2024 was $414.0 million and zero, respectively.
Most recently, on April 1, 2024, we entered into the Fourth Amendment to the A/R Purchase Agreement, which among other things, extended the term of the A/R Purchase Agreement to the earliest of (i) April 1, 2027 and (ii) the date that is ninety (90) calendar days prior to the occurrence of the maturity date under and as defined in the 2024 Credit Agreement. ​ The amount available for purchase under the A/R Agreements fluctuates over time based on the total amount of eligible receivables generated during the normal course of business after excluding excess concentrations and certain other ineligible receivables.
The Fifth Amendment to the A/R Purchase Agreement amends the agreement to make changes to reflect the joinder of the Additional Originators. ​ The amount available for purchase under the A/R Agreements fluctuates over time based on the total amount of eligible receivables generated during the normal course of business after excluding excess concentrations and certain other ineligible receivables.
Fair value is determined by calculating the expected sales price less any costs to sell. 47 Table of Contents ​ Income Taxes. We operate in a number of countries and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions.
For 2025, 2024 and 2023, no significant changes have been made to the methodology utilized to determine future cash flows. ​ Income Taxes. We operate in a number of countries and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions.
Cash in these trusts can only be used in connection to the business combination or winding down of the SPAC and is not available to us for general operations. ​ Other Matters ​ Recent Accounting Pronouncements ​ See Note 2—Summary of Significant Accounting Policies in Part II, Item 8.—Financial Statements and Supplementary Data. ​ Critical Accounting Estimates ​ The preparation of our financial statements in conformity with U.S.
During 2024, we received net proceeds of $539.0 million from issuance of long-term debt and repaid $1.2 billion of outstanding long-term debt. ​ Other Matters ​ Recent Accounting Pronouncements ​ See Note 2—Summary of Significant Accounting Policies in Part II, Item 8.—Financial Statements and Supplementary Data. ​ Critical Accounting Estimates ​ The preparation of our financial statements in conformity with U.S.
In comparison, during 2023, $54.7 million of the gain was from mark-to-market gains related to the common share warrants and $25.3 million was from gains on debt repurchases. The 2023 gain was offset by $37.3 million in foreign currency losses, $26.5 million for litigation reserves and $13.9 million from loss on sale of assets.
During 2025, this loss was from $26.5 million in asset impairments related to assets held in Russia, $19.9 million of transaction related costs, $24.6 million related to severance and reorganization costs, $15.5 million for losses on debt buybacks, and $15.2 million in other than temporary impairment of securities which was offset by $8.4 million of mark-to-market gains on the common share warrants and $46.9 million in gain on sales of assets.
Drilling ​ ​ ​ Operating revenues $ 1,028,122 ​ $ 1,207,629 ​ $ (179,507) (15) % Adjusted operating income (loss) (1) $ 176,281 ​ $ 262,353 ​ $ (86,072) (33) % Average rigs working (2) 75.1 ​ 86.3 ​ (11.2) (13) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 1,446,092 ​ $ 1,345,249 ​ $ 100,843 7 % Adjusted operating income (loss) (1) $ 107,858 ​ $ 40,868 ​ $ 66,990 164 % Average rigs working (2) 83.7 ​ 77.6 ​ 6.1 8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Drilling Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 314,071 ​ $ 301,757 ​ $ 12,314 4 % Adjusted operating income (loss) (1) $ 112,387 ​ $ 110,957 ​ $ 1,430 1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rig Technologies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 201,677 ​ $ 242,768 ​ $ (41,091) (17) % Adjusted operating income (loss) (1) $ 20,243 ​ $ 19,529 ​ $ 714 4 % (1) Adjusted operating income (loss) is our measure of segment profit and loss.
Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 976,644 ​ $ 1,028,122 ​ $ (51,478) ​ (5) % Adjusted operating income (loss) (1) ​ $ 131,372 ​ $ 176,281 ​ $ (44,909) ​ (25) % Average rigs working (2) ​ 69.9 ​ 75.1 ​ (5.2) ​ (7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 1,597,765 ​ $ 1,446,092 ​ $ 151,673 ​ 10 % Adjusted operating income (loss) (1) ​ $ 164,123 ​ $ 107,858 ​ $ 56,265 ​ 52 % Average rigs working (2) ​ 88.4 ​ 83.7 ​ 4.7 ​ 6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Drilling Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 513,283 ​ $ 314,071 ​ $ 199,212 ​ 63 % Adjusted operating income (loss) (1) ​ $ 167,282 ​ $ 112,387 ​ $ 54,895 49 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rig Technologies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 154,036 ​ $ 201,677 ​ $ (47,641) ​ (24) % Adjusted operating income (loss) (1) ​ $ 8,274 ​ $ 20,243 ​ $ (11,969) (59) % (1) Adjusted operating income (loss) is our measure of segment profit and loss.
The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions and receipt of required regulatory approvals. ​ 40 Table of Contents Financial Results ​ Comparison of the years ended December 31, 2024 and 2023 ​ Operating revenues in 2024 totaled $2.9 billion, representing a decrease of $75.9 million, or 3%, from 2023.
Nabors used the net proceeds to redeem all of its 7.375% senior priority guaranteed notes due May 2027. ​ Financial Results ​ Comparison of the years ended December 31, 2025 and 2024 ​ Operating revenues in 2025 totaled $3.2 billion, representing an increase of $254.6 million, or 9%, from 2024.
During 2024, we received net proceeds of $539.0 million from issuance of long-term debt and repaid $1.2 billion of outstanding long-term debt. ​ Net cash provided by financing activities totaled $592.6 million during 2023. During 2023, we received net proceeds of $881.7 million from issuance of long-term debt and repaid $298.5 million of outstanding long-term debt.
Net cash used for financing activities totaled $566.8 million during 2025. During 2025, we received net proceeds of $700.0 million from issuance of long-term debt, repaid $0.9 billion of outstanding long-term debt. Also, we made distributions of $342.4 million from the Trust Account to NETC II stockholders.
Internationally, we generally see an expansion of production capacity as well as the widespread development of unconventional resources driving an expected increase in oilfield activity broadly across those markets. ​ 39 Table of Contents Recent Developments ​ 2024 Credit Agreement ​ On June 17, 2024, Nabors Delaware amended and restated its’ credit agreement (the “2024 Credit Agreement”).
Natural gas prices, particularly in the United States, have generally increased, in part as demand increased as LNG export facilities ramped throughput. ​ U.S. oil and gas production has proved resilient in the face of reduced drilling activity aided by efficiency gains. ​ Internationally, we generally see an expansion of production capacity as well as the widespread development of unconventional resources driving an expected increase in oilfield activity broadly across those markets.
Removed
In the U.S., operators generally reacted to these market conditions by reducing their drilling activity. Recent production actions announced by certain large international oil producers have been supportive of both oil prices and oil-focused activity broadly, especially in international markets.
Added
See “Forward-Looking Statements.” ​ This section of this Form 10-K generally discusses fiscal 2025 and fiscal 2024 items and year-to-year comparisons between fiscal 2025 and fiscal 2024.
Removed
Natural gas prices, particularly in the United States, declined significantly through 2023 and into 2024, to levels which largely persisted into the fourth quarter of 2024 and which have caused operators to reduce natural gas directed activity. ​ In early 2023 economic sentiment was overshadowed by a pervasive concern that a global recession would take hold. The U.S.
Added
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year December 31, 2024, as filed with the SEC on February 13, 2025, which is available on the SEC’s website at www.sec.gov. ​ Management Overview ​ We are a leading provider of advanced technology for the energy industry.
Removed
Federal Reserve’s tightening of interest rates reduced capital availability in the U.S energy market. As these higher interest rates continued, rig counts in the U.S. Lower 48 continued to decline throughout the year. More recently, the U.S. Federal Reserve reduced interest rates. The impact of that decision should become evident in the coming quarters.
Added
In the U.S., operators generally reacted to these market conditions with caution by reducing their drilling activity – particularly in the natural gas basins. This trend appears to be shifting with the expectation for higher natural gas demand in the future.
Removed
Despite the reduction in rig count, rig pricing discipline remained intact, generally supportive of rig dayrates and daily rig margins. ​ U.S. oil and gas production has proved resilient throughout 2024 in the face of reduced drilling activity.
Added
Meanwhile, a number of operators in oil-driven basins, especially the Permian Basin, have reduced drilling activity as they have realized efficiency gains and achieved their production goals. ​ 36 Table of Contents Despite the reduction in overall rig count in the United States, pricing discipline for drilling rigs in this market remained intact, generally supporting rig dayrates and daily rig margins. ​ Oil prices have been impacted by recent production actions announced by certain large international oil producers.
Removed
Under the 2024 Credit Agreement, the lenders have committed to provide to Nabors Delaware up to $350.0 million in revolving loans, and the issuing banks have committed to provide a standalone letter of credit tranche that permits Nabors Delaware to issue reimbursement obligations under letters of credit in an aggregate principal amount not in excess of $125.0 million.
Added
In Saudi Arabia specifically, the operating rig fleet has begun to rebound following the activity suspensions in 2024 of a large number of rigs. ​ Recent Developments ​ Acquisition of Parker Drilling Company ​ On March 11, 2025, Nabors completed its merger with Parker Drilling Company (“Parker”) resulting in Parker becoming a wholly owned subsidiary of Nabors.
Removed
Letters of credit issued will not affect revolving loan capacity and vice versa. The 2024 Credit Agreement contains a $200.0 million uncommitted accordion feature that can be applied to increase the commitments under either the revolving loans or the letter of credit tranche, or both.
Added
Parker provides drilling services across global energy markets.
Removed
The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 10% or more of the respective principal amount of any of the 7.375% Senior Priority Guaranteed Notes due May 2027 or 7.50% Senior Guaranteed Notes due January 2028 or 50% or more of the principal amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such Indebtedness, then such 90 th day. ​ 8.875% Senior Guaranteed Notes due August 2031 ​ On July 22, 2024, Nabors issued $550.0 million in aggregate principal amount of 8.875% senior guaranteed notes, which are fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries.
Added
Total consideration for the acquisition included cash consideration of $0.6 million and the issuance of 4.8 million shares of our common stock, which based on the closing price of our common stock of $37.50 on March 11, 2025, valued the purchase price consideration of the transaction at approximately $180.6 million. ​ Sale of Quail Tools, LLC ​ On August 20, 2025, Nabors entered into a definitive agreement to sell Quail Tools to Superior Energy Services, Inc.
Removed
Nabors used the net proceeds, along with cash on hand, to redeem all of its 7.25% senior guaranteed notes due January 2026. ​ Acquisition of Parker Drilling Company ​ On October 14, 2024, we and certain subsidiaries of ours entered into a merger agreement (the “Merger Agreement”) to acquire Parker Drilling Company (“Parker”), pursuant to which, upon the terms and subject to the conditions set forth therein, we will acquire Parker for 4.8 million of our common shares, subject to a collar.
Added
Quail Tools was part of Nabors’ acquisition of Parker. Net consideration for the sale totals $625.0 million inclusive of a net working capital adjustment. Consideration comprised of cash of $375.0 million and a seller note of $250.0 million.
Removed
The precise number of shares to be issued to Parker stockholders will be determined based upon the volume weighted average price of Nabors common shares on the NYSE for the 15 trading days ending the fifth day before the closing of the merger (“Closing Price”) and, if that Closing Price is below $42.70, Parker stockholders will also receive a cash component for their shares of Parker stock.
Added
On October 9, 2025, Nabors received prepayment in full of the $250.0 million seller note, including accrued and unpaid interest. ​ 7.625% Senior Priority Guaranteed Notes due November 2032 ​ On November 10, 2025, Nabors issued $700.0 million in aggregate principal amount of 7.625% senior priority guaranteed notes, which are fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries.
Removed
If the volume weighted average price is above $99.62, the merger consideration will consist of the number of shares equal to $478,176,000 divided by the Closing Price. Parker provides drilling services across global energy markets. Through its Quail Tools subsidiary, Parker is the leading rental provider of high-performance downhole tubulars in the U.S. market.
Added
Adjusted operating income (loss) across our operating segments, increased by $54.3 million, or 13%. $113.7 million of the increase is due to the gain on bargain purchase related to the Parker acquisition and $414.0 million was due to the gain on the disposition of Quail Tools.
Removed
Internationally, Parker provides tubular rentals and repair services, with state-of-the-art facilities located in key geographies. Parker offers differentiated, casing and tubular running services in the U.S., the Middle East, Latin America, and Asia.
Added
These gains were partially offset by $26.5 million of asset impairments related to assets held in Russia, $24.6 million related to severance and reorganization costs and $19.9 million of transaction related costs.
Removed
Its portfolio also includes a fleet of 17 drilling rigs in the U.S. and international markets, as well as Operations & Maintenance services primarily in Canada and Alaska.
Added
Decreases in the Lower 48 land rig market for both average number of rigs working and dayrates, more than offset the incremental revenue from acquired Parker rig operations in the Alaska and U.S. Offshore markets. ​ International Drilling ​ Operating revenues increased by $151.7 million or 10% in 2025 compared to 2024.
Removed
Adjusted operating income (loss) across our operating segments, declined by $16.9 million, or 2%. A decline in U.S. activity was largely offset by increased activity in international markets, benefiting both our International Drilling and Drilling Solutions segments.
Added
Incremental revenue from acquired Parker rig operations in international markets and the contribution of recently deployed rigs in other international markets comprise the majority of the increase. 38 Table of Contents ​ Drilling Solutions ​ Operating revenues increased by $199.2 million or 63% in 2025 compared to 2024 . The increase in revenue is related to acquired Parker operations.
Removed
Approximately $78.0 million of the increase in net loss is attributable to lower mark-to-market gains related to the common share warrants, which decreased from $54.7 million in 2023 to $16.9 million in 2024, and the impact from gains or losses from debt repurchases, which resulted in a gain of $25.3 million in 2023 and losses of $14.9 million in 2024.
Added
The gain on disposition of Quail Tools was related to the sale of Quail Tools in the third quarter of 2025. ​ Gain on bargain purchase ​ Gain on bargain purchase for the years ended December 31, 2025 and 2024 was $113.7 million and zero, respectively.
Removed
Drilling ​ Operating revenues decreased by $179.5 million or 15% in 2024 compared to 2023 primarily due to a decrease in activity as reflected by an 13% decrease in the average number of rigs working, while pricing remained stable. ​ International Drilling ​ Operating revenues increased by $100.8 million or 7% in 2024 compared to 2023.
Added
The gain on bargain purchase was related to the Parker acquisition in the first quarter of 2025. ​ Other, net ​ Other, net for the year ended December 31, 2025 was a loss of $65.8 million, compared to a loss of $106.8 million during 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−0 removed11 unchanged
Biggest changeThe carrying and fair values of these liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2024 2023 ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ Carrying ​ Fair ​ Interest ​ Carrying ​ Fair ​ ​ Rate ​ Value ​ Value ​ Rate ​ Value ​ Value ​ (In thousands) 0.75% senior exchangeable notes due January 2024 — % $ — ​ $ — 0.84 % $ 155,529 ​ $ 154,989 5.75% senior notes due February 2025 ​ — % — ​ — 5.97 % 474,092 ​ 474,120 7.25% senior guaranteed notes due January 2026 ​ — % — ​ — 7.53 % 555,902 ​ 535,328 7.375% senior priority guaranteed notes due May 2027 ​ 7.74 % 700,000 ​ 699,916 7.72 % 700,000 ​ 687,526 7.50% senior guaranteed notes due January 2028 ​ 7.70 % 389,609 ​ 362,823 7.69 % 389,609 ​ 334,090 1.75% senior exchangeable notes due June 2029 2.27 % 250,000 ​ 179,548 2.26 % 250,000 ​ 185,383 9.125% senior priority guaranteed notes due January 2030 9.40 % 650,000 ​ 661,401 9.40 % 650,000 ​ 656,871 8.875% senior guaranteed notes due August 2031 9.12 % 550,000 ​ 511,104 — % — ​ — ​ ​ ​ ​ $ 2,539,609 ​ $ 2,414,792 ​ ​ ​ $ 3,175,132 ​ $ 3,028,307 Less: current portion ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ 629,621 ​ ​ ​ Less: deferred financing costs ​ ​ ​ ​ 34,392 ​ ​ ​ ​ ​ ​ ​ 33,992 ​ ​ ​ ​ ​ ​ ​ $ 2,505,217 ​ ​ ​ ​ ​ ​ $ 2,511,519 ​ ​ ​ ​ The fair values of our cash equivalents, trade receivables and trade payables approximate their carrying values due to the short-term nature of these instruments.
Biggest changeThe carrying and fair values of these liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ Carrying ​ Fair ​ Interest ​ Carrying ​ Fair ​ ​ Rate ​ Value ​ Value ​ Rate ​ Value ​ Value ​ (In thousands) 7.375% senior priority guaranteed notes due May 2027 ​ 7.04 % $ — ​ $ — 7.74 % $ 700,000 ​ $ 699,916 7.50% senior guaranteed notes due January 2028 ​ 7.82 % 379,146 ​ 379,491 7.70 % 389,609 ​ 362,823 1.75% senior exchangeable notes due June 2029 2.27 % 250,000 ​ 202,868 2.27 % 250,000 ​ 179,548 9.125% senior priority guaranteed notes due January 2030 9.40 % 650,000 ​ 683,293 9.40 % 650,000 ​ 661,401 8.875% senior guaranteed notes due August 2031 9.12 % 550,000 ​ 533,638 9.12 % 550,000 ​ 511,104 7.625% senior priority guaranteed notes due November 2032 7.88 % 700,000 ​ 687,890 — % ​ — ​ ​ — ​ ​ ​ ​ $ 2,529,146 ​ $ 2,487,180 ​ ​ ​ $ 2,539,609 ​ $ 2,414,792 Less: current portion ​ ​ ​ ​ 377,492 ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ Less: deferred financing costs ​ ​ ​ ​ 34,467 ​ ​ ​ ​ ​ ​ ​ 34,392 ​ ​ ​ ​ ​ ​ ​ $ 2,117,187 ​ ​ ​ ​ ​ ​ $ 2,505,217 ​ ​ ​ ​ The fair values of our cash equivalents, trade receivables and trade payables approximate their carrying values due to the short-term nature of these instruments.
Our financial instruments that are potentially sensitive to changes in interest rates include our floating rate debt instruments (our 2024 Credit Agreement), our fixed rate debt securities comprised of our 1.75% senior exchangeable notes; 7.50% and 8.875% senior guaranteed notes; 7.375% and 9.125% senior priority guaranteed notes; our investments in debt securities (including corporate and mortgage-CMO debt securities); and our investments in overseas funds that invest primarily in a variety of public and private U.S. and non-U.S. securities (including asset-backed and mortgage-backed securities, global structured-asset securitizations, whole-loan mortgages and participations in whole loans and whole-loan mortgages), which are classified as long-term investments. ​ We may utilize derivative financial instruments that are intended to manage our exposure to interest rate risks.
Our financial instruments that are potentially sensitive to changes in interest rates include our floating rate debt instruments (our 2024 Credit Agreement), our fixed rate debt securities comprised of our 1.75% senior exchangeable notes; 7.50% and 8.875% senior guaranteed notes; 7.625% and 9.125% senior priority guaranteed notes; our investments in debt securities (including corporate and mortgage-CMO debt securities); and our investments in overseas funds that invest primarily in a variety of public and private U.S. and non-U.S. securities (including asset-backed and mortgage-backed securities, global structured-asset securitizations, whole-loan mortgages and participations in whole loans and whole-loan mortgages), which are classified as long-term investments. ​ We may utilize derivative financial instruments that are intended to manage our exposure to interest rate risks.
GAAP, which is defined as cumulative inflation rates exceeding 100% in the most recent three-year period based on inflation data published by the respective governments. ​ At various times, we utilize local currency borrowings (foreign currency denominated debt), the payment structure of customer contracts and foreign exchange contracts to selectively hedge our exposure to exchange rate fluctuations in connection with monetary assets, liabilities, cash flows and commitments denominated in certain foreign currencies.
GAAP, which is defined as cumulative inflation rates exceeding 100% in the most recent three-year period based on inflation data published by the respective governments. 45 Table of Contents ​ At various times, we utilize local currency borrowings (foreign currency denominated debt), the payment structure of customer contracts and foreign exchange contracts to selectively hedge our exposure to exchange rate fluctuations in connection with monetary assets, liabilities, cash flows and commitments denominated in certain foreign currencies.
Our warrants are carried at fair market value. ​ Our investments in debt securities and a portion of our long-term investments are sensitive to changes in interest rates. Additionally, our investment portfolio of debt and equity securities, which are carried at fair value, exposes us to price risk. ​ 50 Table of Contents
Our warrants are carried at fair market value. ​ Our investments in debt securities and a portion of our long-term investments are sensitive to changes in interest rates. Additionally, our investment portfolio of debt and equity securities, which are carried at fair value, exposes us to price risk. ​ 47 Table of Contents
We do occasionally require prepayment of amounts from customers whose creditworthiness is in question prior to providing services to them. We maintain reserves for potential credit losses, and these losses historically have been within management’s expectations. ​ 49 Table of Contents Interest Rate and Marketable and Non-marketable Security Price Risk.
We do occasionally require prepayment of amounts from customers whose creditworthiness is in question prior to providing services to them. We maintain reserves for potential credit losses, and these losses historically have been within management’s expectations. ​ Interest Rate and Marketable and Non-marketable Security Price Risk.
A hypothetical 10% increase in the value of our foreign currencies relative to the U.S. dollar as of December 31, 2024 would result in a $5.1 million increase in the fair value of our net monetary liabilities denominated in currencies other than U.S. dollars. ​ Credit Risk.
A hypothetical 10% increase in the value of our foreign currencies relative to the U.S. dollar as of December 31, 2025 would result in a $2.5 million increase in the fair value of our net monetary liabilities denominated in currencies other than U.S. dollars. ​ Credit Risk.
We try to manage market risk associated with interest-rate contracts by establishing and monitoring parameters that limit the type and degree of market risk that we undertake. ​ Fair Value of Financial Instruments. The fair value of our fixed rate long-term debt and revolving credit facilities is estimated based on quoted market prices or prices quoted from third-party financial institutions.
The fair value of our fixed rate long-term debt and revolving credit facilities is estimated based on quoted market prices or prices quoted from third-party financial institutions.
Added
We try to manage market risk associated with interest-rate contracts by establishing and monitoring parameters that limit the type and degree of market risk that we undertake. ​ 46 Table of Contents Fair Value of Financial Instruments.

Other NBR 10-K year-over-year comparisons