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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 4, 2025
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
| Bermuda |
|
001-32657 |
|
98-0363970 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Crown House
4 Par-la-Ville Road
Second Floor
Hamilton, HM08 Bermuda |
|
N/A |
| (Address of principal executive offices) |
|
(Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which
registered |
| Common shares |
|
NBR |
|
NYSE |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
On September 4, 2025, Nabors Industries, Inc. (“Nabors
Delaware”), a wholly owned subsidiary of Nabors Industries Ltd. (the “Company”), and the Company entered into the first
amendment (the “First Amendment”) to its amended and restated credit agreement dated June 17, 2024 (“A&R Credit
Agreement” and, as amended by the First Amendment, the “Credit Agreement”), among themselves, the other guarantors from
time to time party thereto, the revolving lenders, the letter of credit facility participants, the issuing banks and other lenders party
thereto and Citibank, N.A., as administrative agent.
The First Amendment revised the restricted payments covenant to permit
Nabors Delaware to repurchase up to $100.0 million of equity of either Nabors Delaware or any parent entity in any fiscal year. Usage
of this provision will reduce Nabors Delaware’s ability to make dividends on a dollar-for-dollar basis; any dividends distributed
by Nabors Delaware will likewise reduce Nabors Delaware’s ability to make buybacks of equity on a dollar-for-dollar basis.
The other provisions of the A&R Credit Agreement remain unchanged.
A copy of the First Amendment, which is filed as an exhibit to this
Form 8-K as Exhibit 10.1, is incorporated herein by reference and should be read in its entirety for a complete description
of its provisions. The summary in this report is qualified in its entirety by the text of such provisions.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this
Current Report on Form 8-K is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Amended & Restated Credit Agreement, dated as of September 4, 2025, among Nabors Industries, Inc., as Borrower, Nabors Industries Ltd., as Holdings, the other Guarantors from time to time party thereto, the Issuing Banks and other Lenders party thereto and Citibank, N.A., as Administrative Agent. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
NABORS INDUSTRIES LTD. |
| |
|
|
| Date: September 4, 2025 |
By: |
/s/ Mark D. Andrews |
| |
|
Name: Mark D. Andrews |
| |
|
Title: Corporate Secretary |
