Nabors Industries (NYSE: NBR) adds $100M annual equity buyback capacity

Rhea-AI Filing Summary

Nabors Industries Ltd. disclosed that its subsidiary Nabors Industries, Inc. entered into a first amendment to its amended and restated credit agreement. The change revises the restricted payments covenant to allow Nabors Delaware to repurchase up to $100 million of its own or parent equity in any fiscal year.

Any use of this new buyback capacity will reduce, dollar-for-dollar, the subsidiary’s ability to pay dividends, and dividends will similarly reduce room for equity repurchases. All other terms of the existing credit agreement remain unchanged.

Insights

Credit & capital structure analyst

Amended credit terms add up to $100.0 million yearly buyback capacity, offset against dividends.

Nabors Industries Ltd., through Nabors Industries, Inc., amended its existing credit agreement to revise the restricted payments covenant. The change permits equity repurchases of up to $100.0 million per fiscal year in equity of Nabors Delaware or a parent entity, while leaving all other provisions unchanged.

The amendment creates an explicit trade-off: every dollar used for buybacks reduces dividend capacity by a dollar, and dividends similarly reduce room for repurchases. This keeps overall restricted payments within existing lender protections while giving management a structured choice between dividends and buybacks.

The practical effect depends on future capital allocation decisions within this framework. Subsequent company disclosures on actual buybacks or dividends under the revised covenant will clarify how actively this new flexibility is used.

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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

FAQ

What did Nabors Industries Ltd. (NBR) change in its credit agreement?

Nabors Industries Ltd. amended its existing credit agreement to revise the restricted payments covenant. The change allows its subsidiary, Nabors Delaware, to conduct equity repurchases within specified limits while keeping all other credit agreement provisions the same.

How much equity can Nabors Delaware repurchase under the new amendment?

The amendment permits Nabors Delaware to repurchase up to $100 million of equity per fiscal year. These repurchases can involve equity of Nabors Delaware or any parent entity, within the confines of the revised restricted payments covenant.

How does the amendment affect dividends at Nabors Industries (NBR)?

The amendment creates a dollar-for-dollar trade-off between dividends and buybacks. Any amount Nabors Delaware spends on equity repurchases reduces its capacity to pay dividends, and any dividends paid reduce its ability to conduct further equity buybacks.

Did Nabors Industries change any other terms of the credit agreement?

No, the amendment only revises the restricted payments covenant related to equity repurchases and dividends. The company states that all other provisions of the amended and restated credit agreement remain unchanged following this first amendment.

Does Nabors Industries receive new financing from this amendment?

The amendment does not describe new borrowing capacity. It specifically adjusts the restricted payments covenant to define how much equity Nabors Delaware can repurchase annually and how those repurchases interact with dividend payments under the existing credit facility.

Where can investors find the full terms of Nabors’ amended credit agreement?

Investors can review the complete terms in Amendment No. 1 to the Amended & Restated Credit Agreement, filed as Exhibit 10.1. Nabors Industries Ltd. incorporates this exhibit by reference in the Form 8-K detailing the covenant change.