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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):
July 23, 2026
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 July 23, 2026, Nabors Industries, Inc. (“Nabors
Delaware”), a wholly owned subsidiary of Nabors Industries Ltd. (the “Company”), and the Company entered into a waiver
dated as of the date hereof (the “Waiver”) by and among themselves, Citibank, N.A., as administrative agent and the lenders
party thereto, to the amended and restated credit agreement, dated June 17, 2024, among Nabors Delaware, the Company, 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 (as amended, restated, supplemented or otherwise modified prior to the date
hereof, the “A&R Credit Agreement”).
The Waiver waives any restrictions imposed by
the A&R Credit Agreement on the ability of Nabors Delaware to optionally redeem up to $100.0 million in aggregate principal amount
of Nabors Delaware’s 9.125% senior priority guaranteed notes due 2030 (the “Partial Redemption”). The Partial Redemption
is expected to take place on August 12, 2026.
A copy of the Waiver, 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 |
|
Waiver
to A&R Credit Agreement, dated as of July 23, 2026, among Nabors Industries, Inc., as Borrower, Nabors Industries Ltd., as Holdings,
Citibank, N.A., as Administrative Agent, and the lenders party thereto. |
| |
|
|
| 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: July 29, 2026 |
By: |
/s/
Mark D. Andrews |
| |
|
Name: Mark D. Andrews |
| |
|
Title: Vice President &
Corporate Secretary |