Nabors Industries (NBR) CEO Petrello reports stock donation and new TSR grant

Rhea-AI Filing Summary

Nabors Industries Ltd. reported multiple equity transactions by Chairman, President & CEO and Director Anthony G. Petrello. On December 31, 2025, he donated 18,000 shares of common stock to a charitable foundation where he has shared voting and dispositive power, and separately forfeited 17,843 total shareholder return (TSR) shares from a January 1, 2023 grant based on the company’s relative TSR performance over a three-year period.

On January 1, 2026, several performance-based restricted stock unit awards vested, converting into common shares on a 1‑for‑1 basis. Shares were both acquired and surrendered on that date, with share surrenders at $54.3 per share to cover tax withholding, and Mr. Petrello retained vested performance shares from the 2023, 2024 and 2025 grants. He also received a new TSR award of 48,621 shares, representing the maximum that may be earned for the performance period from January 1, 2026 to December 31, 2028, with the actual number vesting ranging from zero up to that amount based on future performance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PETRELLO ANTHONY G

(Last) (First) (Middle)

C/O NABORS CORPORATE SERVICES, INC.

515 WEST GREENS ROAD

(Street)

HOUSTON TX 77067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NABORS INDUSTRIES LTD [ NBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN, PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		G(1)		18,000(1)	D	$0	294,793	I	Trust
Common Stock	12/31/2025		D(2)		17,843(2)	D	$0	74,426	D
Common Stock	01/01/2026		M(3)		5,016(3)	A	$0	79,442	D
Common Stock	01/01/2026		F(4)		1,974(4)	D	$54.3	77,468	D
Common Stock	01/01/2026		M(5)		13,980(5)	A	$0	91,448	D
Common Stock	01/01/2026		F(6)		5,502(6)	D	$54.3	85,946	D
Common Stock	01/01/2026		M(7)		19,098(7)	A	$0	105,044	D
Common Stock	01/01/2026		F(8)		7,693(8)	D	$54.3	97,351	D
Common Stock	01/01/2026		M(9)		16,420(9)	A	$0	113,771	D
Common Stock	01/01/2026		F(10)		6,462(10)	D	$54.3	107,309	D
Common Stock	01/01/2026		A(11)		48,621(11)	A	$0	155,930	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2021 Warrants	$166.6666							06/11/2021	06/11/2026	Common Stock	4,470		4,470	D
2021 Warrants	$166.6666							06/11/2021	06/11/2026	Common Stock	170,649		170,649	I	Trust
2023 Performance Share Units	(12)	01/01/2026		M(3)			5,016(3)	(12)	(12)	Common Stock	5,016	$0	0	D
2024 Performance Share Units	(12)	01/01/2026		M(5)			13,980(5)	(12)	(12)	Common Stock	13,980	$0	13,981	D
2025 Performance Share Units	(12)	01/01/2026		A(13)		57,293(13)		(12)	(12)	Common Stock	57,293	$0	57,293	D
2025 Performance Share Units	(12)	01/01/2026		M(7)			19,098(7)	(12)	(12)	Common Stock	19,098	$0	38,195	D
2023 Long Term Performance Share Units	(12)	01/01/2026		A(14)		16,420(14)		(12)	(12)	Common Stock	16,420	$0	16,420	D
2023 Long Term Performance Share Units	(12)	01/01/2026		M(9)			16,420(9)	(12)	(12)	Common Stock	16,420	$0	0	D

Explanation of Responses:

1. These shares were donated to a charitable foundation for which Mr. Petrello has shared voting and dispositive power. Mr. Petrello disclaims beneficial ownership of the shares held by the charitable foundation.

2. Represents the number of TSR shares forfeited on December 31, 2025, out of a total of 17,843 TSR shares originally granted to Mr. Petrello on January 1, 2023, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025, as determined on December 31, 2025, by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee").

3. Reflects the number of shares vesting on January 1, 2026 in respect of the 15,048 earned and vested Performance restricted stock units originally granted on January 1, 2023.

4. Reflects the number of shares surrendered on January 1, 2026 to satisfy the tax withholding on the vesting and issuance of 5,016 shares of the 15,048 Performance restricted stock units originally granted on January 1, 2023. The remaining 3,042 vested performance shares were retained by Mr. Petrello.

5. Reflects the number of shares vesting on January 1, 2026 in respect of the 41,942 earned and vested Performance restricted stock units originally granted on January 1, 2024.

6. Reflects the number of shares surrendered on January 1, 2026 to satisfy the tax withholding on the vesting and issuance of 13,980 shares of the 41,942 Performance restricted stock units originally granted on January 1, 2024. The remaining 8,478 vested performance shares were retained by Mr. Petrello.

7. Reflects the number of shares vesting on January 1, 2026 in respect of the 57,293 earned and vested Performance restricted stock units originally granted on January 1, 2025.

8. Reflects the number of shares surrendered on January 1, 2026 to satisfy the tax withholding on the vesting and issuance of 19,098 shares of the 57,293 Performance restricted stock units originally granted on January 1, 2025. The remaining 11,405 vested performance shares were retained by Mr. Petrello.

9. Represents the aggregate number of Long Term 2023 Performance restricted stock units originally granted on May 18, 2023, the vesting of which was subject to the achievement of certain ROIC performance criteria, that have been earned as a result of the achievement of the applicable performance criteria. All of such shares have fully vested as of January 1, 2026.

10. Reflects the number of shares surrendered on January 1, 2026 to satisfy the tax withholding on the vesting and issuance of 16,420 shares of the 2023 Long Term Performance restricted stock units originally granted on May 18, 2023. The remaining 9,958 vested performance shares were retained by Mr. Petrello.

11. Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2026 to December 31, 2028) based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated.

12. Performance restricted stock units convert into common shares on a 1-for-1 basis.

13. These Performance restricted stock units were earned by Mr. Petrello pursuant to his employment agreement based on the achievement of certain objectives for the year 2025, as determined on December 31, 2025, by the Compensation Committee. 191.78% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Petrello's employment agreement were determined to have been earned. The number reported above reflects the number of earned performance restricted stock units that are payable in share-settled restricted stock units. The remaining 52,578 performance restricted stock units were settled in cash pursuant to the terms of the applicable award agreement. The Performance restricted stock units that settle in shares are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of grant, January 1, 2026.

14. On May 18, 2023, the Reporting Person was granted Performance restricted stock units, the vesting of which is subject to the achievement of certain ROIC performance criteria during the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. The number of shares reported in this line item represents the number of Performance restricted stock units that were earned as a result of the achievement of such performance criteria.

	/s/ Mark D. Andrews by Power of Attorney for Anthony G. Petrello	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Nabors Industries (NBR) report for Anthony G. Petrello?

The company reported that Anthony G. Petrello, its Chairman, President & CEO and Director, donated 18,000 common shares to a charitable foundation, forfeited 17,843 TSR shares from a 2023 grant based on performance, and had multiple performance share units vest and convert into common stock on January 1, 2026, with some shares surrendered to cover taxes.

How many Nabors Industries (NBR) shares did Anthony G. Petrello donate and to whom?

He donated 18,000 shares of common stock to a charitable foundation for which he has shared voting and dispositive power, and he disclaims beneficial ownership of the shares held by that foundation.

What performance-based awards vested for Anthony G. Petrello at Nabors Industries (NBR)?

On January 1, 2026, portions of his 2023, 2024 and 2025 Performance restricted stock units and 2023 Long Term Performance restricted stock units vested. These units convert into common stock on a 1‑for‑1 basis, with some shares surrendered to satisfy tax withholding and the remaining vested shares retained.

What new TSR award did Anthony G. Petrello receive from Nabors Industries (NBR)?

He received an award of 48,621 TSR shares that will only vest at the end of a three‑year performance period from January 1, 2026 to December 31, 2028. This represents 200% of the target number, and the actual shares that may vest can range from zero up to 48,621 based on the company’s relative total shareholder return versus a peer group.

How were Anthony G. Petrello’s 2025 performance share units determined at Nabors Industries (NBR)?

According to his employment agreement, 57,293 Performance restricted stock units for 2025 were earned based on the achievement of specified objectives, as determined on December 31, 2025 by the Compensation Committee. 191.78% of the target number was earned, with 57,293 units payable in share‑settled restricted stock units and the remaining 52,578 units settled in cash.

What happened to the 2023 Long Term Performance share units for Anthony G. Petrello at Nabors Industries (NBR)?

For the 2023 Long Term Performance restricted stock units granted on May 18, 2023, the number earned was based on achieving ROIC performance criteria over the period from January 1, 2023 to December 31, 2025. All earned shares had fully vested as of January 1, 2026, with some shares surrendered to cover tax withholding and the remaining vested shares retained.