NBR: CFO William Restrepo retirement triggers TSR/PSU vesting on 09/30/2025

Rhea-AI Filing Summary

William J. Restrepo, Chief Financial Officer of Nabors Industries Ltd (NBR), retired on 09/30/2025. Under his employment agreement, all unvested TSR shares and performance stock units (PSUs) vested on his retirement date. Several vested awards were settled by surrendering shares to satisfy tax withholding while the remainder were retained.

The filing shows dispositions of 4,013, 7,074, and 9,662 common shares (each at $40.87) to cover tax obligations, and vested PSU conversions totaling 12,773 PSUs that resulted in share issuances with partial withholding. The reporting person continues to directly own common shares and warrants, including 44,212 common shares underlying 2021 warrants reported as owned.

Positive

• Contractual protection: Retirement provisions led to full vesting of unvested TSRs and PSUs on 09/30/2025
• Retained vested shares: After tax-related surrenders, the executive kept material portions of vested TSRs and PSUs (e.g., 6,183, 10,901, 14,892 retained from respective grants)
• Clear reporting: Form 4 transparently discloses share surrenders and post-transaction beneficial ownership

Negative

• Share dilution/transfer: Immediate vesting and subsequent issuances increased shares outstanding and changed insider holdings on 09/30/2025
• Tax-withholding sales: Multiple share surrenders (e.g., 4,013, 7,074, 9,662) reduced the reporting person's direct holdings at market price $40.87
• Executive departure: CFO retirement creates leadership transition that may have governance or operational impact until a successor is announced

Insights

Corporate Governance Expert

Retirement triggered accelerated vesting under contractual terms, causing immediate equity transfers.

The filing documents that Mr. Restrepo retired on 09/30/2025, and his employment agreement provided for full vesting of unvested TSR shares and PSUs upon a qualifying retirement. This is a contractual change in equity status rather than a discretionary board action.

The primary dependency is the employment agreement language that caused vesting; observe near-term effects on outstanding shares and insider holdings as tax-withholding share surrenders were executed on the same date.

Compensation Analyst

Significant vesting produced share issuances and surrender-for-tax events, modestly reducing post-transaction holdings.

The disclosure shows surrendered shares of 4,013, 7,074, and 9,662 at $40.87 to satisfy withholding on vested TSR awards, and surrender of 1,075 and 11,698 PSU-related shares for taxes. Remaining vested shares from each grant were retained by the executive.

Monitor any SEC filings or issuer releases that update total outstanding share count or aggregation of executive ownership, since these vestings and settlements change the insider's direct holdings immediately after 09/30/2025.

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

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X

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^*

Restrepo William J

(Last) (First) (Middle)

C/O NABORS CORPORATE SERVICES, INC.

515 W. GREENS RD., SUITE 1200

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		F(1)(2)		4,013(1)(2)	D	$40.87	120,320	D
Common Stock	09/30/2025		F(1)(3)		7,074(1)(3)	D	$40.87	113,246	D
Common Stock	09/30/2025		F(1)(4)		9,662(1)(4)	D	$40.87	103,584	D
Common Stock	09/30/2025		M(5)(6)		1,075(5)(6)	A	$0	104,659	D
Common Stock	09/30/2025		F(5)(7)		424(5)(7)	D	$40.87	104,235	D
Common Stock	09/30/2025		M(5)(8)		11,698(5)(8)	A	$0	115,933	D
Common Stock	09/30/2025		F(5)(9)		4,604(5)(9)	D	$40.87	111,329	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	44,212		44,212	D
2023 Performance Share Units	(10)	09/30/2025		M(5)(6)			1,075(5)(6)	(10)	(10)	Common Stock	1,075	$0	0	D
2024 Performance Share Units	(10)	09/30/2025		M(5)(8)			11,698(5)(8)	(10)	(10)	Common Stock	11,698	$0	0	D

Explanation of Responses:

1. Mr. Restrepo retired on September 30, 2025. Pursuant to the Executive's employment agreement, upon a qualifying retirement, all unvested TSR Shares held by the reporting person vested in full on the retirement date.

2. Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting of 10,196 TSR shares deemed earned at maximum out of a total of 10,196 shares originally granted to Mr. Restrepo on January 1, 2023, for the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025, as determined on September 30, 2025 by the Compensation Committee in connection with Mr. Restrepo's retirement entitlement pursuant to his employment agreement. The remaining 6,183 deemed earned and vested shares were retained by the executive.

3. Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting of 17,975 TSR shares deemed earned at maximum out of a total of 17,975 shares originally granted to Mr. Restrepo on January 1, 2024, for the three-year performance period beginning on January 1, 2024 and ending on December 31, 2026, as determined on September 30, 2025 by the Compensation Committee in connection with Mr. Restrepo's retirement entitlement pursuant to his employment agreement. The remaining 10,901 deemed earned and vested shares were retained by the executive.

4. Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting of 24,554 TSR shares deemed earned at maximum out of a total of 24,554 shares originally granted to Mr. Restrepo on January 1, 2025, for the three-year performance period beginning on January 1, 2025 and ending on December 31, 2027, as determined on September 30, 2025 by the Compensation Committee in connection with Mr. Restrepo's retirement entitlement pursuant to his employment agreement. The remaining 14,892 deemed earned and vested shares were retained by the executive.

5. Mr. Restrepo retired on September 30, 2025. Pursuant to the Executive's employment agreement, upon a qualifying retirement, all unvested performance stock units ("PSUs") held by the reporting person vested in full on the retirement date.

6. Reflects the vesting of 1,075 PSUs on September 30, 2025 in connection with Mr. Restrepo's retirement in accordance with his employment agreement, which represents the number of PSUs that were earned in respect of the 3,225 PSUs originally granted on January 1, 2023, which 1,075 PSUs remained subject to time-vesting requirements

7. Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting and issuance of 1,075 shares of the 3,225 PSUs originally granted on January 1, 2023. The remaining 651 vested shares were retained by the executive.

8. Reflects the vesting of 11,698 PSUs on September 30, 2025 in connection with Mr. Restrepo's retirement in accordance with his employment agreement, which represents the number of PSUs that were earned in respect of the 17,547 PSUs originally granted on January 1, 2024, which 11,698 PSUs remained subject to time-vesting requirements.

9. Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting and issuance of 11,698 shares of the 17,547 PSUs originally granted on January 1, 2024. The remaining 7,094 vested shares were retained by the executive.

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

	/s/ Mark D. Andrews by Power of Attorney for William Restrepo	10/02/2025
	** Signature of Reporting Person	Date
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FAQ

What happened in the Nabors (NBR) Form 4 filed for William J. Restrepo?

The filing reports Mr. Restrepo's retirement on 09/30/2025, triggering full vesting of unvested TSR shares and PSUs per his employment agreement, with some vested shares surrendered to cover tax withholding.

How many shares were surrendered to satisfy tax withholding on 09/30/2025?

The Form 4 lists share surrenders of 4,013, 7,074, 9,662, 424, and 4,604 across various awards to cover tax obligations.

Did any performance awards remain retained by the executive after vesting?

Yes. For example, following vesting and withholding the executive retained 6,183, 10,901, and 14,892 shares from separate TSR grants as disclosed.

Are there derivative holdings reported in the Form 4?

Yes. The filing shows 44,212 common shares underlying 2021 warrants are reported as beneficially owned following the transactions.

Were any cash proceeds reported from the transactions?

No cash proceeds are listed; the surrendered shares were reported at a price of $40.87 where applicable to satisfy tax withholding, and certain PSU conversions were recorded at $0 as issuance events.