Nabors Industries (NBR) officer reports TSR forfeiture and RSU vesting

Rhea-AI Filing Summary

Nabors Industries corporate secretary Mark D. Andrews reported performance-based equity adjustments and vesting. On December 31, 2025, he forfeited 1,582 TSR shares that had been granted in February 2023, after the compensation committee evaluated Nabors’ relative total shareholder return over the three-year period from January 1, 2023 to December 31, 2025. Following this forfeiture, he held 18,113 shares of common stock directly.

On January 1, 2026, 1,642 long-term 2023 performance restricted stock units, originally granted May 18, 2023 and tied to ROIC performance criteria, were earned and fully vested. These units converted into common stock on a 1-for-1 basis at no cash exercise price, increasing his directly held common stock to 19,755 shares and reducing the corresponding derivative performance units to zero.

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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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^*

Andrews Mark D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CORPORATE SECRETARY

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		D(1)		1,582(1)	D	$0	18,113	D
Common Stock	01/01/2026		M(2)		1,642(2)	A	$0	19,755	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
2023 Long Term Performance Share Units	(3)	01/01/2026		A(4)		1,642(4)		(3)	(3)	Common Stock	1,642	$0	1,642	D
2023 Long Term Performance Share Units	(3)	01/01/2026		M(2)			1,642(2)	(3)	(3)	Common Stock	1,642	$0	0	D

Explanation of Responses:

1. Represents the number of TSR shares forfeited on December 31, 2025, out of a total of 1,582 TSR shares originally granted to the Reporting Person on February 14, 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").

2. 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.

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

4. 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 for a 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	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions were reported for Nabors Industries (NBR)?

The corporate secretary, Mark D. Andrews, reported forfeiting 1,582 TSR shares on December 31, 2025 and receiving 1,642 common shares on January 1, 2026 from vested 2023 performance restricted stock units.

How many Nabors Industries (NBR) shares does the reporting person hold after these transactions?

After the reported transactions, the corporate secretary directly owns 19,755 shares of Nabors Industries common stock.

Why were 1,582 Nabors Industries TSR shares forfeited in this Form 4?

The 1,582 TSR shares were forfeited based on Nabors Industries’ relative total shareholder return versus a peer group over the three-year period from January 1, 2023 to December 31, 2025, as determined by the compensation committee.

What performance conditions were tied to the 2023 long-term performance units at Nabors Industries (NBR)?

The 2023 long-term performance restricted stock units were subject to achieving certain ROIC performance criteria over a three-year period beginning January 1, 2023 and ending December 31, 2025.

How many Nabors Industries 2023 performance restricted stock units vested for the insider?

A total of 1,642 2023 performance restricted stock units were earned and fully vested as of January 1, 2026, converting into 1,642 common shares on a 1-for-1 basis.

Are any Nabors Industries 2023 performance units still held as derivatives after these transactions?

No. Following the vesting and conversion of the 1,642 performance restricted stock units, the number of related derivative securities held by the insider was reported as zero.

What is the role of the reporting person at Nabors Industries (NBR)?

The reporting person in this Form 4 is an officer of Nabors Industries, serving as the company’s Corporate Secretary.