[Form 4] Nabors Energy Transition Corp. II Warrant Insider Trading Activity

Rhea-AI Filing Summary

Key Form 4 takeaways for Nabors Energy Transition Corp. II (NETD):

• Reporting person: Mizuho Securities USA LLC, classified as a 10 % owner.
• On 07/22/2025 it sold 565,000 common shares at $11.18 each (Transaction Code S).
• Direct ownership falls to 1,235,000 shares, down from roughly 1.8 million—about a 31 % reduction.
• No derivative securities were reported in Table II.

The sizable insider sale reduces, but does not eliminate, Mizuho’s exposure; it remains a large shareholder.

Positive

• Mizuho Securities USA LLC still holds 1,235,000 NETD shares, indicating continued, though reduced, commitment to the company.

Negative

• 565,000-share disposal by a 10 % owner represents a roughly 31 % reduction in stake, which can be perceived as a bearish insider signal.

Insights

Financial Analyst

TL;DR: 565k-share sale by 10 % holder cuts stake ~31 %; modestly bearish insider signal.

The transaction removes ≈$6.3 million in equity (565k × $11.18) from the insider’s book and lowers its beneficial position to 1.24 million shares. Large holders trimming positions often precede neutral-to-negative price action, especially for SPAC-related entities like NETD that rely on sponsor confidence. However, retention of over a million shares shows Mizuho still has material skin in the game, softening the bearish read-through. Overall impact: moderately negative.

Corporate Governance Expert

TL;DR: Significant but compliant sale; governance risk remains low.

The filing is timely, involves a straightforward open-market sale and reflects no complex derivatives, lowering compliance risk. Mizuho retains >10 % post-sale, maintaining disclosure obligations and continued alignment with other shareholders. No red flags emerge beyond the optics of a large insider divestiture.

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
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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).

1. Name and Address of Reporting Person^*

MIZUHO SECURITIES USA LLC

(Last) (First) (Middle)

1271 AVENUE OF THE AMERICAS

FLOORS - 2,3,4,18,19

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nabors Energy Transition Corp. II [ NETD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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	07/22/2025	07/22/2025	S		565,000	D	$11.18	1,235,000	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

Explanation of Responses:

	Gregory Doig	07/22/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who executed the recent insider trade in NETD?

The trade was made by Mizuho Securities USA LLC, a 10 % owner.

How many Nabors Energy Transition Corp. II shares were sold?

565,000 common shares were sold.

What was the sale price disclosed in the Form 4?

The shares were sold at $11.18 each.

What is Mizuho's remaining stake after the sale?

It now directly owns 1,235,000 shares of NETD.

Were any derivative securities involved in this filing?

No, Table II shows no derivative transactions were reported.