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NABORS INDUSTRIES LTD

For the period ended Sep 30, 2025. Filed Oct 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 31, 2025

NBR$73.20+2.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-01.

0001558370-25-009958

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-31.

0001104659-25-104844

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 101 previous paragraphs and 108 current paragraphs.

56 unchanged; 41 reworded; 8 added; 2 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 34 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

On August 20, 2025, Nabors entered into a definitive agreement to sell Quail Tools to Superior Energy Services, Inc. Quail Tools was part of Nabors’ acquisition of Parker. Net consideration for the sale totals $625.0 million inclusive of a net working capital adjustment. Consideration comprised of cash of $375.0 million and a seller note of $250.0 million. On October 9, 2025, Nabors received prepayment in full of the $250.0 million seller note, including accrued and unpaid interest.

Current report

Gain on disposition of Quail Tools for the three months ended September 30, 2025 and 2024 was $415.6 million and zero, respectively. The gain on disposition of Quail Tools was related to the sale of Quail Tools in the third quarter of 2025.

Current report

Comparison of the nine months ended September 30, 2025 and 2024

Current report

Gain on disposition of Quail Tools for the nine months ended September 30, 2025 and 2024 was $415.6 million and zero, respectively. The gain on disposition of Quail Tools was related to the sale of Quail Tools in the third quarter of 2025.

Current report

Over the term of the facility, we entered into a number of amendments. Most recently, in August 2025, we entered into the First Amendment to the A/R Sales Agreement and the Fifth Amendment to the A/R Purchase Agreement. The First Amendment to the A/R Sales Agreement amends the agreement to, among other things, add certain subsidiaries of Parker Drilling Company, an indirect wholly-owned subsidiary of the Company, as originators (the “Additional Originators”). The Fifth Amendment to the A/R Purchase Agreement amends the agreement to make changes to reflect the joinder of the Additional Originators.
Removed paragraphs (2)

Previous report

Over the term of the facility, we entered into a number of amendments. Most recently, on April 1, 2024, we entered into the Fourth Amendment to the A/R Purchase Agreement, which among other things, extended the term of the A/R Purchase Agreement to the earliest of (i) April 1, 2027 and (ii) the date that is ninety (90) calendar days prior to the occurrence of the maturity date under and as defined in the 2024 Credit Agreement.
Reworded paragraphs (41)

Previous wording

We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly and current reports, press releases, and other written and oral statements. Statements relating to matters that are not historical facts are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These “forward-looking statements” are based on an analysis of currently available competitive, financial and economic data and our operating plans. They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly

Current wording

We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly and current reports, press releases, and other written and oral statements. Statements relating to matters that are not historical facts are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These “forward-looking statements” are based on an analysis of currently available competitive, financial and economic data and our operating plans. They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly different from our expectations. By way of illustration, when used in this document, words such as “anticipate,”

Previous wording

different from our expectations. By way of illustration, when used in this document, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “should,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements.

Current wording

“believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “should,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements.

Previous wording

Since late 2022 and continuing through the second quarter of 2025, global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics, and more recently, domestic policy changes. In the U.S., operators generally reacted to these market conditions with caution by reducing their drilling activity – particularly in the natural gas basins. This trend appears to be shifting with the expectation for higher natural gas demand in the future. Meanwhile caution has increased in the oil-driven basins.

Current wording

Since late 2022 and continuing through the third quarter of 2025, global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics, and more recently, domestic policy changes. In the U.S., operators generally reacted to these market conditions with caution by reducing their drilling activity – particularly in the natural gas basins. This trend appears to be shifting with the expectation for higher natural gas demand in the future. Meanwhile, a number of operators in oil-driven basins, especially the Permian Basin, have reduced drilling activity as they have realized efficiency gains and achieved their production goals.

Previous wording

constrained capital access for energy producers. However, with rate cuts beginning in late 2024 and continuing into early 2025, there is evidence that the capital markets are beginning to loosen. The full impact of these monetary policy changes on energy sector investment should become more apparent in the coming quarters. Despite the reduction in rig count, rig pricing discipline remained intact, and generally supportive of rig dayrates and daily rig margins.

Current wording

constrained capital access for energy producers. However, with rate cuts beginning in late 2024 and continuing in 2025, there is evidence that the capital markets are beginning to loosen. The full impact of these monetary policy changes on energy sector investment should become more apparent in the coming quarters. Despite the reduction in rig count, pricing discipline for drilling rigs remained intact, and generally supportive of rig dayrates and daily rig margins.

Previous wording

Oil prices have been impacted by recent production actions announced by certain large international oil producers. Natural gas prices, particularly in the United States, have generally increased, in part as demand increase as LNG export facilities ramped throughput.

Current wording

Oil prices have been impacted by recent production actions announced by certain large international oil producers. Natural gas prices, particularly in the United States, have generally increased, in part as demand increased as LNG export facilities ramped throughput.

Previous wording

Operating revenues for the three months ended June 30, 2025 totaled $832.8 million, representing an increase of $98.0 million, compared to the three months ended June 30, 2024. For a more detailed description of operating results, see Segment Results of Operations below.

Current wording

Operating revenues for the three months ended September 30, 2025 totaled $818.2 million, representing an increase of $86.4 million, compared to the three months ended September 30, 2024. For a more detailed description of operating results, see Segment Results of Operations below.

Previous wording

Net loss attributable to Nabors totaled $30.9 million ($2.71 per diluted share) for the three months ended June 30, 2025 compared to a net loss attributable to Nabors of $32.3 million ($4.29 per diluted share) for the three months ended June 30, 2024, or a $1.3 million increase in net income. See Segment Results of Operations and Other Financial Information below for additional discussion.

Current wording

Net income attributable to Nabors totaled $274.2 million ($16.85 per diluted share) for the three months ended September 30, 2025 compared to a net loss attributable to Nabors of $55.8 million ($6.86 per diluted share) for the three months ended September 30, 2024, or a $330.0 million increase in net income. $415.6 million of the increase in net income was due to the gain on the disposition of Quail Tools. See Segment Results of Operations and Other Financial Information below for additional discussion.

Previous wording

General and administrative expenses for the three months ended June 30, 2025 totaled $82.7 million, representing an increase of $20.6 million, or 33%, compared to the three months ended June 30, 2024. This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed.

Current wording

General and administrative expenses for the three months ended September 30, 2025 totaled $77.1 million, representing an increase of $13.1 million, or 20%, compared to the three months ended September 30, 2024. This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed.

Previous wording

Depreciation and amortization expense for the three months ended June 30, 2025 was $175.1 million, representing an increase of $14.9 million compared to the three months ended June 30, 2024. The increase is a result of the additional assets obtained in the Parker acquisition.

Current wording

Depreciation and amortization expense for the three months ended September 30, 2025 was $160.3 million, representing an increase of $1.1 million compared to the three months ended September 30, 2024. The increase is a result of the additional assets obtained in the Parker acquisition.

Previous wording

Operating revenues for our U.S. Drilling segment decreased by $4.3 million or 2% duringthe three months ended June 30, 2025 compared to the corresponding prior year period. Decreases in the Lower 48 land rig market for both average number of rigs working and dayrates, more than offset the incremental revenue from acquired Parker rig operations in the Alaska and U.S. Offshore markets.

Current wording

Operating revenues for our U.S. Drilling segment decreased by $4.9 million or 2% duringthe three months ended September 30, 2025 compared to the corresponding prior year period. Decreases in the Lower 48 land rig market for both average number of rigs working and dayrates, more than offset the incremental revenue from acquired Parker rig operations in the Alaska and U.S. Offshore markets.

Previous wording

Operating revenues for our International Drilling segment during thethree months ended June 30, 2025 increased by $28.2 million or 8% compared to the corresponding prior year period. Incremental revenue from acquired Parker rig operations in international markets and the contribution of recently deployed rigs in other international markets comprise the majority of the increase.

Current wording

Operating revenues for our International Drilling segment during thethree months ended September 30, 2025 increased by $38.6 million or 10% compared to the corresponding prior year period. Incremental revenue from acquired Parker rig operations in international markets and the contribution of recently deployed rigs in other international markets comprise the majority of the increase.

Previous wording

Operating revenues for this segment increased by $87.3 million or 105% duringthe three months ended June 30, 2025 compared to the corresponding prior year period. The increase in revenue is related to acquired Parker operations. This increase from Parker operations was slightly offset by a decline in results in the U.S. markets, which was driven by the reduction in drilling activity.

Current wording

Operating revenues for this segment increased by $62.4 million or 78% duringthe three months ended September 30, 2025 compared to the corresponding prior year period. The increase in revenue is related to acquired Parker operations. This increase from Parker operations was slightly offset by a decline in results in the U.S. markets, which was driven by the reduction in drilling activity.

Previous wording

Operating revenues for our Rig Technologies segment decreased by $13.0 million or 26% duringthe three months ended June 30, 2025 compared to the corresponding prior year period due to the overall decline in activity in the U.S. as mentioned previously.

Current wording

Operating revenues for our Rig Technologies segment decreased by $10.2 million or 22% duringthe three months ended September 30, 2025 compared to the corresponding prior year period due to the overall decline in activity as mentioned previously.

Previous wording

Interest expense for the three months ended June 30, 2025 was $56.1 million, representing an increase of $4.6 million, or 9%, compared to three months ended June 30, 2024. The increase was primarily due to an increase in our effective interest rate levels and an increase in our outstanding debt balance throughout the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Current wording

Interest expense for the three months ended September 30, 2025 was $54.3 million, representing a decrease of $1.0 million, or 2%, compared to three months ended September 30, 2024. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Previous wording

Other, net for the three months ended June 30, 2025 was a loss of $6.1 million compared to $12.1 million loss for the three months ended June 30, 2024 representing a $6.0 million increase in income. During the three months ended June 30, 2025, the amount primarily consisted of $2.1 million in foreign currency transaction losses, $3.8 million of other than temporary impairment on securities and $7.1 million related to severance and reorganization costs which was offset by $3.2 million of mark-to-market gains on the common share warrants and $11.7 million in gain on sales of assets. In comparison, the amount during the three months ended June 30, 2024 primarily consisted of $6.5 million in foreign currency transaction losses, $4.9 million in losses on sales of assets and $1.8 million from increases in litigation reserves which was offset by $3.9 million of mark-to-market gains on the common share warrants.

Current wording

Other, net for the three months ended September 30, 2025 was a loss of $24.5 million compared to $41.6 million loss for the three months ended September 30, 2024 representing a $17.1 million increase in income. During the three months ended September 30, 2025, the amount primarily consisted of $3.3 million in foreign currency transaction losses, $9.8 million related to severance and reorganization costs, $3.9 million of loss recognized for debt buybacks and $2.5 million in loss on sales of assets. In comparison, the amount during the three months ended September 30, 2024 primarily consisted of $3.4 million in foreign currency transaction losses, $6.0 million in losses on sales of assets, $15.4 million in other than temporary impairment on securities and $12.3 million of loss recognized for debt buybacks which was offset by $2.9 million of mark-to-market gains on the common share warrants.

Previous wording

Our worldwide tax expense for the three months ended June 30, 2025 was $23.1 million compared to $15.6 million for the three months ended June 30, 2024. The increase in tax expense was primarily attributable to the Parker acquisition, as well as the change in amount and geographic mix of our pre-tax earnings (losses).

Current wording

Our worldwide tax expense for the three months ended September 30, 2025 was $117.6 million compared to $10.1 million for the three months ended September 30, 2024. The increase in tax expense was primarily attributable to the sale of Quail Tools, as well as the change in amount and geographic mix of our pre-tax earnings (losses).

Previous wording

Operating revenues for the six months ended June 30, 2025 totaled $1.6 billion, representing an increase of $100.5 million, compared to the six months ended June 30, 2024. For a more detailed description of operating results, see Segment Results of Operations below.

Current wording

Operating revenues for the nine months ended September 30, 2025 totaled $2.4 billion, representing an increase of $186.9 million, compared to the nine months ended September 30, 2024. For a more detailed description of operating results, see Segment Results of Operations below.

Previous wording

Net income attributable to Nabors totaled $2.1 million ($1.01 loss per diluted share) for the six months ended June 30, 2025 compared to a net loss attributable to Nabors of $66.6 million ($8.83 per diluted share) for the six months ended June 30, 2024, or a $68.7 million increase in net income. $116.5 million of the increase is due to the gain on bargain purchase related to the Parker acquisition which was partially offset by $26.5 million of asset impairments related to assets held in Russia and $19.1 million of transaction related costs. See Segment Results of Operations and Other Financial Information below for additional discussion.

Current wording

Net income attributable to Nabors totaled $276.3 million ($17.54 per diluted share) for the nine months ended September 30, 2025 compared to a net loss attributable to Nabors of $122.4 million ($15.69 per diluted share) for the nine months ended September 30, 2024, or a $398.7 million increase in net income. $116.5 million of the increase is due to the gain on bargain purchase related to the Parker acquisition and $415.6 million was due to the disposition of Quail Tools. These gains were partially offset by $26.5 million of asset impairments related to assets held in Russia and $19.9 million of transaction related costs. See Segment Results of Operations and Other Financial Information below for additional discussion.

Previous wording

General and administrative expenses for the six months ended June 30, 2025 totaled $151.2 million, representing an increase of $27.3 million, or 22%, compared to the six months ended June 30, 2024. This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed.

Current wording

General and administrative expenses for the nine months ended September 30, 2025 totaled $228.3 million, representing an increase of $40.4 million, or 22%, compared to the nine months ended September 30, 2024. This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed.

Previous wording

Depreciation and amortization expense for the six months ended June 30, 2025 was $329.7 million, representing an increase of $11.9 million compared to the six months ended June 30, 2024. The increase is a result of the additional assets obtained in the Parker acquisition.

Current wording

Depreciation and amortization expense for the nine months ended September 30, 2025 was $490.0 million, representing an increase of $13.0 million, or 3%, compared to the nine months ended September 30, 2024. The increase is a result of the additional assets obtained in the Parker acquisition.

Previous wording

Operating revenues for our U.S. Drilling segment decreased by $45.5 million or 9% duringthe six months ended June 30, 2025 compared to the corresponding prior year period, Decreases in the Lower 48 land rig market for both average number of rigs working and dayrates, more than offset the incremental revenue from acquired Parker rig operations in the Alaska and U.S. Offshore markets.

Current wording

Operating revenues for our U.S. Drilling segment decreased by $50.5 million or 6% duringthe nine months ended September 30, 2025 compared to the corresponding prior year period. Decreases in the Lower 48 land rig market for both average number of rigs working and dayrates, more than offset the incremental revenue from acquired Parker rig operations in the Alaska and U.S. Offshore markets.

Previous wording

Operating revenues for our International Drilling segment during thesix months ended June 30, 2025 increased by $60.6 million or 9% compared to the corresponding prior year period. Incremental revenue from acquired Parker rig operations in international markets and the contribution of recently deployed rigs in other international markets comprise the majority of the increase.

Current wording

Operating revenues for our International Drilling segment during thenine months ended September 30, 2025 increased by $99.2 million or 9% compared to the corresponding prior year period. Incremental revenue from acquired Parker rig operations in international markets and the contribution of recently deployed rigs in other international markets comprise the majority of the increase.

Previous wording

Operating revenues for this segment increased by $104.9 million or 66% duringthe six months ended June 30, 2025 compared to the corresponding prior year period. The increase in revenue is related to acquired Parker operations. This increase from Parker operations was slightly offset by a decline in results in the U.S. markets, which was driven by the reduction in drilling activity.

Current wording

Operating revenues for this segment increased by $167.3 million or 70% duringthe nine months ended September 30, 2025 compared to the corresponding prior year period. The increase in revenue is related to acquired Parker operations. This increase from Parker operations was slightly offset by a decline in results in the U.S. markets, which was driven by the reduction in drilling activity.

Previous wording

Operating revenues for our Rig Technologies segment decreased by $19.0 million or 19% duringthe six months ended June 30, 2025 compared to the corresponding prior year period due to the overall decline in activity in the U.S. as mentioned previously.

Current wording

Operating revenues for our Rig Technologies segment decreased by $29.2 million or 20% duringthe nine months ended September 30, 2025 compared to the corresponding prior year period due to the overall decline in activity as mentioned previously.

Previous wording

Interest expense for the six months ended June 30, 2025 was $110.4 million, representing an increase of $8.5 million, or 8%, compared to the six months ended June 30, 2024. The increase was primarily due to an increase in our effective interest rate levels and an increase in our outstanding debt balance throughout the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Current wording

Interest expense for the nine months ended September 30, 2025 was $164.7 million, representing an increase of $7.5 million, or 5%, compared to the nine months ended September 30, 2024. The increase was primarily due to an increase in our effective interest rate levels and an increase in our average outstanding debt balance throughout the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Previous wording

Gain on bargain purchase for the six months ended June 30, 2025 and 2024 was $116.5 million and zero, respectively. The gain on bargain purchase was related to the Parker acquisition in the first quarter of 2025.

Current wording

Gain on bargain purchase for the nine months ended September 30, 2025 and 2024 was $116.5 million and zero, respectively. The gain on bargain purchase was related to the Parker acquisition in the first quarter of 2025.

Previous wording

Other, net for the six months ended June 30, 2025 was a loss of $50.9 million compared to $28.2 million loss for the six months ended June 30, 2024 representing a $22.7 million increase in loss. During the six months ended June 30, 2025, the amount primarily consisted of $26.5 million in asset impairments related to assets held in Russia, $19.1 million of transaction related costs and $12.2 million related to severance and reorganization costs which was offset by $7.4 million of mark-to-market gains on the common share warrants and $15.8 million in gain on sales of assets. In comparison, the amount during the six months ended June 30, 2024 primarily consisted of $17.9 million in foreign currency transaction losses, $9.5 million in losses on sales of assets, $4.3 million from increases in litigation reserves and $2.6 million of loss recognized for debt buybacks which was offset by $9.6 million of mark-to-market gains on the common share warrants.

Current wording

Other, net for the nine months ended September 30, 2025 was a loss of $75.3 million compared to $69.8 million loss for the nine months ended September 30, 2024 representing a $5.5 million increase in loss. During the nine months ended September 30, 2025, the amount primarily consisted of $26.5 million in asset impairments related to assets held in Russia, $19.9 million of transaction related costs, $22.0 million related to severance and reorganization costs and $5.4 million in foreign currency transaction losses which was offset by $7.4 million of mark-to-market gains on the common share warrants and $13.4 million in gain on sales of assets. In comparison, the amount during the nine months ended September 30, 2024 primarily consisted of $21.3 million in foreign currency transaction losses, $15.5 million in loss on sales of assets, $15.4 million in other than temporary impairment on securities, $5.2 million from increases in litigation reserves, and $14.9 million of loss recognized for debt buybacks which was offset by $12.5 million of mark-to-market gains on the common share warrants.

Previous wording

Our worldwide tax expense for the six months ended June 30, 2025 was $38.1 million compared to $31.6 million for the six months ended June 30, 2024. The increase in tax expense was primarily attributable to the Parker acquisition, as well as the change in amount and geographic mix of our pre-tax earnings (losses).

Current wording

Our worldwide tax expense for the nine months ended September 30, 2025 was $155.7 million compared to $41.7 million for the nine months ended September 30, 2024. The increase in tax expense was primarily attributable to the Parker acquisition and sale of Quail Tools, as well as the change in amount and geographic mix of our pre-tax earnings (losses).

Previous wording

Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations. As of June 30, 2025, we had cash and short-term investments of $387.4 million and working capital of $527.4 million. As of December 31, 2024, we had cash and short-term investments of $397.3 million and working capital of $427.6 million.

Current wording

Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations. As of September 30, 2025, we had cash and short-term investments of $428.1 million and working capital of $744.2 million. As of December 31, 2024, we had cash and short-term investments of $397.3 million and working capital of $427.6 million.

Previous wording

On June 30, 2025, we had borrowings of $178.0 million and $78.8 million of letters of credit outstanding under the 2024 Credit Agreement, which has a total borrowing capacity of $350.0 million and a separate letter of credit tranche that permits us to issue letters of credit with total reimbursement obligations not to exceed $125 million. Letters of credit issued do not affect revolving loan capacity and vice versa.

Current wording

On September 30, 2025, we had no borrowings and $75.2 million of letters of credit outstanding under the 2024 Credit Agreement, which has a total borrowing capacity of $350.0 million and a separate letter of credit tranche that permits us to issue letters of credit with total reimbursement obligations not to exceed $125 million. Letters of credit issued do not affect revolving loan capacity and vice versa.

Previous wording

The 2024 Credit Agreement requires us to maintain an interest coverage ratio (EBITDA/interest expense of 2.75:1.00) and a minimum guarantor value, requiring the guarantors (other than the Company) and their subsidiaries to own at least 90% of the consolidated property, plant and equipment of the Company. Additionally, the Company is subject to certain covenants (which are subject to certain exceptions) and include, among others, (a) a covenant restricting our ability to incur liens (subject to the additional liens basket of up to $150.0 million, among other exceptions), (b) a covenant restricting its ability to pay dividends or make other distributions with respect to its capital stock and to repurchase certain indebtedness, and (c) a covenant restricting the ability of the Company’s subsidiaries to incur debt (subject to the grower debt basket of up to $100.0 million). The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 10% or more of the respective principal amount of any of the 7.375% Senior Priority Guaranteed Notes due May 2027 or 7.50% Senior Guaranteed Notes due January 2028 or 50% or more of the principal

Current wording

subject to certain covenants (which are subject to certain exceptions) and include, among others, (a) a covenant restricting our ability to incur liens (subject to the additional liens basket of up to $150.0 million, among other exceptions), (b) a covenant restricting its ability to pay dividends or make other distributions with respect to its capital stock and to repurchase certain indebtedness, and (c) a covenant restricting the ability of the Company’s subsidiaries to incur debt (subject to the grower debt basket of up to $100.0 million). The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 10% or more of the respective principal amount of any of the 7.375% Senior Priority Guaranteed Notes due May 2027 or 7.50% Senior Guaranteed Notes due January 2028 or 50% or more of the principal amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such indebtedness, then such 90 th day.

Previous wording

As of the date of this report, we were in compliance with all covenants under the 2024 Credit Agreement, including those regarding the required interest coverage ratio and minimum guarantor value, which were 4.30:1.00 and 99.8%, respectively, as of June 30, 2025. If we fail to perform our obligations under the covenants, the revolving credit commitments under the 2024 Credit Agreement could be terminated, and any outstanding borrowings under the facilities could be declared immediately due and payable. If necessary, we have the ability to manage our covenant compliance by taking certain actions including reductions in discretionary capital or other types of controllable expenditures, monetization of assets, amending or renegotiating the revolving credit agreement, accessing capital markets through a variety of alternative methods, or any combination of these alternatives. We expect to remain in compliance with all covenants under the 2024 Credit Agreement during the twelve-month period following the date of this report based on our current operational and financial projections, including after giving effect to the Parker acquisition. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect. If we fail to comply with the covenants, the revolving credit commitment could be terminated, and any outstanding borrowings under the facility could be declared immediately due and payable.

Current wording

As of the date of this report, we were in compliance with all covenants under the 2024 Credit Agreement, including those regarding the required interest coverage ratio and minimum guarantor value, which were 4.05:1.00 and 99.8%, respectively, as of September 30, 2025. If we fail to perform our obligations under the covenants, the revolving credit commitments under the 2024 Credit Agreement could be terminated, and any outstanding borrowings under the facilities could be declared immediately due and payable. If necessary, we have the ability to manage our covenant compliance by taking certain actions including reductions in discretionary capital or other types of controllable expenditures, monetization of assets, amending or renegotiating the revolving credit agreement, accessing capital markets through a variety of alternative methods, or any combination of these alternatives. We expect to remain in compliance with all covenants under the 2024 Credit Agreement during the twelve-month period following the date of this report based on our current operational and financial projections, including after giving effect to the Parker acquisition. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect. If we fail to comply with the covenants, the revolving credit commitment could be terminated, and any outstanding borrowings under the facility could be declared immediately due and payable.

Previous wording

As of June 30, 2025, approximately 24%, 22% and 21% of our net accounts receivable balance was related to our operations in Saudi Arabia, Mexico and U.S., respectively. Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables. The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations.

Current wording

As of September 30, 2025, approximately 26%, 24% and 14% of our net accounts receivable balance was related to our operations in Mexico, Saudi Arabia and U.S., respectively. Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables. The balances due are not in dispute, however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations.

Previous wording

On September 13, 2019, we entered into an accounts receivables sales agreement (the “A/R Sales Agreement”) and an accounts receivables purchase agreement (the “A/R Purchase Agreement” and, together with the A/R Sales Agreement, the “A/R Agreements”), whereby the originators, all of whom are our subsidiaries, sold or contributed, and will on an ongoing basis continue to sell or contribute, certain of their domestic trade accounts receivables to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”). The SPE in turn, sells, transfers, conveys and assigns to third-party financial institutions (“Purchasers”), all the rights, title and interest in and to its pool of eligible receivables.

Current wording

On September 13, 2019, we entered into an accounts receivables sales agreement (the “A/R Sales Agreement”) and an accounts receivables purchase agreement (the “A/R Purchase Agreement” and, together with the A/R Sales Agreement, the “A/R Agreements”), whereby the originators, all of whom are our subsidiaries, sold or contributed, and will on an ongoing basis continue to sell or contribute, certain of their domestic trade accounts receivables to a wholly-

Previous wording

The amount available for purchase under the A/R Agreements fluctuates over time based on the total amount of eligible receivables generated during the normal course of business after excluding excess concentrations and certain other ineligible receivables. The maximum purchase commitment of the Purchasers under the A/R Agreements is $250.0 million and the amount of receivables purchased by the third-party Purchasers as of June 30, 2025 was $125.0 million.

Current wording

The amount available for purchase under the A/R Agreements fluctuates over time based on the total amount of eligible receivables generated during the normal course of business after excluding excess concentrations and certain other ineligible receivables. The maximum purchase commitment of the Purchasers under the A/R Agreements is $250.0 million and the amount of receivables purchased by the third-party Purchasers as of September 30, 2025 was $137.0 million.

Previous wording

Purchase commitments outstanding at June 30, 2025 totaled approximately $384.6 million, primarily for capital expenditures, other operating expenses and purchases of inventory. We can reduce planned expenditures if necessary or increase them if market conditions and new business opportunities warrant it. The level of our outstanding purchase commitments and our expected level of capital expenditures over the next 12 months represent a number of capital programs that are currently underway or planned.

Current wording

Purchase commitments outstanding at September 30, 2025 totaled approximately $464.9 million, primarily for capital expenditures, other operating expenses and purchases of inventory. We can reduce planned expenditures if necessary or increase them if market conditions and new business opportunities warrant it. The level of our outstanding purchase commitments and our expected level of capital expenditures over the next 12 months represent a number of capital programs that are currently underway or planned.

Previous wording

Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Sustained decreases in the price of oil or natural gas could have a material impact on these activities and could also materially affect our cash flows. Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, dividends, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our cash flows for the six months ended June 30, 2025 and 2024 below.

Current wording

Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Sustained decreases in the price of oil or natural gas could have a material impact on these activities and could also materially affect our cash flows. Certain sources and uses of cash, such as the level of

Previous wording

Operating Activities**.**Net cash provided by operating activities totaled $239.5 million during the six months ended June 30, 2025, compared to net cash provided of $288.9 million during the corresponding 2024 period. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) was $303.7 million for the six months ended June 30, 2025, a decrease of $40.5 million when compared to $344.3 million in the corresponding 2024 period. This was due to the decrease in activity across our business for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Changes in working capital items such as collection of

Current wording

Operating Activities**.**Net cash provided by operating activities totaled $447.4 million during the nine months ended September 30, 2025, compared to net cash provided of $432.5 million during the corresponding 2024 period. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) was $461.9 million for the nine months ended September 30, 2025, a decrease of $51.0 million when compared to $512.9 million in the corresponding 2024 period. This was due to the decrease in activity across our business for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables are also significant factors affecting operating cash flows and can be highly volatile in periods of increasing or decreasing activity levels. Changes in working capital items used $14.5 million in cash flows during the nine months ended September 30, 2025, a $65.9 million favorable change as compared to the $80.4 million in cash flows used by working capital in the corresponding 2024 period.

Previous wording

Investing Activities**.**Net cash used for investing activities totaled $210.9 million during the six months ended June 30, 2025 compared to net cash used of $227.1 million during the corresponding 2024 period. Our primary use of cash for investing activities is capital expenditures for rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During the six months ended June 30, 2025 and 2024, we used cash for capital expenditures totaling $343.9 million and $232.0 million, respectively. During the six months ended June 30, 2025, we received $84.4 million in cash acquired in the Parker acquisition, net of cash paid.

Current wording

Investing Activities**.**Net cash used by investing activities totaled $44.4 million during the nine months ended September 30, 2025 compared to net cash used of $353.2 million during the corresponding 2024 period. Our primary use of cash for investing activities is capital expenditures for rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During the nine months ended September 30, 2025 and 2024, we used cash for capital expenditures totaling $553.9 million and $359.9 million, respectively. During the nine months ended September 30, 2025, we received $84.4 million in cash acquired in the Parker acquisition, net of cash paid and $371.3 million from the sale of Quail Tools.

Previous wording

Financing Activities**.**Net cash used by financing activities totaled $21.3 million during the six months ended June 30, 2025. During the six months ended June 30, 2025, we paid off the Parker term loan of $177.8 million and received proceeds from the Credit Agreement of $178.0 million.

Current wording

Financing Activities**.**Net cash used by financing activities totaled $539.5 million during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, we paid off the Parker term loan of $177.8 million and repaid $164.4 million of outstanding long-term debt. Also, we made distributions of $186.7 million from the Trust Account to NETC II stockholders. Cash in the Trust Account can only be used in connection to the SPAC and is not available to use for general operations.

Showing the first 40 of 41 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

The 2024 Credit Agreement requires us to maintain an interest coverage ratio (EBITDA/interest expense of 2.75:1.00) and a minimum guarantor value, requiring the guarantors (other than the Company) and their subsidiaries to own at least 90% of the consolidated property, plant and equipment of the Company. Additionally, the Company is

Current report — wording carried from elsewhere

owned, bankruptcy-remote special purpose entity (“SPE”). The SPE in turn, sells, transfers, conveys and assigns to third-party financial institutions (“Purchasers”), all the rights, title and interest in and to its pool of eligible receivables.

Current report — wording carried from elsewhere

discretionary capital expenditures or acquisitions, purchases and sales of investments, dividends, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our cash flows for the nine months ended September 30, 2025 and 2024 below.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such indebtedness, then such 90 th day.

Previous report — wording carried elsewhere

receivables, other deferred revenue arrangements and payments of operating payables are also significant factors affecting operating cash flows and can be highly volatile in periods of increasing or decreasing activity levels. Changes in working capital items used $64.2 million in cash flows during the six months ended June 30, 2025, a $8.8 million unfavorable change as compared to the $55.4 million in cash flows used by working capital in the corresponding 2024 period.