NABORS INDUSTRIES LTD

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 different from our expectations. By way of illustration, when used in this document, words such as “anticipate,”

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

Previous 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.

Current wording

Operating revenues for the three months ended March 31, 2026 totaled $783.5 million, representing an increase of $47.4 million, compared to the three months ended March 31, 2025. For a more detailed description of operating results, see Segment Results of Operations below.

Previous 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.

Current wording

Net loss attributable to Nabors totaled $15.2 million ($1.54 per diluted share) for the three months ended March 31, 2026 compared to net income attributable to Nabors of $33.0 million ($2.18 per diluted share) for the three months ended March 31, 2025, or a $48.2 million decrease in net income. See Segment Results of Operations and Other Financial Information below for additional discussion.

Previous 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.

Current wording

General and administrative expenses for the three months ended March 31, 2026 totaled $71.8 million, representing an increase of $3.3 million, or 5%, compared to the three months ended March 31, 2025. 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 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.

Current wording

Depreciation and amortization expense for the three months ended March 31, 2026 was $156.2 million, representing an increase of $1.5 million, or 1%, compared to the three months ended March 31, 2025. The increase is a result of the additional assets obtained in the Parker acquisition and capital expenditures.

Previous 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.

Current wording

Operating revenues for our Rig Technologies segment decreased by $16.9 million or 38% duringthe three months ended March 31, 2026 compared to the corresponding prior year period due to the overall decline in activity.

Previous 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.

Current wording

Interest expense for the three months ended March 31, 2026 was $43.8 million, representing a decrease of $10.6 million, or 19%, compared to the three months ended March 31, 2025. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Previous 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.

Current wording

Gain on bargain purchase for the three months ended March 31, 2026 and 2025 was $0 and $113.0 million, respectively. The gain on bargain purchase was related to the Parker acquisition in the first quarter of 2025.

Previous 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.

Current wording

Other, net for the three months ended March 31, 2026 was a gain of $13.4 million compared to $44.8 million loss for the three months ended March 31, 2025 representing a $58.2 million increase in income. During the three months ended March 31, 2026, the amount primarily consisted of $16.4 million from decreased reserves and a favorable settlement related to litigation which was offset by $1.7 million in loss recognized for debt buybacks and $1.3 million in foreign currency transaction losses. In comparison, the amount during the three months ended March 31, 2025 primarily consisted of $26.5 million in asset impairments related to assets held in Russia, $17.2 million of transaction related costs and $5.0 million related to severance and reorganization costs which was offset by $4.2 million of mark-to-market gains on the common share warrants and $4.1 million in gain on sales of assets.

Previous 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).

Current wording

Our worldwide tax expense for the three months ended March 31, 2026 was $16.9 million compared to $15.0 million for the three months ended March 31, 2025. The increase in tax expense was primarily attributable to 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 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.

Current wording

Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations. As of March 31, 2026, we had cash and short-term investments of $500.9 million and working capital of $567.4 million. As of December 31, 2025, we had cash and short-term investments of $940.7 million and working capital of $558.6 million.

Previous 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.

Current wording

On March 31, 2026, we had no borrowings and $67.5 million of letters of credit outstanding under the 2024 Credit Agreement, which had 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, which was, on April 4, 2026, increased to $150.0 million by the Joinder, with letters of credit not affecting revolving loan capacity and vice versa.

Previous 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.

Current 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 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 4.05:1.00 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.

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 4.40:1.00 and 99.8%, respectively, as of March 31, 2026. 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 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.

Current wording

As of March 31, 2026, approximately 33%, 14% and 10% of our net accounts receivable balance was related to our operations in Saudi Arabia, U.S. and Mexico, 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-

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-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.

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 September 30, 2025 was $137.0 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 March 31, 2026 was $147.0 million.

Previous 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.

Current wording

Purchase commitments outstanding at March 31, 2026 totaled approximately $368.1 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

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 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 three months ended March 31, 2026 and 2025 below.

Previous 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.

Current wording

Operating Activities**.**Net cash provided by operating activities totaled $113.3 million during the three months ended March 31, 2026, compared to net cash provided of $87.7 million during the corresponding 2025 period. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) was $174.5 million for the three months ended March 31, 2026, an increase of $44.7 million when compared to $129.7 million in the corresponding 2025 period. This was due to the increase in activity across our business for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Changes in working capital items

Previous 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.

Current wording

Investing Activities**.**Net cash used by investing activities totaled $169.5 million during the three months ended March 31, 2026 compared to net cash used of $74.9 million during the corresponding 2025 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 three months ended March 31, 2026 and 2025, we used cash for capital expenditures totaling $165.0 million and $165.0 million, respectively. During the three months ended March 31, 2025, we received $84.4 million in cash acquired in the Parker acquisition, net of cash paid.

Previous 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.

Current wording

Financing Activities**.**Net cash used by financing activities totaled $383.2 million during the three months ended March 31, 2026. During the three months ended March 31, 2026, we repaid $379.1 million of outstanding long-term debt.

Previous wording

Net cash used by financing activities totaled $662.0 million during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, we repaid $1.2 billion of outstanding long-term debt and received proceeds of $550.0 million from the issuance of the 8.875% Senior Guaranteed Notes due August 2031.

Current wording

Net cash used by financing activities totaled $2.0 million during the three months ended March 31, 2025. During the three months ended March 31, 2025, we paid off the Parker term loan of $177.8 million and received proceeds from the Credit Agreement of $178.0 million.