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

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

Demand for our services and products is subject to a complex combination of macroeconomic, industry and company-specific factors that influence our clients’ decisions to invest in exploration, development and production activities. The volume of these activities is significantly influenced by the prices of crude oil and natural gas, which can fluctuate widely, are inherently volatile and tend to be highly sensitive to a range of factors. These factors include global supply and demand dynamics, production decisions and actions taken by major oil-producing countries, as well as geopolitical developments impacting large hydrocarbon-producing regions.

Current wording

Demand for our services and products is subject to a complex combination of macroeconomic, industry and company-specific factors that influence our clients’ decisions to invest in exploration, development and production activities. The volume of these activities is significantly influenced by the prices of crude oil and natural gas, which are volatile and sensitive to a range of factors. These factors include global supply and demand dynamics, production decisions and actions taken by major hydrocarbon-producing countries, as well as geopolitical developments impacting large hydrocarbon-producing regions.

Previous wording

In addition to commodity price dynamics, client capital allocation priorities can materially influence drilling activity. Certain oil and gas producers may intentionally limit their capital spending as they focus on capital discipline, shareholder returns and other priorities over production growth. These actions can moderate activity levels even during periods of favorable commodity prices. Further, significant industry consolidation, particularly among U.S. operators has occurred in recent years. In certain cases, these transactions have impacted demand for drilling services, as the combined operators reassess development plans and rationalize drilling rig requirements.

Current wording

In addition to commodity price dynamics, client capital allocation priorities can materially influence drilling activity. Certain oil and gas producers may intentionally limit their capital spending as they focus on capital discipline, shareholder returns and other priorities over production growth. These actions can moderate our activity levels even during periods of favorable commodity prices. Further, significant industry consolidation, particularly among U.S. operators has occurred in recent years. In certain cases, these transactions have impacted demand for drilling services, as the combined operators reassess development plans and rationalize drilling rig requirements.

Previous wording

Since late 2022, global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics, and more recently, domestic policy changes. During the first half of 2026, the conflict in the Middle East resulted in damage to oil and gas production facilities in several producing countries and a very significant curtailment in oil and gas exports from the region. The near-term impact of these events was a dramatic increase in global crude oil prices and elevated natural gas prices in certain markets.

Current wording

Global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics and domestic policy changes. During the first three quarters of 2026, the conflict in the Middle East resulted in damage to oil and gas production facilities in several producing countries and significant disruptions to regional oil and gas exports. The near-term impact of these events was a dramatic increase in global crude oil prices and elevated natural gas prices in certain markets.

Previous wording

In the United States, operators generally maintained or increased their drilling activity, as oil prices strengthened. However, most larger U.S. operators remain committed to their prior spending plans and have not increased drilling activity levels in response to the recent movement in oil prices.

Current wording

In the United States, operators generally maintained or increased their drilling activity, as oil prices strengthened. Most larger U.S. operators remain committed to their prior spending plans and have not materially increased drilling activity levels in response to the recent movement in oil prices.

Previous wording

Also in the United States, leading-edge rig pricing has begun to increase, supporting widening daily rig margins. At the same time, continued gains in drilling efficiency have enabled U.S. oil and gas producers to sustain production levels with fewer rigs. As a result, while rig pricing dynamics are improving, these efficiency gains have reduced the number of rigs required.

Current wording

Also in the United States, leading-edge rig pricing has continued to increase, supporting wider daily rig margins. At the same time, continued gains in drilling efficiency have enabled U.S. oil and gas producers to sustain production levels with fewer rigs. As a result, while rig pricing dynamics are improving, these efficiency gains have impacted the number of rigs required to sustain those production levels.

Previous wording

Operating revenues for the three months ended June 30, 2026 totaled $814.8 million, representing a decrease of $18.0 million, compared to the three months ended June 30, 2025. 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, 2026 totaled $872.2 million, representing an increase of $54.0 million, compared to the three months ended September 30, 2025. For a more detailed description of operating results, see Segment Results of Operations below.

Previous wording

Net loss attributable to Nabors totaled $37.5 million ($3.58 per diluted share) for the six months ended June 30, 2026 compared to net income attributable to Nabors of $2.1 million ($1.01 loss per diluted share) for the six months ended June 30, 2025, or a $39.6 million decrease in net income. See Segment Results of Operations and Other Financial Information below for additional discussion.

Current wording

Net loss attributable to Nabors totaled $11.2 million ($1.24 loss per diluted share) for the three months ended September 30, 2026 compared to net income attributable to Nabors of $274.2 million ($16.85 per diluted share) for the three months ended September 30, 2025, or a $285.4 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 six months ended June 30, 2026 totaled $143.1 million, representing a decrease of $8.1 million, or 5%, compared to the six months ended June 30, 2025. This is reflective of decreases in workforce costs and general operating costs related to Quail Tools, LLC, which was sold on August 20, 2025 along with a reduction in staffing levels and general-cost-reduction effects in our corporate offices subsequent to the acquisition of Parker Drilling.

Current wording

General and administrative expenses for the three months ended September 30, 2026 totaled $76.7 million, representing a decrease of $0.3 million compared to the three months ended September 30, 2025. This is reflective of decreases in costs related to Quail Tools, LLC, which was sold on August 20, 2025. This decrease was partially offset by increases in workforce costs and general operating costs as operating levels have increased along with inflationary pressures.

Previous wording

Depreciation and amortization expense for the three months ended June 30, 2026 was $160.5 million, representing a decrease of $14.5 million, or 8%, compared to the three months ended June 30, 2025. The decrease is a result of the assets sold as part of the sale of Quail Tools, LLC on August 20, 2025.

Current wording

Depreciation and amortization expense for the three months ended September 30, 2026 was $159.7 million, representing a decrease of $0.6 million compared to the three months ended September 30, 2025. This decrease was primarily due to the assets sold as part of the sale of Quail Tools, LLC on August 20, 2025. This decrease was partially offset by depreciation expense as a result of capital expenditures over the last year.

Previous wording

Operating revenues for our U.S. Drilling segment decreased by $3.0 million or 1% duringthe three months ended June 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to a decline in day rates partially offset by a 7% increase in the average rigs working.

Current wording

Operating revenues for our U.S. Drilling segment increased by $25.1 million or 10% duringthe three months ended September 30, 2026 compared to the corresponding prior year period. The increase is primarily attributable to a 19% increase in the average rigs working, reflecting increased drilling activity, which was partially offset by a decline in day rates.

Previous wording

Operating revenues for our International Drilling segment duringthe three months ended June 30, 2026 increased by $47.5 million or 12% compared to the corresponding prior year period. The increase is primarily attributable to a 9% increase in the average rigs working, reflecting increased drilling activity, along with improved pricing, as market conditions and demand for our international drilling services have increased since the prior year.

Current wording

Operating revenues for our International Drilling segment duringthe three months ended September 30, 2026 increased by $51.3 million or 13% compared to the corresponding prior year period. The increase is primarily attributable to a 6% increase in the average rigs working, reflecting increased drilling activity, along with improved pricing, as market conditions and demand for our international drilling services have increased since the prior year.

Previous wording

Operating revenues for this segment decreased by $59.6 million or 35% duringthe three months ended June 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to operating revenue from Quail Tools, LLC, which is included in the activity for the three months ended June 30, 2025. Quail Tools, LLC was sold on August 20, 2025.

Current wording

Operating revenues for this segment decreased by $25.9 million or 18% duringthe three months ended September 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to operating revenue from Quail Tools, LLC, which is included in the activity for the three months ended September 30, 2025. Quail Tools, LLC was sold on August 20, 2025. The decrease due to the disposition was partially offset by an increase in activity of the remaining business during the three months ended September 30, 2026.

Previous wording

Operating revenues for our Rig Technologies segment increased by $1.0 million or 3% duringthe three months ended June 30, 2026 compared to the corresponding prior year period due to the overall increase in activity.

Current wording

Operating revenues for our Rig Technologies segment increased by $6.2 million or 17% duringthe three months ended September 30, 2026 compared to the corresponding prior year period due to the overall increase in activity.

Previous wording

Interest expense for the three months ended June 30, 2026 was $42.7 million, representing a decrease of $13.4 million, or 24%, compared to the three months ended June 30, 2025. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Current wording

Interest expense for the three months ended September 30, 2026 was $42.1 million, representing a decrease of $12.2 million, or 23%, compared to the three months ended September 30, 2025. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.

Previous wording

Other, net for the three months ended June 30, 2026 was a loss of $5.7 million compared to $6.1 million loss for the three months ended June 30, 2025 representing a $0.4 million decrease in loss. During the three months ended June 30, 2026, the amount primarily consisted of $5.2 million related to severance and reorganization costs, $1.1 million related to increases in litigation reserves and $0.8 million in foreign currency transaction losses, which was offset by $1.0 million of mark-to-market gains on the common share warrants. In comparison, the amount during the three months ended June 30, 2025 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.

Current wording

Other, net for the three months ended September 30, 2026 was a loss of $11.4 million compared to $24.5 million loss for the three months ended September 30, 2025 representing a $13.0 million decrease in loss. During the three months ended September 30, 2026, the amount primarily consisted of $5.5 million of loss recognized for debt buybacks and $3.1 million in foreign currency transaction losses. In comparison, the amount during the three months ended September 30, 2025 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.

Previous wording

Our worldwide tax expense for the three months ended June 30, 2026 was $16.4 million compared to $23.1 million for the three months ended June 30, 2025. The decrease in tax expense was primarily attributable to 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, 2026 was $20.4 million compared to $117.6 million for the three months ended September 30, 2025. The decrease in tax expense was primarily attributable to the sale of Quail Tools on August 20, 2025, 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, 2026 totaled $1.6 billion, representing an increase of $29.4 million, compared to the six months ended June 30, 2025. 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, 2026 totaled $2.5 billion, representing an increase of $83.4 million, compared to the nine months ended September 30, 2025. For a more detailed description of operating results, see Segment Results of Operations below.

Previous wording

Net loss attributable to Nabors totaled $22.3 million ($2.04 per diluted share) for the three months ended June 30, 2026 compared to net loss attributable to Nabors of $30.9 million ($2.71 per diluted share) for the three months ended June 30, 2025, or an $8.6 million increase in net income. See Segment Results of Operations and Other Financial Information below for additional discussion.

Current wording

Net loss attributable to Nabors totaled $48.7 million ($4.81 loss per diluted share) for the nine months ended September 30, 2026 compared to net income attributable to Nabors of $276.3 million ($17.54 per diluted share) for the nine months ended September 30, 2025, or a $324.9 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 June 30, 2026 totaled $71.4 million, representing a decrease of $11.4 million, or 14%, compared to the three months ended June 30, 2025. This is reflective of decreases in workforce costs and general operating costs related to Quail Tools, LLC, which was sold on August 20, 2025 along with a reduction in staffing levels and general-cost-reduction effects in our corporate offices subsequent to the acquisition of Parker Drilling.

Current wording

General and administrative expenses for the nine months ended September 30, 2026 totaled $219.9 million, representing a decrease of $8.4 million, or 4%, compared to the nine months ended September 30, 2025. This is reflective of decreases in costs related to Quail Tools, LLC, which was sold on August 20, 2025 along with a reduction in staffing levels and general-cost-reduction effects in our corporate offices subsequent to the acquisition of Parker Drilling. This decrease was partially offset by increases in workforce costs and general operating costs as operating levels have increased along with inflationary pressures during 2026.

Previous wording

Depreciation and amortization expense for the six months ended June 30, 2026 was $316.7 million, representing a decrease of $13.0 million, or 4%, compared to the six months ended June 30, 2025. The decrease is a result of the assets sold as part of the sale of Quail Tools, LLC, which was sold on August 20, 2025.

Current wording

Depreciation and amortization expense for the nine months ended September 30, 2026 was $476.5 million, representing a decrease of $13.6 million, or 3%, compared to the nine months ended September 30, 2025. The decrease is a result of the assets sold as part of the sale of Quail Tools, LLC, which was sold on August 20, 2025. This decrease was partially offset by depreciation expense as a result of capital expenditures over the last year.

Previous wording

Operating revenues for our U.S. Drilling segment increased by $7.4 million or 2% duringthe six months ended June 30, 2026 compared to the corresponding prior year period. The increase is primarily attributable to a 9% increase in the average rigs working, reflecting increased drilling activity that was partially offset by a decline in day rates.

Current wording

Operating revenues for our U.S. Drilling segment increased by $32.5 million or 4% duringthe nine months ended September 30, 2026 compared to the corresponding prior year period. The increase is primarily attributable to a 12% increase in the average rigs working, reflecting increased drilling activity that was partially offset by a decline in day rates.

Previous wording

increase in the average rigs working, along with improved pricing, as market conditions and demand for our international drilling services have increased since the prior year.

Current wording

Operating revenues for our International Drilling segment duringthe nine months ended September 30, 2026 increased by $136.6 million or 12% compared to the corresponding prior year period. The increase is primarily attributable to an 8% increase in the average rigs working, along with improved pricing, as market conditions and demand for our international drilling services have increased since the prior year.

Previous wording

Operating revenues for this segment decreased by $46.6 million or 18% duringthe six months ended June 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to operating revenues from Quail Tools, LLC, which was included in the activity for the six months ended June 30, 2025. Quail Tools, LLC was sold on August 20, 2025. This decrease was partially offset by a full six months of activity for thesix months ended June 30, 2026 from our Parker Drilling acquisition, which was completed on March 11, 2025.

Current wording

Operating revenues for this segment decreased by $72.5 million or 18% duringthe nine months ended September 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to operating revenues from Quail Tools, LLC, which was included in the activity for thenine months ended September 30, 2025. Quail Tools, LLC was sold on August 20, 2025. This decrease was partially offset by a full period of activity for thenine months ended September 30, 2026 from our Parker Drilling acquisition completed on March 11, 2025, along with an increase in activity for the remaining business.

Previous wording

Operating revenues for our Rig Technologies segment decreased by $16.0 million or 20% duringthe six months ended June 30, 2026 compared to the corresponding prior year period due to a decline in activity.

Current wording

Operating revenues for our Rig Technologies segment decreased by $9.8 million or 8% duringthe nine months ended September 30, 2026 compared to the corresponding prior year period due to a decline in activity.

Previous wording

Interest expense for the six months ended June 30, 2026 was $86.4 million, representing a decrease of $24.0 million, or 22%, compared to the six months ended June 30, 2025. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Current wording

Interest expense for the nine months ended September, 2026 was $128.5 million, representing a decrease of $36.2 million, or 22%, compared to the nine months ended September 30, 2025. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.

Previous wording

Gain on bargain purchase for the six months ended June 30, 2026 and 2025 was $0 and $116.5 million, 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, 2026 and 2025 was zero and $116.5 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 six months ended June 30, 2026 was a gain of $7.7 million compared to $50.9 million loss for the six months ended June 30, 2025 representing a $58.2 million increase in income. During the six months ended June 30, 2026, the amount primarily consisted of $15.3 million from decreased reserves and a favorable settlement related to litigation, which was offset by $5.8 million related to severance and reorganization costs, $1.7 million in loss recognized for debt buybacks and $2.0 million in foreign currency transaction losses. In comparison, the amount during the six months ended June 30, 2025 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.

Current wording

settlement related to litigation, which was offset by $6.2 million related to severance and reorganization costs, $7.2 million in loss recognized for debt buybacks and $5.1 million in foreign currency transaction losses. In comparison, the amount during the nine months ended September 30, 2025 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.

Previous wording

Our worldwide tax expense for the six months ended June 30, 2026 was $33.3 million compared to $38.1 million for the six months ended June 30, 2025. The decrease in tax expense was primarily attributable to 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, 2026 was $53.7 million compared to $155.7 million for the nine months ended September 30, 2025. The decrease 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, 2026, we had cash and short-term investments of $509.8 million and working capital of $563.5 million. As of December 31, 2025, we had cash and short-term investments of $940.7 million and working capital of $558.6 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, 2026, we had cash and short-term investments of $475.1 million and working capital of $525.1 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 June 30, 2026, we had no borrowings and $69.7 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.

Current wording

On September 30, 2026, we had no borrowings and $68.2 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 7, 2026, increased to $150.0 million by the Joinder, with letters of credit not affecting revolving loan capacity and vice versa.

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 4.69:1.00 and 99.8%, respectively, as of June 30, 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.

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 5.20:1.00 and 99.8%, respectively, as of September 30, 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. 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

Our ability to access capital markets or to otherwise obtain sufficient financing may be affected by our senior unsecured debt ratings as provided by the major credit rating agencies in the United States and our historical ability to access these markets as needed. While there can be no assurances that we will be able to access these markets in the future, we believe that we will be able to access capital markets or otherwise obtain financing in order to satisfy any payment obligation that might arise upon maturity, exchange or purchase of our notes and our debt facilities, loss of availability of our revolving credit facilities and our A/R Agreements (see—Accounts Receivable Purchase and Sales Agreements, below), and that any cash payment due, in addition to our other cash obligations, would not ultimately have a material adverse impact on our liquidity or financial position. The major U.S. credit rating agencies have previously downgraded our senior unsecured debt rating to non-investment grade. These and any further ratings downgrades could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.

Current wording

access these markets as needed. While there can be no assurances that we will be able to access these markets in the future, we believe that we will be able to access capital markets or otherwise obtain financing in order to satisfy any payment obligation that might arise upon maturity, exchange or purchase of our notes and our debt facilities, loss of availability of our revolving credit facilities and our A/R Agreements (see—Accounts Receivable Purchase and Sales Agreements, below), and that any cash payment due, in addition to our other cash obligations, would not ultimately have a material adverse impact on our liquidity or financial position. The major U.S. credit rating agencies have previously downgraded our senior unsecured debt rating to non-investment grade. These and any further ratings downgrades could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations.

Previous wording

As of June 30, 2026, approximately 29%, 15% and 14% 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.

Current wording

As of September 30, 2026, approximately 41%, 13% and 9% 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

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, 2026 was $138.0 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, 2026 was $168.0 million.

Previous wording

Purchase commitments outstanding at June 30, 2026 totaled approximately $335.2 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, 2026 totaled approximately $296.4 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, 2026 and 2025 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 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, 2026 and 2025 below.

Previous wording

Operating Activities**.**Net cash provided by operating activities totaled $248.6 million during the six months ended June 30, 2026, compared to net cash provided of $239.5 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 $342.2 million for the six months ended June 30, 2026, an increase of $38.5 million when compared to $303.7 million in the corresponding 2025 period. This was due to the increase in activity across our business for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. 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 $93.6 million in cash flows during the six months ended June 30, 2026, a $29.4 million favorable change as compared to the $64.2 million in cash flows used by working capital in the corresponding 2025 period.

Current wording

Operating Activities**.**Net cash provided by operating activities totaled $487.5 million during the nine months ended September 30, 2026, compared to net cash provided of $447.4 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 $535.8 million for the nine months ended September 30, 2026, an increase of $73.9 million when compared to $461.9 million in the corresponding 2025 period. This was due to the increase in activity across our business for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. 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 $48.3 million in cash flows during the nine months ended September 30, 2026, a $33.8 million unfavorable change as compared to the $14.5 million in cash flows used by working capital in the corresponding 2025 period.

Previous wording

Investing Activities**.**Net cash used by investing activities totaled $292.3 million during the six months ended June 30, 2026 compared to net cash used of $210.9 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 six months ended June 30, 2026 and 2025, we used cash for capital expenditures totaling $290.6 million and $343.9 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 $456.7 million during the nine months ended September 30, 2026 compared to net cash used of $44.4 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 nine months ended September 30, 2026 and 2025, we used cash for capital expenditures totaling $460.8 million and $553.9 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 $385.1 million during the six months ended June 30, 2026. During the six months ended June 30, 2026, we repaid $379.1 million of outstanding long-term debt.

Current wording

Financing Activities**.**Net cash used by financing activities totaled $492.4 million during the nine months ended September 30, 2026. During the nine months ended September 30, 2026, we repaid $484.0 million of outstanding long-term debt.