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Noble Corp plc

For the period ended Apr 29, 2026. Filed Mar 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 29, 2026 · Filed Mar 16, 2026

NE$40.87+2.5%Stored close · as of Nov 6, 2026
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Contents

Appendix AA-1

Table of ContentsAppendix

Compensation Committee Chairman’s Annual Statement:

Dear Shareholders:

I am pleased to present our Group’s Remuneration Report for 2025. This Remuneration Report is divided into three sections:

(A)this statement;

(B)information regarding the Directors’ remuneration policy setting out our policy on Directors’ remuneration, which was approved by the Board of Directors of the Company and will be submitted to a vote of shareholders at our 2026 Annual General Meeting to be held on 29 April 2026 (the “2026 AGM”) and, if approved, will take effect from the conclusion of the AGM and continue in effect until 31 December 2029, unless amended and approved by shareholders prior to such date; and

(C)the annual report on remuneration, which sets out Director remuneration and details the link between Group performance and remuneration for the financial year ended 31 December 2025. The annual report on remuneration, together with this statement, is subject to an advisory vote at our 2026 AGM.

Executing on Our Strategy

Noble’s ambition is to be “First Choice Offshore” with our stakeholders, including our customers, employees, and shareholders. Our deepwater and ultra-harsh environment jackup rigs comprise one of the most modern, capable, and highly utilised fleets in the industry. However, the organisational strength of our global workforce and culture are equally critical to maintaining the rigorous HSE, innovation, and efficiency standards that drive our continued commercial success with customers. Noble’s financial strategy remains simple and succinct: the cyclical nature of this industry supports the preservation of a conservative balance sheet and the maximisation of shareholder value by generating free cash flow, of which Noble strives to return the significant majority to shareholders via dividends and share repurchases. During calendar year 2025, Noble executed on this financial strategy by repurchasing $20.0 million of shares and returning an additional $317.6 million of capital via dividends ($2.00 per share).

We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across geographic regions and customers. The Company has a track record of industry-leading utilisation, coupled with a commitment to best-in-class safety performance and customer satisfaction. We strive to be the leader in industry innovation and a first-mover in sustainability.

2025 Remuneration Decisions

Considering our business strategy, the competitive market for talent, and a desire to keep pace with evolving standards for remuneration governance and best practices, the Compensation Committee of the Board of Directors (the “Compensation Committee”) took the following actions regarding executive director remuneration for fiscal year 2025:

CEO target cash remuneration: For 2025, the Compensation Committee chose to increase the CEO’s salary by 5.3% with effect from 1 February 2025 and to keep his target bonus opportunity unchanged from 2024.

CEO LTIP grants: In 2025, the Compensation Committee approved annual long-term incentive programme (“LTIP”) grants to our CEO consisting of performance-vested restricted unit awards (70%) and time-vested restricted unit awards (30%). For 2025, the Compensation Committee granted to our CEO LTIP awards with a targeted value in the middle range of our peer group.

Outlook for 2026

We believe our Executive Directors’ and Non-Executive Directors remuneration components and levels are appropriate for our industry to ensure the long-term success of the Group and provide a direct link to enhancing shareholder value. We will continue to monitor remuneration trends and developments in our industry and relevant sectors, the effectiveness of our programme with respect to our executives, and feedback from our shareholder outreach efforts, and will continue to consider, from time to time, whether to modify our programme as appropriate.

The members of the Compensation Committee are Alan J. Hirshberg, Patrice R. Douglas, and Charles M. Sledge.

Noble Corporation plc | 2026 Proxy StatementA-1

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Signed on behalf of the Board by:

Robert Eifler

12 March 2026

A-22026 Proxy Statement | Noble Corporation plc

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Noble Corporation Plc

Noble Corporation plc is a public limited company incorporated in England and Wales with its shares listed on the New York Stock Exchange (“NYSE”).

Directors’ Remuneration Policy

Our Directors’ Remuneration Policy (the “Remuneration Policy”) applies to our Executive Director, President and Chief Executive Officer (as well as any individual that may become an Executive Director while this policy is in effect), and our Non-Executive Directors.

Our Remuneration Policy for our Executive Director is primarily designed to:

attract and retain individuals with the skills and experience necessary to successfully execute Noble’s strategic business plan;

motivate individuals to achieve key strategic, operational, safety, and financial goals that will drive shareholder value while not subjecting the Group to excessive or unnecessary risk; and

align our Executive Director’s interests with those of our shareholders.

Consistent with this philosophy, we seek to provide total compensation packages that are competitive with those of the companies against which we compete on an operational basis and for key talent. In establishing our Remuneration Policy, the Compensation Committee, in connection with its independent compensation consultants, has also reviewed and considered various benchmarks and market reference points. A substantial portion of total compensation for our Executive Director is subject to Group, individual, and/or share price performance and is at risk of forfeiture.

The Committee may make minor amendments to the Remuneration Policy set out below (for regulatory, exchange control, tax, administrative, or similar purposes or to take account of a change in legislation) without obtaining shareholder approval for that amendment).

Remuneration Policy Approval

As required under the Companies Act 2006, the Remuneration Policy set out in this report has been approved by the Board of Directors of the Company and will be submitted to a vote of shareholders at the 2026 AGM on 29 April 2026 and, if approved, will take effect from the conclusion of the 2026 AGM and continue in effect until 31 December 2029, unless amended and approved by shareholders prior to such date.

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Compensation ComponentPurpose/Link to Noble’s Business StrategyHow Component OperatesMaximum Opportunity
Base Salary• Attract and retain high performing individuals • Reflect an individual’s skills, experience, and performance• Align with market value of role• Reviewed annually by the Compensation Committee. In establishing base salary levels and determining increases, the Compensation Committee considers a variety of factors including: (1) our compensation philosophy, (2) market and proxy compensation data, (3) competition for key Director-level talent, (4) the Director’s experience, leadership, and contributions to the Company’s success, (5) the Company’s overall annual budget for merit increases, and (6) the Director’s individual performance in the prior year.• If any adjustments are made, annual salary increases generally take effect in the first quarter of each year but could occur throughout the year if circumstances merit such an adjustment. Base salary is not subject to any clawback measures.• Annual increase will not ordinarily exceed 20% of prior year’s highest annualised base salary rate• Annual increase will ordinarily take account of increases for other employees unless there is a change in role or responsibility, though increases may be higher in certain circumstances • The Compensation Committee reserves a discretion to set base salary at a level it deems appropriate to reflect a material job promotion or a material increase in responsibility • The ordinary course base salary increases set out in this policy may be exceeded in respect of any individual hired from outside of the Company's Group and/or promoted within the Company's Group, or to the extent local market conditions reasonably require additional salary to be payable
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Compensation ComponentPurpose/Link to Noble’s Business StrategyHow Component OperatesMaximum Opportunity
Annual Bonus pursuant to Short-term Incentive Plan (“STIP”) or other Cash Awards• Attract and retain high performing individuals• Drive achievement of annual financial, safety, operational, sustainability, and strategic goals• Align interests and wealth creation with those of shareholders• Align with market value of role• Funding mechanism for the STIP linked directly to strategic, financial and/or operational performance (e.g., EBITDA, safety, etc.) determined annually.• Individual payouts will be based on a fixed pro rata share (based on an annually fixed bonus opportunity percentage) or other share of the aggregate funding pool and may also be subject to individual increase or decrease through the application of discretionary factors or financial, operational, and/or other company team or individual metrics (in each case having a weighting of up to 100%) key to the success of Noble.• Performance metrics and actual results used to determine STIP payouts will be disclosed in the Implementation Report of the Directors’ Remuneration Report in the year in which corresponding STIP payouts are made unless the metrics are considered commercially sensitive. All metrics will be measured on a no longer than one year basis.• Performance below a threshold level for strategic, operational, or financial goals will result in a $0 payout for these goals unless the Committee determines in its judgement to apply discretionary factors.• Payouts between threshold (which shall be set by the Compensation Committee from year to year within a range of 20%-60% of target) and a maximum level (which shall be set by the Committee from year to year within a range of 150%-250% of target) will be interpolated.• The Compensation Committee reserves the right in its discretion to adjust earned awards up or down, including to reduce any awards to nil (as the case may be).• Payments are intended to be made in cash, but can be settled in Company shares or a combination of cash and shares at the Compensation Committee’s discretion.• The Compensation Committee will assess the performance of our CEO and in the case of Executive Directors other than the CEO, if any, it will consider input from the CEO.• The treatment of STIP or other cash awards may differ from this policy if a change in control were to occur. This treatment is summarised in the Directors’ Remuneration Report.• STIP and other cash awards are subject to recoupment under the provisions of Section 304 of the Sarbanes-Oxley Act and any other policy assumed by the Company and would also be subject to any applicable legislation adopted during the time in which this policy is in effect. See “Clawback Provisions” below.• Cash awards outside the STIP will only be made in connection with recruitment, retention, promotion, special achievement, recognition, or inducement awards.• In the event the CEO or any other executive director has an employment agreement in existence as of the adoption of this policy, then the terms of such employment agreement shall apply with respect to the application of any STIP payment or term including with respect to modification of the requirement to be continuously employed through the STIP payment date.• STIP awards may not ordinarily exceed 300% of the individual's highest annualised base salary in effect for the fiscal year to which the performance targets relate• In exceptional circumstances, where a STIP award is used to facilitate the recruitment of an individual, excluding via the buy-out of awards which shall have no limit, or the retention, promotion or inducement of an individual, the limit set out in this policy above may be exceeded by up to 200%. The Compensation Committee will consider such market-based, individual-specific and such other factors it considers relevant in these circumstances.• In select cases (promotion, recruitment, retention, special achievement recognition), to secure the services of certain individuals, other cash awards outside of the STIP may be granted at the Compensation Committee’s discretion. These awards may not ordinarily exceed 300% of the individual’s base salary at the time of payment.
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Compensation ComponentPurpose/Link to Noble’s Business StrategyHow Component OperatesMaximum Opportunity
Long-term Incentives (“LTI”)• Equity awards awarded under the Noble Corporation plc 2022 Long-Term Incentive Plan, as may be amended or restated from time to time, or any such other applicable long-term incentive plan adopted from time to time (an “LTI Plan”)• Drive achievement of long-term strategic, operational, safety, sustainability, and financial goals• Align interests and wealth creation with those of shareholders• Attract and retain high performing individuals • Align with market value of role• Ordinarily, annual equity grants will include at least 50% performance-based awards. At present, these are delivered in the form of performance vested restricted stock units (“PVRSUs”), but in the future, they could include other types of incentive awards (such as, but not limited to, options or restricted stock units).• For performance-based awards, including PVRSUs, the Compensation Committee will use a combination of relevant metrics (the nature of which will be determined annually). The metrics used to determine performance (in each case having a weighting of up to 100%) may include (but will not be limited to) contract drilling margin, TSR (absolute or relative), and/or such other comparable financial or performance metrics as they see fit and the LTI Plan allows.• Payout schedule for performance metrics using a matrix scale of calculation will be established by the Compensation Committee and will range from 0% performance up to 250% of target for superior performance.• Payout schedule for performance metrics not using a matrix scale of calculation will be established by the Compensation Committee and will range from 0% for below-threshold performance (which shall be set by the Committee from year to year within a range of 20 - 60% of target) up to 250% of target for superior performance.• Percentile ranks, performance levels, and corresponding payout levels will be set by the Compensation Committee in its discretion.• Performance targets for financial metrics and actual results used to determine payouts (if applicable) for performance-contingent awards will be disclosed in the Implementation Report of the Directors’ Remuneration Report in the year in which corresponding payouts are made, unless the metrics remain sensitive at that time.• The performance targets for performance-based awards will ordinarily be measured over three financial years (or such longer or shorter performance period(s) as the Committee sees fit and the LTI Plan allows). Performance target metrics may, at the Committee's discretion, be capable of being satisfied before the end of the performance period(s).• Time-vested awards, including restricted shares or restricted stock units (“TVRSUs”) will be used by the Compensation Committee to (1) promote retention or induce employment, (2) reward individual and team achievement, and (3) align individuals with the interests of shareholders.• Vesting periods for all LTI awards will ordinarily be over at least three years (rateable or cliff) including, for the avoidance of doubt, annual vesting over a three-year period, from the grant date (or such longer or shorter vesting period(s) as the Compensation Committee sees fit and the LTI Plan allows).• Earned/vested amounts are intended to be delivered in Company shares, but can be settled in cash or a combination of cash and shares at the Compensation Committee’s discretion, subject to the terms of the LTI Plan.• If the Compensation Committee so determines, dividend equivalent rights will accrue during the vesting period of LTI awards and become payable in cash and/or additional Company shares when the vested LTI awards are settled, as the Committee sees fit and the LTI Plan allows.• Any outstanding LTI awards made prior to the approval of this policy by shareholders will continue to vest and be subject to the same performance conditions (if applicable) and other terms/conditions prevailing at the time of grant of such awards.• LTI awards are subject to recoupment under the provisions of Section 304 of the Sarbanes-Oxley Act and any other policy adopted by the Company and would also be subject to any applicable legislation adopted during the time in which this policy is in effect (see “Clawback Provisions” below).• This policy reserves the ability to use all aspects of the LTI Plan for awards made outside the annual equity grant program referenced above.• The target value of annual equity awards (calculated on the grant date based on commonly used valuation methods) may not ordinarily exceed 1,250% of the individual's highest annualised base salary for the fiscal year to which the award relates• In addition, in exceptional circumstances, such as but not limited to where the awards are used to facilitate the recruitment, retention, inducement, and special achievement of certain individuals, the target value of an equity award (calculated on the grant date based on commonly used valuation methods) may not ordinarily exceed 1,000% of the individual’s highest annualised base salary for the fiscal year to which the award relates. The Compensation Committee will consider market-based, individual-specific, and such other factors it considers relevant in these circumstances.• In the recruitment context, for the buy-out of previously granted incentive awards, the limit set out in this policy may be exceeded• For performance-contingent awards, such as PVRSUs, maximum payout will not ordinarily exceed 250% of target number of units/shares (or cash amount, if applicable) at end of performance period, plus any earned dividends or cash equivalents (if applicable on vested awards). Payouts for performance contingent awards may, at the Compensation Committee's discretion, be above or below the final calculation of relevant performance metrics relating to an LTIP award.• For all other LTI awards, maximum payout will be the original number of units/shares/options (or similar) granted at the end of vesting period plus any earned dividends or cash equivalents (if applicable, on vested awards)
A-62026 Proxy Statement | Noble Corporation plc

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Compensation ComponentPurpose/Link to Noble’s Business StrategyHow Component OperatesMaximum Opportunity
Benefits• Attract and retain high performing individuals• Align with market value of role • Align with market practice in country of residence• Executive Directors are provided with healthcare, life and disability insurance, and other employee benefits or programs (including, but not limited to, company cars, phones, computer equipment, travel, and home working expenses, allowances in lieu of car, or pension benefits). The majority of these employee benefits are provided on a non-discriminatory basis to all employees.• These and additional programmes are established to align with market practice/levels and, as such, may be adjusted in the discretion of the Compensation Committee from time to time.• Taxable benefits may not ordinarily exceed (in aggregate) 10% of annual base salary. The Compensation Committee reserves the discretion to exceed this limit as business requires.
Pension• Attract and retain high performing individuals• Align with market value of roleSalaried Employees’ Retirement Plan • Defined benefits provided in accordance with the terms of the previously adopted Salaried Employees’ Retirement Plan. • Benefits are accrued in the form of an annuity, providing for payments to an individual during retirement and in select cases to a designated beneficiary.• Payments may be made in a single lump-sum, a single life annuity, and several forms of joint and survivor elections.• Benefits are determined in accordance with the plan’s terms and consider an individual’s average compensation and years of service at Noble.• Only available to employees hired originally on or before 31 July 2004.• No future benefit accruals under the plan.Retirement Restoration Plan • Unfunded, nonqualified plan that provides the benefits under the Salaried Employees’ Retirement Plan’s benefit formula that cannot be provided by the Salaried Employees’ Retirement Plan because of the annual compensation and annual benefit limitations applicable to the Salaried Employees’ Retirement Plan under the Code.• Only available to employees hired originally on or before 31 July 2004.• No future benefit accruals under the plan.• The maximum benefit under the pension plans is determined pursuant to the terms of the pension plans in effect as of the effective date of this policy (subject to adjustment as provided in the applicable plan)
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Compensation ComponentPurpose/Link to Noble’s Business StrategyHow Component OperatesMaximum Opportunity
Other Retirement Programmes• Attract and retain high performing individuals• Align with market value of role401(k) Savings Plan or overseas equivalent (as applicable)• Qualified plan that enables qualified employees, including Executive Directors, defined contribution to save for retirement through a tax-advantaged combination of employee and Company contributions• Matched at the rate of $1.00 or $1.00, up to 6% of Basic Compensation. Fully vested after one year of service or upon retirement, death, or disability.Profit Sharing Plan• Qualified defined contribution plan available for US employees• Any contribution at Board of Directors’ discretion. Fully vested after one year of service or upon retirement, death, or disability.Other• The Company may adopt and/or offer participation to employees in other retirement, pension, or similar programs pursuant to which employee and employer pension contributions or similar retirement benefits are made or paid.• 401(k) plan: Maximum amounts governed by the applicable laws and regulations of the United States of America• Profit sharing plan: Not to exceed 10% of covered compensation• Maximum amounts under other plans adopted by the Company from time to time will be governed by the applicable laws and regulations of the jurisdictions concerned
Relocation/Expatriate Assistance (if applicable)• Ensure Noble is able to attract high calibre talent regardless of business location• Provide career and/or personal development options and potentially help retain the services of individuals already employed by the Company• Align with market value of role• Align with market practice in country of residence• Executive expatriate benefits will be paid if determined to be required for competitive purposes and will be set to be broadly consistent with market practice. These benefits may consist of:− Housing allowance− Foreign service premium− Goods and services differential allowance− Car allowance− Reimbursement or payment of school fees for eligible dependents to age 19− Annual home leave allowance− Tax equalisation payments (calculated on a grossed-up basis)− Tax preparation services• Relocation assistance for expatriates is provided comparable to general market practice. Assistance includes (provided to non-Director level employees also): − Standard outbound services, such as “house hunting” trips and shipment of personal effects − Temporary housing− Temporary relocation assistance• Future expatriate benefits and relocation assistance could include other components not included in the above.• There are a number of variables affecting the amount that may be payable, but the Compensation Committee would pay no more than it judged reasonably necessary in light of all applicable circumstances• Maximum expatriate/relocation assistance not to exceed types of benefits described and/or used by comparable companies. The maximum tax equalisation payment (on a grossed-up basis) shall be calculated by reference to the maximum amount permitted under this policy for each component of compensation (except upon a change in control, in which case amounts would be calculated in accordance with the terms of the applicable agreement).
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Historic Arrangements

The Compensation Committee reserves the right to make remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) that are not in line with the Remuneration Policy where the terms of the payment were agreed (i) before the Company’s first shareholder-approved directors’ remuneration policy came into effect; (ii) before this Remuneration Policy came into effect if the terms were in line with the Company’s shareholder-approved directors' remuneration policy in force at the time those terms were agreed to; or (iii) at a time when the relevant individual was not a director of the Company and, in the opinion of the Compensation Committee, the payment was not in consideration for the individual becoming a director of the Company. For these purposes, “payments” includes the Compensation Committee determining and paying short-term and long-term incentive awards of variable remuneration.

Remuneration Arrangements for Other Employees

Differences in the pay practices for Executive Directors and other employees in the Group generally reflect differences in market practice, taking into account the scope of the role, level of experience, responsibility, and individual performance. Non-Director level employees are eligible to participate in the Group's annual and long-term incentive programmes, where applicable. Participation, award opportunities, and specific performance conditions vary by level within the Company, with corporate and business division metrics incorporated as appropriate.

Illustration of Application of Remuneration Policy

The estimated remuneration amounts received by the Executive Directors, which currently only includes our President and Chief Executive Officer, for 2026 are shown in the following graph.

Illustrative Compensation of President & CEO

Notes to Graph

Definitions and assumptions used in compiling the chart illustrations are:

Amounts in the left-hand graph are shown in thousands.

Salary: Reflects 2026 base salary. There is no change in this amount between the performance level scenarios.

Benefits: Sum of Company-paid benefits expected for 2026 include medical and dental, savings plan contributions, and business travel and accident insurance.

Bonus: Reflects potential payments under the Short-term Incentive Plan (“STIP”) based on 2026 Noble scorecard.

Long-term Incentive (“LTI”) Awards: Time vested restricted stock units (“TVRSUs”) are shown at grant date value; performance vested restricted stock units (“PVRSUs”) reflect grant date value at “threshold”, “target”, or “maximum”, as applicable. These values do not represent actual amounts that an Executive Director will

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receive as the (i) TVRSUs vest ratably over a three-year period and (ii) PVRSUs vest, only to the extent earned, at the end of a three-year performance period.

Threshold Performance pay out: Includes sum of salary, benefits, pension, and TVRSUs plus:

annual bonus paid at threshold amount (being 50% for the 2026 STIP), and

PVRSUs, at threshold payout.

Target Performance pay out: Includes sum of salary, benefits, pension, and TVRSUs plus:

annual bonus paid at target amount (being 100% for the 2026 STIP), and

PVRSUs, at target payout.

Maximum Performance pay out: Includes sum of salary, benefits, pension, and TVRSUs plus:

annual bonus paid at maximum amount (being 200% for the 2026 STIP), and

PVRSUs, at maximum payout. Share price growth beyond the goal set to achieve maximum payout will not have any further impact on the PVRSU payout.

Recruitment of Executive Directors

The remuneration package for a new Executive Director will be set in accordance with the terms of the Remuneration Policy in force at the time of appointment or hiring. In order to successfully facilitate recruitment of high calibre talent from outside of Noble, the limits in this policy, if any, with respect to annual base salary, STIP or other cash awards, LTI, or other equity awards do not apply except as set forth above. In addition, to facilitate the recruitment of an individual to an Executive Director position, the Compensation Committee can use cash and/or LTI or equity awards to buy-out previously granted incentive awards, and no limits will apply under this policy.

In the case of an internal appointment/promotion of an individual to an Executive Director position, the Compensation Committee reserves discretion to set base salary at a level it deems appropriate to reflect the material increase in scope and responsibility, set out above. In addition, STIP, cash awards, or LTI or equity awards may be granted as inducement awards at the Compensation Committee’s discretion. These STIP, cash awards, or LTI or equity grants used as inducement awards may exceed the limit set forth in this policy.

For external hires and internal appointments, the Compensation Committee may agree that the Group will meet certain relocation expenses, as appropriate and within the limits set by the Compensation Committee. The Committee believes it needs to retain the flexibility set forth in this policy to ensure that it can successfully secure the services of individuals with the background, experience, and skill sets needed to lead a company of the size and scope of Noble. In all cases, the Compensation Committee will consider market-based and individual-specific factors when making its decisions.

Loss of Office Payments

The Group’s general policy is that Executive Directors should be employed on an “at will” basis. The Compensation Committee may vary these terms if the particular circumstances surrounding the appointment of a new Executive Director require it (in accordance with the policy on the appointment of new Executive Directors above), including for compliance with local laws. In particular, the Compensation Committee may determine that these terms may vary substantially where it is necessary or desirable to recruit in a market in which “at will” employment terms are not competitive.

In particular, Robert W. Eifler's loss-of-office remuneration arrangements as set out below in the Executive Director Severance Arrangement section, shall be permitted. Vesting of awards under the LTI Plan may accelerate on loss of office in accordance with the Executive Directors' LTI award agreements.

In addition, the Compensation Committee may approve other loss-of-office compensation arrangements including, without limitation, in consideration for a release of claims, settlement of employment-related disputes or potential disputes, settlement of shareholder or option holder disputes or potential disputes, payment of, or settlement in lieu of, damages, payments for enhanced post-termination restrictive covenants, confidentiality obligations or other undertakings, or for cooperation, handover, or transitional assistance. The Compensation Committee will aim to ensure that such remuneration is appropriate, fair, and reasonable in the context of the jurisdiction in which it is paid.

A-102026 Proxy Statement | Noble Corporation plc

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Clawback Policy

The Group has implemented a Clawback Policy satisfying the NYSE listing standards. In addition, Section 304 of the Sarbanes-Oxley Act of 2002 generally requires US-listed public company chief executive officers and chief financial officers to disgorge bonuses, other incentive- or equity-based compensation, and earnings on sales of company stock that they receive within the 12-month period following the public release of financial information if there is a restatement because of material noncompliance, due to misconduct, with financial reporting requirements under the federal securities laws. The compensation of Directors of the Group would also be subject to any clawback provision or policy adopted under any applicable legislation. A copy of the Company’s Clawback Policy is available in our filings with the US Securities and Exchange Commission which can be accessed through our website, www.noblecorp.com.

Consideration of Employment Conditions and Consultation with Employees

The Group did not contact its employee population with regard to this specific Policy; however, the Group contacts the broader employee population with regard to the Group’s executive remuneration programme generally. The Compensation Committee considers a variety of factors when determining the Remuneration Policy, which may include (but not be limited to) (i) the average and range of base salary increases provided to non-Director employees, (ii) remuneration arrangements covering variable pay and benefits for all employees, (iii) recent trends in talent attraction and retention affecting the Group and the broader energy sector, and (iv) employment conditions for the broader employee population. In addition to these considerations, the Compensation Committee believes that the Remuneration Policy for Executive Directors is necessary to reflect the increased qualifications and level of responsibility of the position relative to the typical employee. The primary area of policy differentiation is the increased emphasis on performance-based remuneration for Executive Directors relative to the broader employee population.

Consideration of Shareholder Views

The Group has historically consulted with shareholders regarding executive remuneration. The Compensation Committee considered such feedback in designing the Company's remuneration programme. The Policy reflects this historic shareholder input.

Noble are committed to continued engagement between shareholders and the Group to fully understand and consider shareholders’ input and concerns.

Compensation Policy for Non-Executive Directors

As of the effective date of the Remuneration Policy, all of our Directors, with the exception of our President and Chief Executive Officer, are Non-Executive Directors. The Group believes that the following programme and levels of remuneration are necessary to secure and retain the services of individuals possessing the skills, knowledge, and experience to successfully support and oversee the Group as a member of our Board of Directors. Our Non-Executive Directors will only receive remuneration for those services outlined in the Remuneration Policy. There are no contracts or agreements that provide guaranteed amounts payable for service as a Non-Executive Director of Noble, and there are no similar arrangements that provide for any guaranteed remuneration (other than for any accrued amounts, if applicable, for services rendered as a Non-Executive Director) upon a Non-Executive Director’s termination of service from our Board of Directors.

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Compensation ComponentPurpose/Link to Noble’s Business StrategyHow Component OperatesMaximum Opportunity
Annual Retainer• Attract and retain Non-Executive Directors with a diverse set of skills, background, and experience• Align with market value of role• Align with market value of role• Reviewed annually by the Compensation Committee and the Board, in consultation with the Compensation Committee’s independent compensation advisors• Market data from the peers is taken into consideration as part of this review• Paid in cash• Not to ordinarily exceed $300,000 per year• Not to ordinarily exceed an additional $500,000 per year for a Non- Executive Chairperson• The Compensation Committee has discretion to exceed these limits if appropriate.
Board and Compensation Committee Meeting Fees• Attract and retain Non-Executive Directors with a specialised set of skills, background, and experience• Recognise time devoted to serving Company• Align with market value of role• Reviewed annually by the Board• Market data from the peers is taken into consideration as part of this review• Paid in cash• Not to exceed $5,000 per meeting if no long-distance travel is required, or $9,000 per meeting if long distance travel is required. “Long distance travel” for these purposes means a transatlantic flight or other journey of a similar length.
Lead Independent Director and Compensation Committee Chairperson Fees• Attract and retain Non-Executive Directors with a specialised set of skills, background, and experience• Recognise additional time and responsibility associated with role• Align with market value of role• Reviewed annually by the Board• Market data from the peers is taken into consideration as part of this review• Paid in cash• Lead Independent Director: if appointed, not to ordinarily exceed $50,000 per year• The Compensation Committee has discretion to exceed these limits if appropriate
Annual Equity Award• Attract and retain Non-Executive Directors with a diverse set of skills, background, and experience• Align with market value of role• Reviewed annually by the Board• Market data from the peers is taken into consideration as part of this review. Paid in shares or cash (or a combination thereof).• Not to ordinarily exceed $600,000 per year at time of grant (based on commonly used valuation methods)• Amount subject to increase if the above-described cash compensation is reduced or eliminated; cash compensation subject to increase in the event equity- based compensation is reduced or eliminated
Benefits• Facilitate Non-Executive Directors’ attendance at meetings• Align with market value of role• Includes travel and other relevant out-of-pocket expenses incurred in conjunction with meeting attendance or meeting locations for other company business• Limited to out-of-pocket expenses incurred. These amounts will vary based on meeting/business location and duration of stay.
Tax Equalisation• Facilitate Non-Executive Directors’ attendance at meetings• Align with market value of role• Eligible for tax equalisation payment (calculated on a grossed-up basis) if individual income taxes (or equivalent) on the above compensation and benefits are higher than income taxes owed on such compensation and benefits in country of residence (for example, but not limited to individuals who are liable to pay tax in Denmark and Norway). Payments may be made to cover international currency exchange costs.• Not to ordinarily exceed $250,000 per year ($350,000 for the Non- Executive Chairperson) (calculated on a grossed-up basis)
A-122026 Proxy Statement | Noble Corporation plc

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Annual Report on Remuneration

Shareholder Votes on the Remuneration Policy and the Directors Remuneration Report

The 2024 Directors’ Remuneration Report was approved by shareholders at the 2025 Annual General Meeting held on 8 May 2025. The 2024 Directors’ Remuneration Report received a 97.47% approval, with 0.16% of shareholders abstaining. The existing Remuneration Policy was approved by shareholders at the 2023 Annual General Meeting held on 2 May 2023. The Remuneration Policy received a 98.96% approval, with 0.42% of shareholders abstaining. The Remuneration Policy set out in this report has been approved by the Board of Directors of the Company and will be submitted to a vote of shareholders at the 2026 AGM and, if approved, will take effect from the conclusion of the 2026 AGM and continue in effect until 31 December 2029, unless amended and approved by shareholders prior to such date.

The following is provided on an audited basis.

2025 Remuneration of Executive Director

The following table presents the remuneration of our Executive Director for the full year ended 31 December 2025:

Salary and feesAll taxable benefitsMoney or other assets received/receivable for the relevant financial year (1)Money or other assets received/receivable for more than one financial year (2)Pension related benefits (3)TotalTotal fixed remunerationTotal variable remuneration
20252025202520252025202520252025
$$$$$$$$
Robert W. Eifler995,83335,1821,488,6518,761,39421,00011,302,0601,052,01510,250,045

(1)STIP payment attributable to 2025 performance. No amount of the award is attributable to share price appreciation and no amount was deferred.

(2)The amounts disclosed in this column represent the value of restricted shares that vested during the year ended 31 December 2025 as well as the payment of dividends accrued during the vesting period and paid at the time of vesting. The value of restricted shares vesting is based on the average of the high and low share price on the applicable vesting date as detailed below:

Vesting DateShares VestingShare Price on VestingTotal Value of Shares VestingAccrued Dividends PaidTotal
#$$$$
26 January 202516,98033.45567,98130,564598,545
30 January 2025185,51332.406,010,621463,7836,474,404
3 February 202549,70431.471,564,185124,2601,688,445

(3)The amount disclosed in this column represent Company matching contributions to the Noble Services Company LLC 401(k) and Profit Sharing Plan, a tax qualified defined contribution plan.

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2024 Remuneration of Executive Director

The following table presents the remuneration of our Executive Director for the full year ended 31 December 2024:

Salary and feesAll taxable benefits (1)Money or other assets received/receivable for the relevant financial year (2)Money or other assets received/receivable for more than one financial year (3)Pension related benefits (4)Total (5)Total fixed remuneration (5)Total variable remuneration (5)
20242024202420242024202420242024
$$$$$$$$
(Restated) · (Restated) · (Restated) · (Restated) · (Restated) · (Restated)
Robert W. Eifler941,667689,5641,346,15064,943,86420,70067,941,9451,651,93166,290,014

(1)The amount shown for 2024 has been reduced to reflect the reclassification of amounts contributed tothe Noble Services Company LLC 401(k) Plan, a tax qualified defined contribution plan in 2024 ($20,7000) to the “All taxable benefits” column and to report accrued dividends paid in 2024 in the “Money or other assets received/receivable for more than one financial year” column ($1,041,013).

(2)STIP payment attributable to 2024 performance. No amount of the award is attributable to share price appreciation and no amount was deferred.

(3)Theamount shown for 2024 has been revised to reflect a correction to the value in the “Money or other assets received/receivable for more than one financial year” column reported in the previous year’s disclosure. The 2024 amount has been updated to report the value of restricted shares that vested during the year ended 31 December 2024 as well as the payment of dividends accrued during the vesting period and paid at the time of vesting. The previously disclosed value reflected the grant date fair value of the 2024 award and dividends that accrued during the vesting period. The 2024 value of restricted shares that vested is based on the average of the high and low share price on the applicable vesting date as detailed below:

Vesting DateShares VestingShare Price on VestingTotal Value of Shares VestingAccrued Dividends PaidTotal
#$$$$
5 February 20241,437,45842.9661,753,1961,006,22162,759,417
7 February 202449,70343.252,149,65534,7922,184,447
63,902,8511,041,01364,943,864

(4)The amount shown for 2024 was revised to reflect Company matching contributions to the Noble Services Company LLC 401(k) Plan, a tax qualified defined contribution plan in 2024. This amount was previously reported in the “All taxable benefits” column.

(5)The totals shown for 2024 have been updated to reflect the restated amounts for taxable benefits, value ofmoney or other assets received/receivable for more than one financial year, and pension related benefits reported in the previous year’s disclosure. Total remuneration in 2024, based on the restated values described above, increased by $54,969,749 compared to the amount previously disclosed.

For further reference, the values included in the 2024 disclosure for our Executive Director’s 2023 compensation have also been recalculated to reflect the following: (i) reduction in the “All taxable benefits” column for Company matching contributions to the Noble Services Company LLC 401(k) Plan with a corresponding increase in the same value in the “Pension related benefits” column; and (ii) a change in the amount disclosed in the “Money or other assets received/receivable for more than one financial year” column to reflect the value of shares vesting in 2023 rather than the grant date value. The restated 2023 Remuneration of our Executive Director is as follows:

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Salary and feesAll taxable benefitsMoney or other assets received/receivable for the relevant financial yearMoney or other assets received/receivable for more than one financial yearPension related benefitsTotalTotal fixed remunerationTotal variable remuneration
$$$$$$$$
883,333368,1201,653,7507,700,73917,00010,622,9421,268,4539,354,489

2025 Remuneration of Non-Executive Directors

The amounts shown in the table below are for the full year ended 31 December 2025:

Non-Executive DirectorSalary and FeesAll taxable benefits (2)Money or other assets received/receivable for the relevant financial yearMoney or other assets received/receivable for more than one financial year (3)Pension related benefitsTotalTotal fixed remunerationTotal variable remuneration
$$$$$$$$
Patrice R. Douglas (1)120,000——64,342—184,342120,00064,342
Claus V. Hemmingsen (1)148,4844,280—159,612—312,376152,764159,612
Alan J. Hirshberg (1)130,0004,120—159,612—293,732134,120159,612
Kristin H. Holth (1)132,0003,756—159,612—295,368135,756159,612
H. Keith Jennings (1)133,984——159,612—293,596133,984159,612
Alastair J. Maxwell (1)50,9843,574—306,159—360,71754,558306,159
Ann D. Pickard (1)46,0714,354—306,159—356,58450,425306,159
Charles M. Sledge (1)191,484——211,465—402,949191,484211,465
Total953,00720,084—1,526,573—2,499,664973,0911,526,573

(1)The amounts shown in the above table are for the full year ended 31 December 2025 and includes payments to the directors as a result of their directorship of Noble Corporation plc. Mr. Maxwell and Ms. Pickard ceased to serve as Directors as of 8 May 2025.

(2)The amounts disclosed in the column represent the fees paid by the Company to provide tax services to the Non-Executive Directors to assist with complex international tax filing requirements related to attending Board meetings in various international locations.

(3)The amounts disclosed in this column represent the value of restricted shares that vested during the year ended 31 December 2025 as well as the payment of dividends accrued during the vesting period and paid at the time of vesting. The value of restricted shares vesting is based on the average of the high and low share price on the applicable vesting date as detailed below:

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Non-Executive DirectorVesting DateShares VestingShare Price on VestingTotal Value of Shares VestingAccrued Dividends PaidTotal
# · $ · $ · $ · $
Patrice R. Douglas4 September 20252,12728.2560,0884,25464,342
Claus V. Hemmingsen26 January 20254,52833.45151,4628,150159,612
Alan J. Hirshberg26 January 20254,52833.45151,4628,150159,612
Kristin H. Holth26 January 20254,52833.45151,4628,150159,612
H. Keith Jennings26 January 20254,52833.45151,4628,150159,612
Alastair J. Maxwell26 January 20254,52833.45151,4628,150159,612
Alastair J. Maxwell8 May 20256,12323.43143,4623,062146,524
Ann D. Pickard26 January 20254,52833.45151,4628,150159,612
Ann D. Pickard8 May 20256,12323.43143,4623,062146,524
Charles M. Sledge26 January 20255,99933.45200,66710,798211,465

The amounts shown in the table below are for the full year ended 31 December 2024:

Non-Executive DirectorSalary and FeesAll taxable benefitsMoney or other assets received/receivable for the relevant financial yearMoney or other assets received/receivable for more than one financial year (2)Pension related benefitsTotalTotal fixed remunerationTotal variable remuneration
$$$$$$$$
(Restated) · (Restated) · (Restated) · (Restated)
Patrice R. Douglas (1)36,196————36,19636,196—
Claus V. Hemmingsen (1)178,000——218,432—396,432178,000218,432
Alan J. Hirshberg (1)170,000——218,432—388,432170,000218,432
Kristin H. Holth (1)168,000——218,432—386,432168,000218,432
H. Keith Jennings (1)170,000——31,379—201,379170,00031,379
Alastair J. Maxwell (1)162,000——218,432—380,432162,000218,432
Ann D. Pickard (1)168,940——218,432—387,372168,940218,432
Charles M. Sledge (1)265,000——289,411—554,411265,000289,411
Total1,318,136——1,412,950—2,731,0861,318,1361,412,950

(1)The amounts shown in the above table are for the full year ended 31 December 2024 and includes payments to the directors as a result of their directorship of Noble Corporation plc. Ms. Douglas’ amounts are prorated as she began service as a Non-Executive Director on 4 September 2024.

(2)Theamounts shown for 2024 have been revised to reflect a correction to the value in the “Money or other assets received/receivable for more than one financial year” column reported in the previous year’s disclosure. The 2024 amount has been updated to report the value of restricted shares that vested during the year ended 31 December 2024 as well as the payment of dividends accrued during the vesting period and paid at the time of vesting. The previously disclosed values reflected the grant date fair value of the 2024 awards and the value of dividends accrued during the vesting period. The 2024 value of restricted shares that vested is based on the average of the high and low share price on the applicable vesting date. Based on the restated values described above, total remuneration changed for each of our Non-Executive Directors compared to the amount previously disclosed as follows: Ms. Douglas—decrease of $78,635; Mr. Hemmingsen—increase of $7,065; Mr.

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Hirshberg—increase of $7,065; Ms. Holth—increase of $7,065; Mr. Jennings—decrease of $181,105; Mr. Maxwell—increase of $7,065; Ms. Pickard—increase of $125; and Mr. Sledge—increase of $9,378.

Our Non-Executive Directors will only receive remuneration for those services outlined in our Directors’ Remuneration Policy, which was approved by our shareholders at the 2023 AGM held on 2 May 2023. There are no contracts or agreements that provide guaranteed amounts payable for service as a Non-Executive Director of Noble Corporation plc, and there are no similar arrangements that provide for any guaranteed remuneration (other than for any accrued amounts, if applicable, for services rendered as a Non-Executive Director) upon a Non-Executive Director’s termination of service from our Board of Directors.

Performance Against Targets for STIP for our Executive Director

Our strategic objectives commit us to a balance of short-term goals and long-term ambitions. In order to assess delivery against these strategic objectives, we track progress against a number of financial and non-financial targets (Noble Scorecard). Importantly, those targets are used to assess the pay-out under the STIP annually. This ensures the alignment of our Executive Management with the interests of our shareholders.

In 2025, we continued to sponsor our STIP (approved by the Compensation Committee in January 2025), providing target incentive opportunities as a percentage of base salary that could pay out above or below target) based on the Noble Scorecard.

The 2025 scorecard incorporated financial and non-financial targets as set out below. All amounts paid under the STIP in 2025 were based on our company-wide performance against those targets.

The calculation of the performance components of the STIP and the aggregate STIP award paid to the Executive Director for 2025 are shown below:

2025 STIP Scorecard · Payout Targets · Payout
ObjectivesMeasureWeightThreshold (50%)Target (100%)Maximum (200%)Actual ResultsFactorMultiple
Financial MeasureNormalized Cash Generation (1)70%$280 mm$373 mm$466 mm$403 mm1.320.93
Customer SatisfactionBased on Customer QPR (2)15%5.96.36.76.4751.440.22
Safety Performance (3)Consequence Severity Index15%1,4791,1838879281.86—
Award Factor1.15

(1)Normalized Cash Generation is defined by adjusted EBITDA minus capital expenditures, net interest expense, cash taxes, and cost to achieve synergies, adjusted for any non-recurring items. Cash flow figures presented above conform with accounting principles generally accepted in the United States (“US GAAP”).

(2)Customer Satisfaction is measured by the average score from customer feedback in the Quarterly Performance Review (“QPR”) from all rigs in operation.

(3)The Compensation Committee reduced the payout for achievement in Safety Performance to zero for the 2025 STIP due to a significant recordable safety incident in the first quarter of the year.

YearSalary and Fees (1)STIP TargetMultiplierTotal STIP Payout
$ · $
2025995,883130%1.151,488,651

(1)The amount in this column represents salary paid in 2025. The STIP payout calculation is prorated based on our Executive Director’s salary adjustment from $950,000 to $1,000,000 that was effective on 1 February 2025.

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Long-term Incentive Plan Granted in 2025 for our Executive Director

In 2025, our CEO received an LTIP grant in the form of performance-vested restricted unit awards (70%) (PVRSUs) and time vested restricted unit awards (30%) (TVRSUs). The number of units underlying the total award was determined using a 7-trading day trailing VWAP as of the grant date, 3 February 2025.

Scheme Interest Type · Type of Interest Awarded · End of Performance Period · Target Award · Potential Amount Vesting
Minimum Performance (% of Scheme Interests) · Maximum Performance (% of Scheme Interests)
$
LTIPTVRSU (1)3/2/20282,456,894N/AN/A
LTIPPVRSU (2)31/12/20286,293,732—%200%

(1)Grant of 78,071 TVRSUs. The grant has been valued using the grant date value, which is the average of the high and low share price on the NYSE ($31.47) on the grant date, 3 February 2025.

(2)Grant of 182,163 PVRSUs. Values are based on target achievement level of non-market based performance metrics using the average of the high and low share price on the NYSE on the grant date of 3 February 2025 ($31.47) and, with respect to the market conditions, a Monte Carlo grant date valuation of $37.63.

Time-Vested Restricted Stock Unit Awards for our Executive Director

The following table presents information regarding the TVRSUs outstanding at the beginning and end of the year ended 31 December 2025 for our Executive Director:

Award DateEnd of Vesting Period (1)Unvested RSUs Outstanding at 1/1/2025RSUs GrantedRSUs VestedRSUs ForfeitedUnvested RSUs Outstanding at 31/12/2025Market Price Per Share on Grant Date (2)Market Value Per Share on 2025 Vesting Date (3)Value on 2025 Vesting Date
$ · $ · $
3/2/20233/2/202641,750—20,875—20,87539.3131.47656,936
26/1/202426/1/202750,940—16,980—33,96044.8833.45567,981
3/2/202526/1/2028—78,071——78,07131.47N/AN/A
Total92,69078,07137,855—132,9061,224,917

(1)TVRSUs vest ratably over a three-year period.

(2)Average of the high and low share price on the NYSE on the grant date.

(3)Average of the high and low share price on the NYSE on the vesting date.

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Performance-Vested Restricted Stock Unit Awards for our Executive Director

The following table presents information regarding the PVRSUs outstanding at the beginning and end of the year ended 31 December 2025 for our Executive Director:

Measurement Period · Settlement Date (1) · Unvested PVRSUs Outstanding at 1/1/2025 · PVRSUs Granted · PVRSUs Vested (2) · PVRSUs Forfeited · Unvested PVRSUs Outstanding at 31/12/2025 (3) · Fair Value Per Share on Grant Date (4) · Market Value Per Share on Settlement Date (5) · Value on Settlement Date
Target · Max · $ · $ · $
2023-202512/2/202693,937—113,663———59.0142.104,785,212
2024-202626/1/2027118,860———118,860237,72051.22N/AN/A
2025-20273/2/2028—182,163——182,163364,32637.63N/AN/A
Total212,797182,163113,663—301,023602,0464,785,212

(1)PVRSUs vest, if at all, at the end of the three-year measurement period to which they relate. However, they are not settled until the scorecard is finalised and approved by the Compensation Committee.

(2)The number of PVRSUs vested is shown based on actual performance. See further details below regarding certified result for the 2023 PVRSU grant.

(3)PVRSUs are awarded at the target level and also shown here at maximum performance level.

(4)The fair value per share is based on a Monte Carlo grant valuation as well as the average of the high and low share price on the NYSE on the grant date.

(5)Market value per share is based on an average of the high and low share price on the NYSE on the settlement date.

Performance Against Targets for LTIP Vesting for our Executive Director

For 2025, PVRSUs constituted 70% of the annual award value. They will settle based on the achievement of specified corporate performance criteria over a three-year performance cycle. Generally, the number of PVRSUs that will settle, if any, is determined after the end of the applicable performance period and any PVRSUs that do not vest are forfeited. Upon settlement, PVRSUs convert into unrestricted shares. In setting the target number of PVRSUs, the Compensation Committee takes into consideration:

market data;

the award's impact on total remuneration;

the performance of the executive during the last completed year; and

the potential for further contributions by the executive in the future.

The Compensation Committee approved the target award levels in the tables below because it believes that if the Company performs at or above the mid-range relative to the companies in our Peer Group, remuneration levels should be commensurate with this performance. If the Company performs below this level, our remuneration levels should be lower than the mid-range. The maximum number of PVRSUs that can be awarded is 200% of the target award level.

The certified performance against the respective targets will determine the percentage of PVRSUs that will vest. In each case, the Company must exceed a threshold performance level in order for any of the PVRSUs to vest.

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2025 PVRSU Performance Payout Scale for our Executive Director

The performance payout scale in the table below is applicable to grants made in 2025 for the 2025-2027 performance cycle.

Goal50% Threshold100% Target200% MaximumWeighting
Total Shareholder Return (“TSR”) (1)See matrix (1)See matrix (1)See matrix (1)50.0%
Return On Invested Capital (“ROIC”) (2)7%10%13%40.0%
ESG - Reduce CO2 Emissions (3)(-11%)(-12%)(-13%)5.0%
ESG - Achievement of Sustainability Objectives (3)Qualitative Determination by Compensation Committee (3)5.0%

(1)Absolute TSR (“ATSR”) and relative TSR (“RTSR”) over the three-year performance period are assessed under the matrix shown below. For RTSR, performance will be assessed against the TSR Peer Group(4). For purposes of the TSR calculations, the starting price is the volume weighted average share price for the 7-trading days prior to 1 January 2025 ($29.68) and the ending price will be calculated using the volume weighted average price over the 7-trading days period preceding the end of the performance period.

ATSR CAGR · RTSR Percentile
5th · 4th · 3rd · 2nd · 1st
15%100%125%150%175%200%
10%75%87.5%100%125%150%
5%50%62.5%75%87.5%100%
≤ 0%0%25%50%62.5%75%

(2)ROIC is defined as Earnings Before Interest and Taxes minus Cash Taxes divided by the sum of Average Shareholder Equity at the beginning and the end of the performance period and Average Net Debt measured at the beginning and end of the performance period.

(3)ESG Performance consists of two metrics, continued reduction of CO 2 emissions compared to our 2021 baseline emissions and achievement of the 14 sustainability initiatives as published in our Sustainability Report. Performance achievement will be measured qualitatively by the Compensation Committee and selected at its discretion.

(4)The TSR Peer Group includes the following companies: Transocean Ltd., Seadrill Limited, Valaris Limited, and the PHLX Oil Service Sector Index.

2023 PVRSU Payout

The 2023 PVRSUs that were granted on 3 February 2023 vested on 31 December 2025 and settled in February 2026.

The 2023 PVRSUs performance metrics were based on the achievement of TSR performance targets, realization of merger synergies as a result of the Business Combination with Maersk Drilling in September 2022, achievement of Free Cash Flow, and rig utilization targets as well as ESG performance.

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The 2023 PVRSUs vested at 121% of target and were settled on 12 February 2026 based on the following performance achievements:

Performance MetricTargetActual PerformanceWeightFactorMultiple
Total Shareholder Return (“TSR”) (1)See footnote (1)RTSR - 28.6th percentileATSR - 0%33.33%0.50.17
Merger Integration - Synergy Realization (2)$125M$173M33.34%1.780.59
Free Cash Flow (3)See footnote (3)$6.05/share16.67%1.010.17
Total Utilization (4)See footnote (4)>75%8.33%1.500.12
ESG Metrics (5)Qualitative AssessmentOutstanding8.33%1.90.16
Total1.21

(1)Absolute TSR (“ATSR”) and relative TSR (“RTSR”) over the three-year performance period were assessed under the matrix shown below. For RTSR, performance was assessed against the TSR Peer Group. For purposes of the TSR calculations, the starting price was the 20-day average stock price prior to the beginning of the performance period ($36.10) and the ending price was the average stock price for the last 20 trading-days at the end of the performance period ($29.79).

ATSR · RTSR Percentile
≤ 25th · 25th < > 75th · ≥75th
15%100%150%200%
10%75%100%150%
5%50%75%100%
≤ 0%0%50%75%

(2)Merger Integration Synergy Realization achievement was based on synergies realized in connection with the Business Combination with Maersk Drilling in September 2022, measured as of 31 December 2024. An additional multiplier of 1.25x applied to the performance achievement factor as a result of the Company achieving synergies of at least $125 million prior to 30 June 2024.

(3) Free Cash Flow achievement was assessed under the matrix shown below. Achievement was measured based on the sum of the free cash flow per share of the Company, achieved each year, over the 3-year performance period. The final Free Cash Flow performance score was calculated using the following as reported in our annual Form 10-K filing: Net cash provided by (used in) operating activities, less Capital expenditures, plus Proceeds from insurance claims, plus Proceeds from disposal of assets, net.

ThresholdTargetMaximum
Free Cash Flow$3/share$6/share$9/share

(4) Total Utilization achievement during the three year-performance period was assessed under the matrix shown below. Total Utilization was measured based on a calculation of the product of actual operating days of the Company's fleet, including cold stacked rigs, and total days available during the performance period, compared to fleet utilization of our peer companies during the performance period. Peer companies for measuring Total Utilization included Transocean Ltd, Seadrill Limited and Valaris Limited.

<25th25th - 50th>50th - 75th>75th
—%50%100%150%
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(5) The Compensation Committee considered achievements in establishing a sustainable ESG framework, metrics and targets, and progress in long term carbon intensity reduction during the performance period and determined the payout factor for ESG performance to be 1.9 out of 2.0 for the 2023 PVRSUs.

The details of the 2023 PVRSU settlement to our Executive Director are set out in the following table.

2023 PVRSUs
Executive Director# PVRSUs granted# of Total Earned PVRSUs
Robert W. Eifler93,937113,663

Long-term Incentive Plan Grants in 2025

Type of Grant · Target Award · Performance Conditions · Threshold Vesting Level · Performance Period End · Potential Amount Vesting
Minimum Performance (% of Scheme Interests) · Maximum Performance (% of Scheme Interests)
$
Executive Director
Robert W. EiflerPVRSUs(1)6,293,732(2)See details above50%31/12/2028—%200%
TVRSUs(1)2,456,894(3)None——N/AN/A
Non-Executive Directors (6)
Patrice R. DouglasTVRSUs(4)192,691(5)None——N/AN/A
Claus V. HemmingsenTVRSUs(4)192,691(5)None——N/AN/A
Alan J. HirshbergTVRSUs(4)192,691(5)None——N/AN/A
Kristin H. HolthTVRSUs(4)192,691(5)None——N/AN/A
H. Keith JenningsTVRSUs(4)192,691(5)None——N/AN/A
Alastair J. MaxwellTVRSUs(4)192,691(5)None——N/AN/A
Ann D. PickardTVRSUs(4)192,691(5)None——N/AN/A
Charles M. SledgeTVRSUs(4)255,316(5)None——N/AN/A

(1)For the Executive Director, the total 2025 LTIP grant at target is based on $8,500,000 and the number of underlying units was determined using a 7-trading day trailing VWAP as of the grant date, 3 February 2025. Of the total grant, PVRSUs constituted 70% and TVRSUs 30%. See further details above beginning from the section “Long-term Incentive Plan Granted in 2025 for our Executive Director”.

(2)The grant is shown based on target at 182,163 PVRSUs and has been valued using a Monte Carlo grant valuation as well as the average of the high and low share price on the NYSE ($31.47) on the grant date, 3 February 2025.

(3)Grant of 78,071 RSUs has been valued using the average of the high and low share price on the NYSE ($31.47) on the grant date, 3 February 2025.

(4)For the Non-Executive Directors, the 2025 grant is based on $200,000 with the exception of Mr. Sledge, whose grant is based on $265,000 due to his role of Chairman of the Board. The number of underlying units granted for all Non-Executive Directors was determined using a 7-trading day trailing VWAP as of the grant date.

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(5)Grants of 6,123 RSUs to all Non-Executive Directors other than Mr. Sledge (8,113 RSUs) have been valued using the average of the high and low share price on the NYSE ($31.47) on the grant date, 3 February 2025.

(6)For the Non-Executive Directors, the RSUs vest one year after the grant date and when the RSUs vest, 60% of the award settles in shares and 40% settles in cash.

Pensions

Neither our Executive Director, nor any of the Non-Executive Directors, are entitled to retirement programmes and benefits under defined benefit plans, cash balance benefits, or to benefits under a hybrid arrangement which includes such benefits.

Payments to Past or Former Directors

There were no payments to past or former directors for the year ended 31 December 2025.

Payments for Loss of Office

There were no payments for loss of office for the year ended 31 December 2025.

Executive Director Severance Arrangement

Any severance benefits to be received by Mr. Eifler in the event of his termination of employment will be determined in accordance with the Executive Severance Plan and the Change of Control Severance Plan adopted by the Company in 2024.

The Executive Severance Plan provides that, subject to the terms and conditions of the plan, and contingent upon the execution of a separation agreement and release of claims, if Mr. Eifler experiences a “qualifying termination” (as defined under the Executive Severance Plan), he is entitled to receive the following:

A. an irrevocable lump sum cash payment, payable within 30 days following the date on which the separation agreement comes effective an irrevocable, in an amount equal to (i) the sum of the executive’s base salary and target annual bonus and (ii) a multiple determined by the role of Mr. Eifler as President and CEO;

B. a pro-rata annual cash bonus for the year in which the termination occurs, payable in lump sum on or about the date such bonuses are paid to other employees of the Company;

C. subject to the executive’s eligibility for and timely election of continued coverage under COBRA, continued medical, dental, and vision benefit coverage for Mr. Eifler and his or her covered dependents for up to 12 months;

D. outplacement services valued at up to $50,000;

E. full vesting of all outstanding time-vested equity awards; and

F. continued eligibility to vest in the participant’s outstanding equity awards that are subject to performance-based vesting conditions, determined based on (i) actual performance, with respect to any completed performance periods or achieved performance measures, and (ii) with respect to any incomplete performance periods and performance measures, actual performance of the Company over the full performance period and pro-rated.

If Mr. Eifler experiences a “qualifying termination” within the 24-month anniversary of a “change in control” (as defined under the Executive Change in Control Severance Plan), subject to the terms and conditions of the Executive Change in Control Severance Plan, and contingent upon the execution of a separation agreement and release of claims, the terminated executive is entitled to receive the same severance benefits as they would receive under the Executive Severance Plan, except that (i) the severance multiple is greater, (ii) COBRA coverage will extend for up to 18 months, and (iii) all outstanding performance-based equity awards will accelerate and vest at target. A copy of the Executive Severance Plan and the Change of Control Severance Plan are available in our filings with the US Securities and Exchange Commission which can be accessed through our website, www.noblecorp.com.

Statement of the Directors’ Shareholding and Share Interests

We have a share ownership policy that applies to our Directors and Executive Officers and provides for minimum share ownership requirements. The share ownership policy requirement for our Executive Director is six times his/her base salary and for our Non-Executive Directors is five times their annual retainer. Unless a Director is making reasonable

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progress to satisfy the policy holding requirements, a Director may not sell or dispose of shares for cash. Once a Director meets the applicable stock ownership requirements, the share ownership policy requirements are satisfied even if there is a subsequent drop in the stock price that would result in a shareholding value that is below the threshold as long as no shares are sold. Unvested TVRSUs count towards the share ownership, but unvested PVRSUs do not. As set out below, as at 31 December 2025, Ms. Douglas, who joined as a Director on 4 September 2024, Ms. Holth, who joined as a Director on 3 October 2022, and Mr. Jennings, who joined as a Director on 22 November 2023, did not yet hold sufficient shares in the Company to meet the minimum share ownership requirements. However, in compliance with the policy, each Director is making reasonable progress to satisfy the share ownership requirement. The below table includes only shares beneficially owned, which excludes unvested TVRSUs.

The following table provides details on the Directors’ beneficial shareholdings as at 31 December 2025 (including any interests of a connected person):

Beneficially Owned Shares held at1 January 2025Vested shares in 2025 (1)Changes in number of shares (2)Beneficially Owned Shares held at31 December 2025 (3)Unvested TVRSUs held at 31 December 2025 (4)Value in USD31 December 2025 (5)Share Ownership Requirement in 2025 (3)
Director
$ · $
Robert W. Eifler1,071,054252,197(86,886)1,236,365132,90638,668,2136,000,000
Patrice R. Douglas3,7491,276—5,0256,123314,820500,000
Claus V. Hemmingsen13,0722,716—15,7886,123618,767500,000
Alan J. Hirshberg21,4142,71610,00034,1306,1231,136,745500,000
Kristin H. Holth5,7722,716—8,4886,123412,615500,000
H. Keith Jennings5152,716—3,2316,123264,157500,000
Alastair J. Maxwell (6)6,4776,390—N/AN/AN/AN/A
Ann D. Pickard (6)21,4146,390—N/AN/AN/AN/A
Charles M. Sledge25,7703,5998,99238,3618,1131,312,426825,000

(1)These amounts do not include TVRSUs that settled in cash.

(2)For Mr. Eifler, represent shares withheld by the Company to satisfy tax withholding requirements on vesting of RSUs as well as an open market purchase in 2025. For Messrs. Hirshberg and Sledge, represents shares purchased on the open market in 2025.

(3)Fully vested shares and unvested TVRSUs count towards the ownership requirement; however, only fully vested shares are considered beneficially owned.

(4)Only unvested TVRSUs are included in this column as unvested PVRSUs do not count towards the share ownership.

(5)The value is based on the closing share price on the NYSE ($28.24) on 31 December 2025.

(6)Mr. Maxwell and Ms. Pickard ceased to serve as Directors as of 8 May 2025. Ownership requirements are no longer applicable after this date.

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The following information is Unaudited.

Stock Performance Graph

Total return assumes the reinvestment of dividends, if any, in the security on the ex-dividend date. This graph depicts the past performance for the period from 9 June 2021, the day our shares were relisted on the NYSE, through 31 December 2025, and in no way should be used to predict future share performance. The Board has selected the SPX, the Dow Jones U.S. Oil & Equipment Services Index, and the OSX as comparisons for total shareholder return for purposes of UK requirements as they represent good market comparisons to Noble.

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Chief Executive Officer’s Remuneration in the Past Ten Years

20212022202320242025
CEO single figure (1) ($'000)25,270,5168,374,46710,622,94267,941,94511,302,062
Bonus (% of maximum awarded)67%39%73.5%55%58%
Performance-based LTI (% of maximum vesting)—%—%84.86%71.5%60.5%

(1)CEO remuneration is composed of base salary, STIP attributable to the performance year, value of LTI awards vesting and accrued dividends paid, and all other remuneration as outlined in our Directors’ Remuneration Policy.

Percentage Change in Director and Employee Remuneration

The table below shows the percentage year-on-year change in salary, STIP, and all taxable benefits between the years ended 31 December 2025, 2024, and 2023 for the CEO compared to the average of such remuneration for the US shorebased employees. This comparative employee group was chosen as the make-up and calculation of their remuneration for the categories in the table below most closely resembles that of our CEO.

Salary and Fees (1) · All Taxable Benefits · Money or other assets received/receivable for the relevant financial year (2)
(% change) · (% change) · (% change)
2025 - 20242024 - 20232025 - 20242024 - 20232025 - 20242024 - 2023
CEO5.3%5.6%(94.9)%87.3%10.6%(18.6)%
Patrice R. Douglas>100%N/AN/A(3)N/A(3)N/A(3)N/A(3)
Claus V. Hemmingsen(16.6)%32.8%N/A(3)N/A(3)N/A(3)N/A(3)
Alan J. Hirshberg(23.5)%26.9%N/A(3)N/A(3)N/A(3)N/A(3)
Kristin H. Holth(21.4)%28.0%N/A(3)N/A(3)N/A(3)N/A(3)
H. Keith Jennings(21.2)%>100%N/A(3)N/A(3)N/A(3)N/A(3)
Alastair J. Maxwell(68.5)%20.9%N/A(3)N/A(3)N/A(3)N/A(3)
Ann D. Pickard(72.7)%22%N/A(3)N/A(3)N/A(3)N/A(3)
Charles M. Sledge(27.7)%46.2%N/A(3)N/A(3)N/A(3)N/A(3)
Average of US shorebased employees (4)5%4.3%(7.2)%10.3%19.5%(21.8)%

(1)For CEO and US shorebased employees, year-on-year change is calculated using the annualised year end salary of the first stated year compared to the annualised year end salary of the second stated year. Change in “All Taxable Benefits” for our CEO from “2024-2023” revised to reflect the reclassification of previously reported values. Refer to 2025 and 2024 Remuneration of Executive Director above for additional details.

For Non-Executive directors, year-on-year change is calculated based on total amount of retainers (annual/committees/supplemental/travel). For Non-Executive directors, changes in remuneration are dependent on committee participation. Ms. Douglas joined the Board in 2024, and Mr. Maxwell and Ms. Pickard ceased to serve on the Board as of 08 May 2025.

(2)STIP payment attributable to the stated performance year.

(3)This element of remuneration was not applicable to Non-Executive Directors.

(4)Noble Corporation plc has no employees. These metrics are based on the change in average pay for US shorebased employees within the Group for the years ended 31 December 2025, 2024, and 2023. For STIP and all taxable benefits, only eligible employees are included in the average.

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CEO Pay Ratio

As at 31 December 2025, Noble Corporation plc did not meet the minimum threshold of 250 employees in the UK required for CEO pay ratio to be disclosed. In order to establish our UK employee population, we considered onshore employees on our UK payroll as well as offshore employees, working in the UK, but employed through legal entities outside the UK.

Relative Importance of Spend on Pay

The table below shows the total spend on pay compared to other key financial metrics and indicators:

Year Ended 31 December
20252024% Change
Employee costs ($’000s)1,004,198891,96813%
Dividends paid ($’000s)317,643277,83114%
Share repurchases ($000s)20,000299,989(93)%
Average number of employees3,8624,287(10)%
Revenue ($’000s)3,283,8093,046,7878%
Income before income tax ($’000s)299,727553,556(46)%

Additional information on the average number of employees, total revenues, and income before income taxes has been provided for context. The majority of our workforce (approximately 77%) are located offshore.

2026 Executive Remuneration Design

In establishing the 2026 base salary, STIP target and LTI award for our Executive Director, President and Chief Executive Officer, the Compensation Committee considered a variety of factors including the Compensation Committee’s remuneration philosophy, market, and proxy remuneration data, and individual performance in the prior year. For 2026, the Executive Director’s base salary remains at $1,000,000 and his STIP target remains at 130% of base salary. As in 2025, the funding mechanism for the 2026 STIP is linked directly to strategic, financial, and operational performance. For 2026, the STIP performance goals and corresponding weighting are normalized cash generation (70%), customer satisfaction (15%), and safety index (15%). The Company will provide a full disclosure of targets and actual results in its 2027 report due to the commercially sensitive nature of the targets.

The value of the 2026 LTI award for our Executive Director increased by 15% from 2025. The ratio of PVRSUs to TVRSUs for the 2026 LTIP award remained consistent with 2025 as the Compensation Committee believes that the focus on pay-for-performance provided by the existing design of our LTI programme remains the best mechanism to support the achievement of the Company’s strategic objectives. The PVRSUs granted vest over a three-year performance period and the TVRSUs vest on a three-year ratable vest schedule. The performance goals for the 2026 PVRSUs and the corresponding weightings are achievement of absolute and relative total shareholder returns (50%), Relative Unlevered Free Cash Flow Yield (40%), and ESG metrics (10%).

Consideration by the Directors of Matters Relating to Directors’ Remuneration

The Compensation Committee of our Board is responsible for determining the remuneration of our Directors and Executive Officers and for establishing, implementing, and monitoring adherence to our Remuneration Policy. The Compensation Committee operates independently of management and receives remuneration advice and data from outside independent advisors.

The Compensation Committee charter authorises the committee to retain, as it deems necessary, independent advisors to provide advice and evaluation of the remuneration of Directors or Executive Officers, or other matters relating to remuneration, benefits, incentive, and equity-based remuneration plans and corporate performance. The Compensation Committee is further authorised to approve the fees and retention terms of any independent advisor that it retains.

In 2020, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an independent consulting firm, to serve as the Compensation Committee’s remuneration consultant, a role in which they continue to

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serve. After review and consultation with Meridian, the Compensation Committee has determined that the firm is independent as required under the NYSE rules and there is no conflict of interest resulting from retaining the firm currently or during 2025. Additionally, Meridian provides advice and consulting services solely pertaining to executive and director remuneration to the Compensation Committee and does not provide any additional services on behalf of management.

The remuneration consultant reports to and acts at the direction of the Compensation Committee and is independent of management, provides comparative market data regarding Executive Officer and Director remuneration to assist in establishing reference points for the principal components of remuneration, and provides information regarding remuneration trends in the general marketplace and regulatory and compliance developments. The remuneration consultant regularly participates in the meetings of the Compensation Committee and meets privately withthe Compensation Committee at each Compensation Committee meeting. The total fees paid to Meridian Compensation Partners, LLC for their services was $230,190 for the year ended 31 December 2025.

The members of the Compensation Committee are Alan J. Hirshberg, Patrice R. Douglas, and Charles M. Sledge.

This Directors’ Remuneration Report was approved by the Board of Directors on 11 March 2026 and signed on its behalf of by:

Robert Eifler, Director

12 March 2026

A-282026 Proxy Statement | Noble Corporation plc
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.