Noble Corp plc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Exercises of Warrants

During the three months ended March 31, 2024:

•222 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 222 Tranche 1 Warrants; and

•68 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 68 Tranche 2 Warrants.

•No Ordinary Shares were issued to holders of our Tranche 3 Warrants pursuant to exercises of 175 Tranche 3 Warrants.

Such Ordinary Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or Section 1145 of the Bankruptcy Code. For more information on the terms of exercise and other features of the warrants, see our Annual Report on Form 10-K for the year ended December 31, 2023.

Share Repurchases

The following table presents information about our purchases of equity securities for the three months ended March 31, 2024:

(1)Subject to restrictions under applicable law discussed in “Note 3 — Income (Loss) Per Share” to our unaudited condensed consolidated financial statements, we announced a share repurchase plan on November 2, 2022, to purchase up to $400 million of outstanding Ordinary Shares or Warrants. The $400 million authorization does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. The program does not obligate us to acquire any particular amount of shares. During the three months ended March 31, 2024, we repurchased none of our Ordinary Shares.