Noble Corp plc

There are numerous factors that affect our business and results of operations, many of which are beyond our control. You should carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Form 10-K, which contains descriptions of significant risks that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected. There have been no material changes from the risk factors disclosed in our Form 10-K other than the addition of the text below.

Risks Related to the Diamond Transaction

Failure to complete the Diamond Transaction in a timely manner or at all could have adverse effects on the market value, trading price, and/or the future business results and financial condition of Noble.

The completion of the Diamond Transaction is subject to a number of conditions, including, among others, (i) the receipt of the Diamond stockholder approval, (ii) the receipt of any regulatory approvals, (iii) the absence of any order or law prohibiting consummation of the Diamond Transaction, (iv) the absence of any material adverse effect on Diamond or Noble since the date of the Diamond Merger Agreement, and (v) the authorization for listing on the NYSE of the Ordinary Shares to be issued in connection with the Diamond Merger Agreement. These conditions make the completion and timing of the Diamond Transaction uncertain.

In addition, if the Diamond Transaction is not completed by June 9, 2025, or, in certain instances, on or before June 9, 2026, either Noble or Diamond may choose not to proceed with the Diamond Transaction by terminating the merger agreement. Further, either Noble or Diamond may elect to terminate the merger agreement in certain other circumstances and the parties can mutually decide to terminate the merger agreement at any time.

If the Diamond Transaction is not completed, the ongoing business, financial condition, financial results, and stock price of Noble may be adversely affected. Without realizing any of the benefits of having completed the Diamond Transaction, Noble may be subject to a number of risks, including the following:

•the market price of Ordinary Shares could decline to the extent that the current market price reflects a market assumption that the Diamond Transaction will be completed;

•if the merger agreement is terminated and Noble seeks another business combination, Noble shareholders cannot be certain that Noble will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;

•time and resources committed by Noble’s management team to matters relating to the Diamond Transaction could otherwise have been devoted to pursuing other beneficial opportunities for their respective companies;

•Noble may experience negative reactions from the financial markets or from their respective customers, suppliers, business partners, or employees;

•Noble will be required to pay their respective costs relating to the Diamond Transaction, such as legal, accounting, financial advising, and other fees and expenses, whether or not such transactions are completed;

•litigation against Noble and Diamond, such as securities class action lawsuits and derivative lawsuits, could result in substantial costs, an injunction preventing the completion of the Diamond Transaction, and/or a judgment resulting in the payment of damages; and

•litigation related to any failure to complete the Diamond Transaction or related to any enforcement proceeding commenced against Noble to perform their respective obligations pursuant to the merger agreement, which may result in injunctions or significant additional expenses.

The materialization of any of these risks could adversely impact Noble’s ongoing businesses, financial condition, financial results, and the trading price of Ordinary Shares. Similarly, delays or diversions of management’s attention in the completion of the Diamond Transaction could have other negative effects associated with uncertainty about completion of the Diamond Transaction.

Noble may not achieve the intended benefits of the Diamond Transaction, and the Diamond Transaction may disrupt its current plans or operations.

There can be no assurance that Noble will be able to successfully integrate Diamond assets or otherwise realize the expected benefits of the Diamond Transaction. Difficulties in integrating Diamond into Noble may result in Noble performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected time frame or at all. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that Noble does not currently foresee. These anticipated benefits include an assumption that Noble is able to realize annual pre-tax cost synergies of approximately $100 million, in which case the Diamond Transaction may not be accretive to earnings per share, may not improve Noble’s balance sheet position, may not enhance Noble’s ability to deliver, and may not generate additional free cash flow.

Following completion of the Diamond Transaction, the combined company’s success will depend, in part, on Noble’s ability to manage the expansion resulting from the Diamond Transaction, which poses numerous risks and uncertainties. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; attracting, motivating, and retaining key management and other employees; retaining or attracting business, customer, and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications, and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition. Additionally, if relationships with customers, distributors, suppliers, vendors, landlords, and other business partners are adversely affected by the Diamond Transaction, or if Noble, following completion of the Diamond Transaction, loses the benefits of certain contracts of Diamond, Noble’s business, prospects, liquidity, and financial performance could suffer. Further, the market price of Noble Ordinary Shares may decline as a result of completing the Diamond Transaction if, among other things, it is unable to achieve the expected benefits and synergies of the Diamond Transaction.

In addition, Noble’s obligation to consummate the Diamond Transaction is not conditioned on the availability of financing to pay the $5.65 per share cash portion of the merger consideration. Accessing such cash consideration through the capital markets and cash on hand may result in increased leverage and debt service costs, issuance of dilutive equity, or other adverse impacts on Noble’s future liquidity.