Noble Corp plc

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

Exercises of Warrants

During the three months ended September 30, 2024:

•71,314 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 115,265 Tranche 1 Warrants; and

•55,098 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 109,690 Tranche 2 Warrants.

•No Ordinary Shares were issued to holders of our Tranche 3 Warrants pursuant to exercises of 45 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 Form 10-K.

The following table presents information about our purchases of equity securities for the three months ended September 30, 2024:

(1)On November 2, 2022, we announced a share repurchase plan authorizing us to purchase up to $400 million of outstanding Ordinary Shares or Warrants, subject to restrictions under applicable law discussed in “Note 4 — Income (Loss) Per Share” to our unaudited condensed consolidated financial statements. 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 September 30, 2024, we repurchased 6,938,128 of our Ordinary Shares. All repurchased shares were subsequently cancelled.