Noble Corp plc
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 19, 2025
NE$41.12+0.6%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
Index to Exhibits
| ExhibitNumber | Exhibit |
| 2.1 | Modified Second Amended Joint Plan of Reorganization of Noble Corporation plc (n/k/a Noble Holding Corporation plc), a company incorporated under the laws of England and Wales (“Legacy Noble”), and its Debtor Affiliates (filed as Exhibit 2.1 to Legacy Noble’s Current Report on Form 8-K filed on November 23, 2020 and incorporated herein by reference). |
| 2.2† | Business Combination Agreement, dated as of November 10, 2021, by and among Noble Corporation, Noble Finco Limited (n/k/a Noble Corporation plc), Noble Newco Sub Limited and The Drilling Company of 1972 A/S (filed as Exhibit 2.1 to Noble Cayman’s Current Report on Form 8-K filed on November 10, 2021 and incorporated herein by reference). |
| 2.3 | Amendment No. 1 to Business Combination Agreement, dated as of August 5, 2022, by and among Noble Corporation plc, Noble Corporation, Noble Newco Sub Limited and The Drilling Company of 1972 A/S. (filed as Exhibit 2.1 to Noble Cayman’s Current Report on Form 8-K filed on August 5, 2022 and incorporated herein by reference). |
| 2.4 | Agreement and Plan of Merger, dated as of June 9, 2024, by and among Noble Corporation plc, Diamond Offshore Drilling, Inc., Dolphin Merger Sub 1, Inc. and Dolphin Merger Sub 2, Inc. (filed as Exhibit 2.1 to Noble’s Current Report on Form 8-K filed on June 10, 2024 and incorporated herein by reference). |
| 3.1 | Amended and Restated Articles of Association of Noble Corporation plc (“Noble”) (filed as Exhibit 3.1 to Noble’s Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference). |
| 4.1 | Indenture, dated as of April 18, 2023, by and among Noble Finance II LLC, the subsidiaries of Noble Finance II LLC named therein, as guarantors, and U.S. Bank Trust Company, National Association, as trustee paying agent and registrar (including the form of 8.000% Senior Note due 2030 included therein) (filed as Exhibit 4.1 to Noble’s Current Report on Form 8-K filed on April 18, 2023 and incorporated herein by reference). |
| 4.2 | Second Supplemental Indenture, dated as of August 22, 2024, among Noble Finance II LLC, as issuer, the guarantors listed on the signature pages thereto and U.S. Bank Trust Company, National Association, as trustee, paying agent and registrar (filed as Exhibit 4.3 to Noble’s Current Report on Form 8-K filed on August 22, 2024 and incorporated herein by reference). |
| 4.3 | Indenture, dated as of September 21, 2023, among Diamond Foreign Asset Company and Diamond Finance, LLC, as issuers, Diamond Offshore Drilling, Inc., as a guarantor, the other subsidiaries of Diamond Offshore Drilling, Inc. party thereto from time to time, as guarantors, and HSBC Bank USA, National Association, as trustee and collateral agent (filed as Exhibit 4.1 to Diamond Offshore Drilling, Inc.’s Current Report on Form 8-K filed on September 22, 2023 and incorporated herein by reference). |
| 4.4 | Supplemental Indenture, dated as of September 4, 2024, among Diamond Foreign Asset Company and Diamond Finance, LLC, as issuers, Diamond Offshore Drilling, Inc., as existing company, Dolphin Merger Sub 2, Inc., (now known as Noble Offshore Drilling Inc.) as new company, and HSBC Bank USA, National Association, as trustee and collateral agent (filed as Exhibit 4.1 to the Noble'’s current Report on Form 8-K filed on September 4, 2024 and incorporated herein by reference). |
| 4.5** | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended. |
| ExhibitNumber | Exhibit |
|---|---|
| 10.1* | Noble Corporation plc 2022 Long-Term Incentive Plan (filed as Exhibit 4.1 to Noble’s Registration Statement on Form S-8 filed on September 30, 2022 and incorporated herein by reference). |
| 10.2* | First Amendment to the Noble Corporation plc 2022 Long-Term Incentive Plan, effective as of April 1, 2024 (filed as Exhibit 99.2 to Noble’s Registration Statement on Form S-8 filed on May 21, 2024 and incorporated herein by reference). |
| 10.3* | Form of Time-Vested Restricted Stock Unit Award (Officers) under the Noble Corporation 2022 Long-Term Incentive Plan (2023 Annual Grant, filed as Exhibit 10.16 to Noble Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference). |
| 10.4* | Form of Time-Vested Restricted Stock Unit Award (Non-Officers) under the Noble Corporation 2022 Long-Term Incentive Plan (2023 Annual Grant, filed as Exhibit 10.17 to Noble Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference). |
| 10.5* | Form of Performance-Vested Restricted Stock Unit Award (CEO) under the Noble Corporation 2022 Long-Term Incentive Plan (2023 Annual Grant, filed as Exhibit 10.18 to Noble Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference). |
| 10.6* | Form of Performance-Vested Restricted Stock Unit Award (Non-CEO) under the Noble Corporation 2022 Long-Term Incentive Plan (2023 Annual Grant, filed as Exhibit 10.19 to Noble Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference). |
| 10.7* | Form of Director Restricted Stock Unit Award, effective as of January 25, 2024, under the Noble Corporation 2022 Long-Term Incentive Plan (2024 & 2025 Annual Grants, filed as Exhibit 10.8 to Noble’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated by reference herein). |
| 10.8* | Form of Time-Vested Restricted Stock Unit Award for Executive Officers, effective as of August 2, 2023, under the Noble Corporation plc 2022 Long-Term Incentive Plan (2024 & 2025 Annual Grant, filed as Exhibit 10.3 to Noble’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference). |
| 10.9* | Form of Performance-Vested Restricted Stock Unit Award, effective as of August 2, 2023, under the Noble Corporation plc 2022 Long-Term Incentive Plan (2024 & 2025 Annual Grant, filed as Exhibit 10.4 to Noble’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference). |
| 10.10* | Global Amendment to Employee Time and Performance Restricted Stock Awards Plan (filed as Exhibit 10.2 to Noble’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference). |
| 10.11*^ | Noble Corporation plc Executive Change in Control Severance Plan (filed as Exhibit 10.1 to Noble’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference). |
| 10.12*^ | Noble Corporation plc Executive Severance Plan (filed as Exhibit 10.2 to Noble’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and incorporated herein by reference). |
| ExhibitNumber | Exhibit |
| 10.13 | Irrevocable Undertaking, dated as of November 10, 2021, by and among APMH Invest A/S, Noble Corporation, Noble Finco Limited and The Drilling Company of 1972 A/S (filed as Exhibit 10.1 to Noble Cayman’s Current Report on Form 8-K filed on November 10, 2021 and incorporated herein by reference). |
| 10.14 | Form of Indemnification Agreement (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference). |
| 10.15 | Tranche 1 Warrant Agreement, dated as of September 30, 2022, by and among Noble Corporation plc, Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.2 to Noble’s Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference). |
| 10.16 | Tranche 2 Warrant Agreement, dated as of September 30, 2022, by and among Noble Corporation plc, Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.3 to Noble’s Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference). |
| 10.17 | Tranche 3 Warrant Agreement, dated as of September 30, 2022, by and among Noble Corporation plc, Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.4 to Noble’s Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference). |
| 10.18 | Assumption Agreement, dated as of September 30, 2022, by and between Noble Corporation plc and Noble Corporation (filed as Exhibit 10.5 to Noble’s Current Report on Form 8-K filed on September 30, 2022 and incorporated herein by reference). |
| 10.19 | Registration Rights Agreement, dated as of October 3, 2022, by and between Noble Corporation plc and APMH Invest A/S (filed as Exhibit 10.2 to Noble’s Current Report on Form 8-K filed on October 3, 2022 and incorporated herein by reference). |
| 10.20 | Relationship Agreement, dated as of October 3, 2022, by and among Noble Corporation plc, Noble Corporation and APMH Invest A/S (filed as Exhibit 10.3 to Noble’s Current Report on Form 8-K filed on October 3, 2022 and incorporated herein by reference). |
| 10.21* | Transition and Retirement Agreement dated as of February 3, 2023, by and among Noble Services Company LLC, Noble Corporation plc and William E. Turcotte (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on February 3, 2023 and incorporated herein by reference). |
| 10.22** | Noble Corporation plc 2025 Short-Term Incentive Plan. |
| 10.23 | Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 18, 2023, by and among Noble Finance II LLC, Noble International Finance Company, Noble Drilling A/S, and any additional subsidiaries of Noble Finance II LLC as from time to time designated by Noble Finance II LLC as a designated borrower,as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on April 18, 2023 and incorporated herein by reference). |
| ExhibitNumber | Exhibit |
| 10.24 | First Amendment to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 24, 2024 by and among Noble Finance II LLC, Noble International Finance Company, as a designated borrower, Noble Drilling A/S, as a designated borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on June 27, 2024 and incorporated herein by reference). |
| 10.25 | Amended and Restated Collateral Agreement and Intercreditor Agreement, dated as of September 21, 2023, among Noble Offshore Drilling, Inc. (formerly known as Dolphin Merger Sub 2, Inc. and as successor by merger with Diamond Offshore Drilling, Inc.), as a grantor, Diamond Foreign Asset Company, as a grantor, the other grantors from time to time party thereto, HSBC Bank USA, National Association, as credit agreement administrative agent, notes trustee, and collateral agent and security trustee (incorporated by reference to Exhibit 10.1 to Diamond Offshore Drilling, Inc.’s Current Report on Form 8-K filed on September 22, 2023 and incorporated herein by reference). |
| 10.26* | Employment Letter, dated December 20, 2022, by and between Noble Services Company LLC and Caroline Alting (filed as Exhibit 10.1 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference). |
| 10.27* | Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to Noble’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and incorporated herein by reference). |
| 10.28* | First Amendment to the Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan (filed as Exhibit 10.2 to Noble’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and incorporated herein by reference). |
| 19.1** | Noble Corporation plc Policy on Trading in Company Securities. |
| 21.1 | List of Subsidiaries of Noble Corporation plc . |
| 23.1 | Consent of PricewaterhouseCoopers LLP. |
| 31.1 | Certification of Robert W. Eifler, Noble, pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2 | Certification of Richard B. Barker, Noble, pursuant to the US Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1+ | Certification of Robert W. Eifler, Noble, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2+ | Certification of Richard B. Barker, Noble, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Noble Corporation plc Clawback Policy (filed as Exhibit 97.1 to Noble’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated by reference herein). |
| ExhibitNumber | Exhibit |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
- Management contract or compensatory plan or arrangement.
** Filed herewith.
† Certain portions of the exhibit have been omitted. The Company agrees to furnish a supplemental copy with any omitted information to the SEC upon request.
^ Certain personally identifiable information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
- Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.