Noble Corp plc

Previous wording

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 for the year ended December 31, 2023, as well as “Item 1A Risk Factors” in Part II of our Form 10-Q for the quarter ended June 30, 2024, each of 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 for the year ended December 31, 2023, and Form 10-Q for the quarter ended June 30, 2024, except for the risk factor titled “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,” which is no longer relevant.

Current wording

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 for the year ended December 31, 2024, 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 for the year ended December 31, 2024.

Previous wording

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

Current wording

•128 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 310 Tranche 1 Warrants; and

Previous wording

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

Current wording

•92 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 310 Tranche 2 Warrants.

Previous wording

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

Current wording

•149 Ordinary Shares were issued to holders of our Tranche 3 Warrants pursuant to exercises of 149 Tranche 3 Warrants.

Previous wording

(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.

Current wording

(1)Subject to restrictions under applicable law discussed in “Note 4 — Income (Loss) Per Share” to our 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. On October 22, 2024, Noble’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400 million. The 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. All repurchased shares were subsequently cancelled.

Previous wording

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended September 30, 2024, no such plans or other arrangements were adopted, terminated or modified.

Current wording

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our Ordinary Shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended March 31, 2025, no such plans or other arrangements were adopted, terminated, or modified.