Noble Corp plc

Previous wording

Noble is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Our business strategy is centered around providing efficient, reliable, and safe offshore drilling services to our customers. We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across asset classes, geographic regions, and customers. The Company has a track record of industry-leading utilization coupled with a commitment to best-in-class safety performance and customer satisfaction. We strive to be the leader in industry innovation and a first-mover in sustainability.

Current wording

Noble is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Our business strategy is centered around providing efficient, reliable, and safe offshore drilling services to our customers. We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across geographic regions and customers. The Company has a track record of industry-leading utilization coupled with a commitment to best-in-class safety performance and customer satisfaction. We strive to be the leader in industry innovation and a first-mover in sustainability.

Previous wording

Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ complicated offshore drilling programs safely and with greater efficiency. We are primarily focused on the ultra-deepwater market and the harsh and ultra-harsh environment jackup markets, which typically are more technically challenging markets to operate in.

Current wording

Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ complicated offshore drilling programs safely and with greater efficiency. We are primarily focused on the ultra-deepwater market and the ultra-harsh environment jackup market, which typically are more technically challenging markets to operate in.

Previous wording

We emphasize safe operations, environmental stewardship, and superior performance through a structured management system, the employment of qualified and well-trained crews and onshore support staff, the care of our surroundings and the neighboring communities where we operate, and other activities advancing our environmental sustainability, social responsibility, and good governance. We also manage rig operating costs through the implementation and continuous improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology.

Current wording

We emphasize safe operations, environmental stewardship, and superior performance through a structured management system, the employment of qualified and well-trained crews and onshore support staff, the care of our surroundings and the neighboring communities where we operate, and other activities advancing our sustainability strategy, and good governance. We also manage rig operating costs through the implementation and continuous improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology.

Previous wording

As of the filing date of this Annual Report on Form 10-K, our fleet of 40 drilling rigs consists of 27 floaters and 13 jackups strategically deployed worldwide. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.

Current wording

As of the filing date of this Annual Report on Form 10-K, our fleet of 31 drilling rigs consists of 25 floaters and 6 jackups strategically deployed worldwide. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.

Previous wording

•net income of $448.4 million or $2.96 per diluted share;

Current wording

•net income of $216.7 million or $1.35 per diluted share;

Previous wording

•net cash provided by operating activities totaling $655.5 million;

Current wording

•net cash provided by operating activities totaling $951.7 million;

Previous wording

•no funds drawn down on the 2023 Revolving Credit Facility as of December 31, 2024, and

Current wording

•no funds drawn down on the 2023 Revolving Credit Facility (as defined below) as of December 31, 2025, and

Previous wording

•a year end cash balance of $247.3 million.

Current wording

•a year end cash balance of $471.4 million.

Previous wording

In recent years, oil prices have generally remained at levels that are supportive of offshore exploration and development activity and global rig demand recovered to eclipse pre-pandemic levels, albeit with some moderation over the past 12 months. Current demand and utilization levels are supported by the combination of resilient commodity prices, heightened focus on energy security, the capital intensity of depletion replacement, and relative attractiveness of offshore plays with respect to both cost and carbon emissions. The increase in global rig demand since 2021 has had a positive impact on dayrates for most rig classes although dayrates have generally plateaued more recently.

Current wording

Current demand and utilization levels are supported by the combination of the outlook for longer-term commodity prices, heightened focus on energy security, the capital intensity of depletion replacement, and relative attractiveness of offshore plays with respect to both cost and carbon emissions. The increase in global rig demand since 2021 has had a positive impact on dayrates for most rig classes, although dayrates have decreased moderately since recent highs in 2023 and 2024.

Previous wording

The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyards. However, we expect many of these stranded newbuild rigs may continue to make their way into the global market over the next few years.

Current wording

The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with very few newbuild rigs now remaining stranded in shipyards.

Previous wording

Although the market outlook in our business varies by geographical region and water depth, we remain encouraged by the long-term outlook in the ultra-deepwater floater market. However, within this ultra-deepwater market, our customers continue to focus on our highest specification floaters, which represents the majority of our floater fleet. Assuming current market fundamentals, continued customer prioritization towards these highest specification floaters is likely to result in lower utilization for our lower specification drillships and our semi-submersibles. Demand for midwater semisubmersibles is primarily driven by brownfield activity in mature basins, especially in Northwest Europe, South America, and the Asia Pacific regions, where a generally stable level of baseload demand is supported by infield drilling and plug and abandonment requirements. Despite some recent contract suspensions in select jackup markets, we have also observed an overall demand increase in the global jackup market since 2020. While we remain encouraged about overall long-term rig demand, to the extent global macroeconomic concerns become more prevalent and produce downward pressure on oil and gas prices, we could experience downward pressure on overall rig demand for both floaters and jackups.

Current wording

Although the market outlook in our business varies by geographical region and water depth and, despite recent downward pressure on the price of oil, we remain encouraged by the long-term outlook in the ultra-deepwater floater market. Our customers continue to focus on our highest specification floaters, which represents the majority of our floater fleet. Assuming current market fundamentals, continued customer prioritization towards these highest specification floaters could result in lower utilization for our lower specification drillships and our semi-submersibles. Demand for midwater semisubmersibles is primarily driven by brownfield activity in mature basins, especially in Northwest Europe, South America, and the Asia Pacific regions, where a generally stable level of baseload demand is supported by infield drilling and plug and abandonment requirements. Despite some recent contract suspensions in select jackup markets, we have also observed an overall demand increase in the global jackup market since 2020. While we remain encouraged about overall long-term rig demand, as evidenced by recent multi-year, multi-rig contracts that we have booked into backlog, the near-term outlook for both floaters and jackups over the next several quarters continues to present lingering utilization headwinds compared to 2023-2024 levels. Furthermore, economic uncertainty and lower commodity prices arising from recent trade policy and tariffs, compounded with OPEC’s stated intent to increase oil production, collectively present a potential for additional demand risk for offshore rigs in the near term.

Previous wording

The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our market. Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources. Our industry could be further challenged as resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs. Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand.

Current wording

The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our market. Energy rebalancing trends sharply accelerated over the past decade as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources, although this trend has moderated or even reversed in certain jurisdictions in more recent years with shifting political priorities. Our industry could be further challenged as resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs. Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand.

Previous wording

We expect inflationary pressures to persist, which has led, and may continue to lead, to increased costs of services. Additionally, we expect supply chain disruptions to continue, and potentially accelerate, as geopolitical crises, such as the Russia-Ukraine conflict, Middle East conflicts, the Guyana-Venezuela dispute, and their respective regional and global ramifications, may negatively impact our ability to conduct our day-to-day operations. Additionally, the impact of new or increased tariffs or trade wars could have an inflationary impact on the costs of certain products and services as well as potentially contribute to further supply chain disruptions.

Current wording

We expect inflationary pressures to persist, which has led, and may continue to lead, to increased costs of services. Additionally, we expect supply chain disruptions to continue as geopolitical challenges, including those throughout Russia-Ukraine, the Middle East, and Venezuela, and their respective regional and global ramifications, may negatively impact our ability to conduct our day-to-day operations. Additionally, the impact of new or increased tariffs or trade wars could have an inflationary impact on the costs of certain products and services as well as potentially contribute to further supply chain disruptions.

Previous wording

We maintain a backlog of commitments for contract drilling services. Our contract drilling services backlog reflects estimated future revenues attributable to signed drilling contracts. While backlog did not include any letters of intent as of December 31, 2024, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts. As of December 31, 2024, contract drilling services backlog totaled approximately $6.1 billion.

Current wording

We maintain a backlog of commitments for contract drilling services. Our contract drilling services backlog reflects estimated future revenues attributable to signed drilling contracts. As of December 31, 2025, contract drilling services backlog totaled approximately $7.0 billion.

Previous wording

(2)Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020. Under the CEA, dayrates for the rigs are repriced on March 1 and September 1 each year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. Under the CEA, the table above includes awarded and remaining current contract term to August 18, 2028, related to each of the four following rigs: the Noble Tom Madden, Noble Bob Douglas, Noble Don Taylor, and Noble Sam Croft. Under the CEA, ExxonMobil may reassign remaining contract term among rigs, subject to maintaining certain minimum contract term on the rig from which term is removed.

Current wording

(2)Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020. Under the CEA, dayrates for the rigs are repriced on January 1 and July 1 each year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. Under the CEA, the above table includes awarded and remaining current contract term to February 18, 2029, related to each of the four following rigs: the Noble Tom Madden, Noble Bob Douglas, Noble Don Taylor, and Noble Sam Croft. Under the CEA, ExxonMobil may reassign remaining contract term among rigs, subject to maintaining certain minimum contract term on the rig from which term is removed.

Previous wording

(3)In 2022, Noble renewed its five-year Framework Agreement with Aker BP for the provision of ultra-harsh environment jackup rigs, the Noble Integrator and Noble Invincible, for activities offshore Norway. Under the Framework Agreement, different rate structures apply reflecting different operating modes, agreed incentive schemes, and adjustments for operating expenses. Rate structures are adjusted annually to reflect market conditions.

Current wording

(4)In 2022, Noble renewed its five-year Framework Agreement with Aker BP for the provision of ultra-harsh environment jackup rigs, the Noble Integrator and Noble Invincible, for activities in offshore Norway. Under this Framework Agreement, different rate structures apply reflecting different operating modes, agreed incentive schemes, and adjustments for operating expenses. Rate structures are adjusted annually to reflect market conditions.

Previous wording

(4)Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs, including cold-stacked rigs, and the number of calendar days in such period.

Current wording

(5)Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs, including cold stacked rigs, and the number of calendar days in such period.

Previous wording

The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods presented in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates, and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified by mutual consent or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors—Risks Related to Our Business and Operations—Our current backlog of contract drilling revenue may not be ultimately realized.”

Current wording

Our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors—Risks Related to Our Business and Operations—Our current backlog of contract drilling revenue may not be ultimately realized.”

Previous wording

As of December 31, 2024, ExxonMobil, BP, and Petrobras represented approximately 37.2%,13.1%, and 12.6% of our backlog, respectively.

Current wording

As of December 31, 2025, ExxonMobil, Shell plc, BP, and TotalEnergies represented approximately 23.7%,19.5%, 16.2%, and 12.6% of our backlog, respectively.

Previous wording

Net income for the year ended December 31, 2024, was $448.4 million, or $2.96 per diluted share, on operating revenues of $3.1 billion compared to net income for the year ended December 31, 2023, of $481.9 million, or $3.32 per diluted share, on operating revenues of $2.6 billion.

Current wording

Net income for the year ended December 31, 2025, was $216.7 million, or $1.35 per diluted share, on operating revenues of $3.3 billion compared to net income for the year ended December 31, 2024, of $448.4 million, or $2.96 per diluted share, on operating revenues of $3.1 billion.

Previous wording

(1)We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.

Current wording

(1)We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs (i.e., idle without a contract, have reduced or no crew, or are not actively marketed in present market conditions), and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.

Previous wording

Floaters. During the year ended December 31, 2024, floaters generated revenue of $2.3 billion, as compared to $2.0 billion in year ended December 31, 2023. The increase in revenue was mainly attributable to $297.0 million provided by the additional floaters acquired in connection with the Diamond Transaction. The increase also included $285.6 million from an increase in average dayrates during the current year, excluding rigs acquired in the Diamond Transaction, and $42.0 million received from a contract termination fee. These increases were partly offset by $265.6 million from rigs with net changes in operating days during the current year, excluding rigs acquired in the Diamond Transaction. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $19.5 million during the current year. For additional information, see “Note 2 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Current wording

Floaters. During the year ended December 31, 2025, floaters generated revenue of $2.6 billion, as compared to $2.3 billion in the year ended December 31, 2024. The increase in revenue was mainly attributable to $626.2 million provided by the additional floaters acquired in connection with the Diamond Transaction. For additional information, see “Note 2 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. These increases were partly offset by $347.9 million from rigs with net changes in operating days during the current year as well as $13.7 million from a decrease in average dayrates during the current year. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $46.6 million during the current year.

Previous wording

Jackups. During the year ended December 31, 2024, jackups generated revenue of $569.1 million, as compared to $451.6 million in year ended December 31, 2023. The increase in revenue was mainly attributable to $60.5 million from an increase in average dayrates during the current year and $91.5 million from rigs with net changes in operating days during the current year. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $27.1 million during the current year.

Current wording

Jackups. During the year ended December 31, 2025, jackups generated revenue of $539.5 million, as compared to $569.1 million in the year ended December 31, 2024. The decrease in revenue was mainly attributable to a decrease of $93.3 million from rigs with net changes in operating days during the current year. This decrease was partly offset by $81.5 million from an increase in average dayrates in the current year. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $5.1 million during the current year.

Previous wording

Floaters. During the year ended December 31, 2024, total contract drilling services cost related to floaters was $1.3 billion, as compared to $1.1 billion in year ended December 31, 2023. The primary drivers of this increase were $180.1 million related to the additional floaters acquired in connection with the Diamond Transaction and $32.0 million predominately driven by labor and transportation costs across the fleet. These increases were partially offset by insurance proceeds received for a certain rig totaling $18.1 million. For additional information, see “Note 2 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Current wording

Floaters. During the year ended December 31, 2025, total contract drilling services cost related to floaters was $1.5 billion, as compared to $1.3 billion in the year ended December 31, 2024. The primary drivers of this increase were $270.2 million related to the additional floaters acquired in connection with the Diamond Transaction (for additional information, see “Note 2 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K), $38.6 million in mobilization costs, $16.5 million in insurance costs, $10.1 million in fuel, and $6.1 million in rental equipment. These increases were partially offset by decreases of $40.7 million in repairs and maintenance, $13.1 million in transportation and storage, $12.5 million in labor, as well as insurance proceeds received for a certain rig totaling $15.6 million. Further, there was a decrease of $27.1 million related to certain rigs sold or no longer operated by Noble.

Previous wording

Jackups. During the year ended December 31, 2024, total contract drilling services cost related to jackups was $381.2 million, as compared to $340.0 million in year ended December 31, 2023. The primary drivers of the aggregate increase of $99.0 million related to labor costs, repairs and maintenance, operations support, and other costs across the fleet due to increased activity. These increases were partially offset by a decrease of $58.0 million after the completion of disposal activities regarding certain rigs.

Current wording

Jackups. During the year ended December 31, 2025, total contract drilling services cost related to jackups was $377.0 million, as compared to $381.2 million in the year ended December 31, 2024. The primary drivers of this decrease were $10.4 million related to repairs and maintenance as well as insurance proceeds received for a certain rig totaling $20.0 million. These decreases were partially offset by increases of $10.2 in mobilization costs, $4.8 million in fuel, $3.5 million in labor, and $20.4 million in non-labor and operations support costs, and other costs across the fleet. Further, there was a decrease of $12.7 million related to certain rigs sold or no longer operated by Noble.

Previous wording

Depreciation and amortization. Depreciation and amortization totaled $428.6 million and $301.3 million during the years ended December 31, 2024 and 2023, respectively. Depreciation and amortization increased by $127.3 million in the current year primarily due to the timing of capital additions that were placed in service as compared to retirements among the periods as well as an incremental amount added in connection with the Diamond Transaction.

Current wording

Depreciation and amortization. Depreciation and amortization totaled $585.5 million and $428.6 million during the years ended December 31, 2025 and 2024, respectively. Depreciation and amortization increased in the current year primarily due to the Diamond Transaction as well as the timing of capital additions that were placed in service as compared to retirements among the periods.

Previous wording

General and administrative. General and administrative expenses totaled $140.5 million and $128.4 million during the years ended December 31, 2024 and 2023, respectively. The increase was primarily a result of the Diamond Transaction and other individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee related costs.

Current wording

General and administrative. General and administrative expenses totaled $133.1 million and $140.5 million during the years ended December 31, 2025 and 2024, respectively. The small decrease was due to individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee-related costs.

Previous wording

Merger and integration costs. Noble incurred $109.4 million and $60.3 million of merger and integration costs during the years ended December 31, 2024 and 2023, respectively, primarily as a result of the Diamond Transaction and the Business Combination with Maersk Drilling. During the current period, $84.5 million and $25.0 million of costs related directly to the Diamond Transaction and the Business Combination with Maersk Drilling, respectively. Costs incurred prior to 2024 related to the Business Combination with Maersk Drilling in October 2022. A majority of the costs attributable to the Diamond Transaction related to the closing of the transaction and included charges for professional fees, severance, and share-based compensation. For additional information, see “Note 2 — Acquisitions and Divestitures” and “Note 3 — Merger and Integration Costs” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Current wording

Merger and integration costs. Noble incurred $26.4 million and $109.4 million of merger and integration costs during the years ended December 31, 2025 and 2024, respectively, primarily as a result of the Diamond Transaction. During the current year, $25.4 million and $0.9 million of costs related directly to the Diamond Transaction and the Business Combination with Maersk Drilling, respectively. Costs incurred prior to 2025 related primarily to the Diamond Transaction, of which, a majority of the costs were attributable to the closing of the transaction and included charges for professional fees, severance, and share-based compensation. For additional information, see “Note 2 — Acquisitions and Divestitures” and “Note 3 — Merger and Integration Costs” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Previous wording

Gain on sale of operating assets, net. During the year ended December 31, 2024, we sold the Noble Explorer for total proceeds of $25.0 million, $21.5 million of which was received in the fourth quarter of 2023, resulting in a pre-tax gain of $17.4 million.

Current wording

Gain on sale of operating assets, net. During the year ended December 31, 2025, we sold the Noble Highlander, Noble Reacher, Pacific Meltem, and Pacific Scirocco, resulting in a pre-tax gain of $9.7 million. During the year ended December 31, 2024, we sold the Noble Explorer, resulting in a pre-tax gain of $17.4 million.

Previous wording

Interest expense, net of amounts capitalized. Interest expense totaled $94.2 million and $59.1 million for the years ended December 31, 2024 and 2023, respectively. Interest expense primarily relates to our 2030 Notes which, in part, refinanced prior debt assumed in the Business Combination with Maersk Drilling in October 2022, as well as the Diamond Second Lien Notes. For additional information, see “Note 6 — Debt“ to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Current wording

Interest expense, net of amounts capitalized. Interest expense totaled $162.4 million and $94.2 million for the years ended December 31, 2025 and 2024, respectively. Interest expense increased as a result of the Diamond Transaction and primarily relates to our 2030 Notes as well as the Diamond Second Lien Notes (as defined below). For additional information, see “Note 6 — Debt“ to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Previous wording

Interest income and other, net. Noble recognized other expenses of $17.4 million and other income of $18.1 million for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, Noble made a tax contribution repayment of $4.0 million related to a joint taxation scheme with A.P. Møller Holding A/S. For the year ended December 31, 2023, other income primarily related to the recognition of approximately $19.1 million of compensation under the same arrangement. For additional information, see “Note 10 — Income Taxes” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Current wording

December 31, 2025, Noble received a $3.5 million tax contribution payment from A.P. Møller Holding A/S (“APMH”), recognized a $5.9 million excise tax receivable, and made a $1.0 million annual fee payment related to the 2023 Revolving Credit Facility (as defined below). For the year ended December 31, 2024, Noble made a tax contribution repayment of $4.0 million related to a joint taxation scheme with APMH. For additional information, see “Note 10 — Income Taxes” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Previous wording

Income tax benefit (provision). Noble recorded an income tax provision of $44.0 million and $30.3 million during the years ended December 31, 2024 and 2023, respectively.

Current wording

Income tax benefit (provision). Noble recorded an income tax provision of $56.4 million and $44.0 million during the years ended December 31, 2025 and 2024, respectively.

Previous wording

During the year ended December 31, 2023, our tax provision included tax benefits of $187.2 million related to releases of valuation allowances in Luxembourg, Guyana, Switzerland, and Norway, and a tax benefit of $6.8 million related to uncertain tax position releases. Such tax benefits were offset by tax expenses related to uncertain tax positions of $20.9 million in various countries, contract fair value amortization of $23.7 million, and various recurring quarterly accruals of $179.6 million primarily in Guyana, Switzerland, and Luxembourg.

Current wording

During the year ended December 31, 2025, our tax provision included tax benefits of $134.0 million related to non-recurring releases of valuation allowances primarily in Luxembourg and Switzerland, and a net tax benefit of $60.2 million related to changes in uncertain tax positions. Such tax benefits were offset by various recurring annual accruals of $250.6 million primarily in Guyana, the United States, Switzerland, and Luxembourg.

Previous wording

During the year ended December 31, 2024, our tax provision included tax benefits of $123.6 million related to releases of valuation allowances primarily in Luxembourg, and a net tax benefit of $20.2 million related to changes in uncertain tax positions. Such tax benefits were offset by various recurring quarterly accruals of $187.8 million primarily in Guyana, Nigeria, the United States, Switzerland, and Luxembourg.

Current wording

During the year ended December 31, 2024, our tax provision included tax benefits of $123.6 million related to non-recurring releases of valuation allowances primarily in Luxembourg, and a net tax benefit of $20.2 million related to changes in uncertain tax positions. Such tax benefits were offset by various recurring quarterly accruals of $187.8 million primarily in Guyana, Nigeria, the United States, Switzerland, and Luxembourg.

Previous wording

Our principal sources of capital in 2024 were cash generated from operating activities as well as net proceeds from the issuance of additional 2030 Notes (as defined below). Cash on hand during the current period was primarily used for the following:

Current wording

Our principal source of capital in 2025 was cash generated from operating activities. Cash on hand during the current year was primarily used for the following:

Previous wording

We currently expect to fund our cash flow needs with cash generated by our operations, cash on hand, proceeds from sales of assets, or borrowings under the 2023 Revolving Credit Facility, and we believe this will provide us with sufficient liquidity to fund our cash flow needs over the next 12 months. Subject to market conditions and other factors, we may also issue equity or long-term debt securities to fund our cash flow needs and for other purposes. We have been incurring expenses and capital costs related to incidents regarding one floater and one jackup. These incurred costs related to each rig each exceeded the applicable deductible. We received partial insurance recoveries in 2024 for each of these claims and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs.

Current wording

We currently expect to fund our cash flow needs with cash generated by our operations, cash on hand, proceeds from sales of assets, or borrowings under the 2023 Revolving Credit Facility, and we believe this will provide us with sufficient liquidity to fund our cash flow needs over the next 12 months. Subject to market conditions and other factors, we may also issue equity or long-term debt securities to fund our cash flow needs and for other purposes. We have been incurring expenses and capital costs related to an incident regarding one floater. These incurred costs exceeded the applicable deductible. We have received partial insurance recoveries for these claims and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs.

Previous wording

Net cash provided by operating activities was $655.5 million and $574.3 million for the years ended December 31, 2024 and 2023, respectively. Net cash provided by operating activities increased mainly due to improvements in cash flows from operating assets and liabilities, with key drivers being an increase in payments from customers offset by a reduction in payments to vendors, as well as the Diamond Transaction. We had working capital balances of $448.5 million and $420.1 million at December 31, 2024 and 2023, respectively.

Current wording

Net cash provided by operating activities was $951.7 million and $655.5 million for the years ended December 31, 2025 and 2024, respectively. Net cash provided by operating activities increased mainly due to improvements in cash flows from operating assets driven by an increase in payments from customers, insurance proceeds received, and the Diamond Transaction. We had working capital balances of $512.6 million and $448.5 million at December 31, 2025 and 2024, respectively.

Previous wording

Net cash used in investing activities was $959.0 million for the year ended December 31, 2024, and consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs and net cash paid related to the closing of the Diamond Transaction. Net cash used in investing activities was $366.5 million for the year ended December 31, 2023, and consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs in the newly combined fleet.

Current wording

Net cash used in investing activities was $350.1 million and $959.0 million for the years ended December 31, 2025 and 2024, respectively. The decrease in net cash used in investing activities for the year ended December 31, 2025, was primarily attributable to the net cash paid related to the closing of the Diamond Transaction occurring during the year ended December 31, 2024, and proceeds received from rig disposals during the current year. Otherwise, net cash used in investing activities consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.

Previous wording

Net cash provided by financing activities was $188.1 million and net cash used in financing activities was $325.8 million for the years ended December 31, 2024 and 2023, respectively. The year ended December 31, 2024, included the issuance of an additional $824.0 million of 2030 Notes. We also repurchased 8.4 million of our Ordinary Shares for total of $300.0 million, made dividend payments to our shareholders of $277.8 million, and paid $66.1 million in taxes withheld on vested employee share-based compensation awards. The year ended December 31, 2023, included the repayment of the DSF Credit Facility in full, the redemption of notes, the repayment of the New DNB Credit Facility, totaling $673.4 million, and the $600.0 million issuance of the initial 2030 Notes. We also repurchased 2.3 million of our Ordinary Shares for a total of $94.8 million and made dividend payments to our shareholders of $98.8 million.

Current wording

Net cash used in financing activities was $373.9 million and net cash provided by financing activities was $188.1 million for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we repurchased 0.7 million of our Ordinary Shares for a total of $20.0 million, made dividend payments to our shareholders of $320.4 million, made finance lease payments of $23.9 million, and paid $9.7 million in taxes withheld on vested employee share-based compensation awards. The year ended December 31, 2024, included the issuance of an additional $824.0 million of 2030 Notes. We also repurchased 8.4 million of our Ordinary Shares for a total of $300.0 million, made dividend payments to our shareholders of $277.8 million, and paid $66.1 million in taxes withheld on vested employee share-based compensation awards.

Previous wording

At December 31, 2024, we had a total contract drilling services backlog of approximately $6.1 billion, which includes a commitment of 57% of available days for 2025. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Current wording

At December 31, 2025, we had a total contract drilling services backlog of approximately $7.0 billion, which includes a commitment of 57% of available days for 2026. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”