Noble Corp plc

Previous wording

The following discussion is intended to assist you in understanding our financial position at September 30, 2025, and our results of operations for the three and nine months ended September 30, 2025 and 2024. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”) and our other filings with the US Securities and Exchange Commission (“SEC”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our,” and words of similar meaning refer collectively to Noble and its consolidated subsidiaries.

Current wording

The following discussion is intended to assist you in understanding our financial position at March 31, 2026, and our results of operations for the three months ended March 31, 2026 and 2025. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”) and our other filings with the US Securities and Exchange Commission (“SEC”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our,” and words of similar meaning refer collectively to Noble and its consolidated subsidiaries.

Previous wording

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this report or in the documents incorporated by reference, are forward looking statements, including those regarding expected financial performance, revenues, expected utilization, and fleet status, stacking of rigs, effects of new rigs on the market revenues, the impact of the Diamond Transaction, operating expenses, cash flows, contract status, tenders, terms and duration, dayrates, termination and extensions, contract backlog, the availability, delivery, mobilization, stacking or reactivation, contract commencement, relocation or other movement of rigs and the timing thereof, contract claims, capital expenditures, insurance maintenance and renewals, access to financing, rig demand, peak oil, the offshore drilling market, oil prices, production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), and any expectations we may have with respect thereto, our future financial position, business strategy, impairments, repayment of debt, credit ratings, liquidity, borrowings under any credit facilities or other instruments, sources of funds, cost inflation, planned acquisitions or divestitures of assets, governmental regulations and permitting, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, share repurchases, progress, plans and goals related to environmental, social, and governance matters, the outcome of tax disputes, assessments and settlements, and expense management, the outcome of any dispute, litigation, audit or investigation, plans, foreign currency requirements, results of joint ventures, general economic, market, including inflation, recessions and the impact of new or increased tariffs, trends and outlook, general political conditions, including political tensions, conflicts and war, timing for compliance with any new regulations the benefits or results of acquisitions or dispositions. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will,” and similar expressions are intended to be among the terms that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to revise or update any forward-looking stateme…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). All statements other than statements of historical facts included in this report or in the documents incorporated by reference are forward looking statements, including those regarding expected financial performance, revenues, expected utilization, fleet status, stacking of rigs, effects of new rigs on the market revenues, the impact of acquisitions or divestments, operating expenses, cash flows, contract status, tenders, terms and duration, dayrates, termination and extensions, contract backlog, the availability, delivery, mobilization, stacking or reactivation, contract commencement, relocation or other movement of rigs and the timing thereof, contract claims, capital expenditures, insurance maintenance and renewals, access to financing, rig demand, peak oil, the offshore drilling market, oil prices, production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), and any expectations we may have with respect thereto, our future financial position, business strategy, impairments, repayment of debt, credit ratings, liquidity, borrowings under any credit facilities or other instruments, sources of funds, cost inflation, planned acquisitions or divestitures of assets, governmental regulations and permitting, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, share repurchases, the impacts of sustainability matters, the outcome of tax disputes, assessments and settlements, and expense management, the outcome of any dispute, litigation, audit or investigation, plans, foreign currency requirements, results of joint ventures, general economic, market, including inflation and recessions, trends and outlook, general political conditions, including political tensions, conflicts and war, timing, benefits or results of acquisitions or dispositions, and timing for compliance with any new regulations. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will,” and similar expressions are intended to be among the terms that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Noble may also use social media channels including, but not limited to, Noble's accounts on LinkedIn, Facebook, Instagram, and Twitter, to communicate with investors and the public about its business, services, and other matters, and those communications could be deemed to be material information. Except to the extent explicitly stated herein, documents and information on our website or our social media channels are not incorporated by reference herein.

Current wording

Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Noble may also use social media channels including, but not limited to, Noble’s accounts on LinkedIn, Facebook, Instagram, and X, to communicate with investors and the public about its business, services, and other matters, and those communications could be deemed to be material information. Except to the extent explicitly stated herein, documents and information on our website or our social media channels are not incorporated by reference herein.

Previous wording

Noble is a leading offshore drilling contractor for the oil and gas industry. As of the filing date of this Quarterly Report on Form 10-Q, Noble performs, through its subsidiaries, contract drilling services with a fleet of 36 drilling rigs, consisting of 25 floaters and 11 jackups, after closing on the sale of the Noble Reacher on October 6, 2025, focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.

Current wording

Noble is a leading offshore drilling contractor for the oil and gas industry. As of the filing date of this Quarterly Report on Form 10-Q, Noble performs, through its subsidiaries, contract drilling services with a fleet of 31 drilling rigs, consisting of 25 floaters and 6 jackups (excluding certain rigs currently operating under a bareboat charter agreement), focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.

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 since early 2024 and a further correction more recently with spot prices for Brent crude generally in the mid to high $60s per barrel compared to an average price of $80 per barrel during 2024. 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 generally plateaued more recently.

Current 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 since early 2024, although, recently, the ongoing conflict in Iran has caused significant disruption in the normal flow of oil, refined petroleum products, and related commodities, with consequent price increases. 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 and despite recent downward pressure on the price of oil, 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. 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 utilization outlook for both floaters and jackups over the next several quarters is anticipated to be lower than the utilization rates realized during the prior two years. Furthermore, economic uncertainty 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.

Current wording

Although the market outlook in our business varies by geographical region and water depth and, despite recent volatility regarding 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 increased volatility regarding commodity prices, arising from, among other things, the recent escalation of conflict in Iran, disrupted shipping channels, and elevated geopolitical tensions, collectively present potential for oil demand destruction and supply chain pressure.

Previous wording

Recent contract awards and open tenders show an increasing proportion of multi-year contracts, although a significant number of shorter term commitments continue to be fixed, as well. Longer term contracts can generally provide economic efficiencies by reducing the number of rig contract start-ups, both with different customers and among different regions, which is expected to reduce incremental resources and costs. On the other hand, certain multi-year contracts that are scheduled to commence a year or longer into the future can present near term utilization inefficiency due to challenges with filling interim availability on the assets.

Current wording

Returning to the broader offshore drilling market, recent contract awards and open tenders show an increasing proportion of multi-year contracts, although a significant number of shorter-term commitments continue to be fixed as well. Longer-term contracts can generally provide economic efficiencies by reducing the number of rig contract start-ups, both with different customers and among different regions, which is expected to reduce incremental resources and costs. On the other hand, certain multi-year contracts that are scheduled to commence a year or longer into the future can present near-term utilization inefficiency due to challenges with filling interim availability on the assets.

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

Our cost profile remains sensitive to global labor market conditions, capital intensive repair and maintenance scopes on our rigs, global trade and sanctions regimes, including the impacts of new or increased tariffs or trade wars, and geopolitical crises and their respective regional and global ramifications. Each of these factors has the potential to adversely impact our ability to conduct our day-to-day operations and manage costs, with uncertainty related to trade policy and tariffs also having the ability to negatively impact rig demand.

Current wording

Our cost profile remains sensitive to global labor market conditions, capital intensive repair and maintenance scopes on our rigs, global trade and sanctions regimes, including the impacts of new or increased tariffs or trade wars, and geopolitical crises (including the recent escalation of conflict in Iran) and their respective regional and global ramifications. Each of these factors has the potential to adversely impact our ability to conduct our day-to-day operations and manage costs with uncertainty related to trade policy and tariffs also having the ability to negatively impact rig demand.

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. As of September 30, 2025, contract drilling services backlog totaled approximately $7.1 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 March 31, 2026, contract drilling services backlog totaled approximately $7.2 billion.

Previous wording

(1)Represents a three-month period beginning October 1, 2025.

Current wording

(1)Represents a nine-month period beginning April 1, 2026.

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)Assuming approximately 40% of available performance revenue realized on a combined basis under certain long-term contracts with Shell (US) and TotalEnergies (Suriname).

Current wording

(3)Assuming approximately 40% of available performance revenue realized on a combined basis under certain long-term contracts with Shell plc (US Gulf) and TotalEnergies (Suriname).

Previous wording

(4)In 2022, Noble renewed its five-year Framework Agreement with Aker BP (the “Framework Agreement”) 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

(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.

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 (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.

Previous wording

As of September 30, 2025, ExxonMobil, Shell, BP, and TotalEnergies represented approximately 23.3%, 19.2%, 16.2%, and 12.5% of our backlog, respectively.

Current wording

As of March 31, 2026, ExxonMobil, Shell, BP, TotalEnergies, and Aker BP represented approximately 21.1%, 19.1%, 14.4%, 12.5%, and 11.1% of our backlog, respectively.

Previous wording

Net loss for the three months ended September 30, 2025 (the “current quarter”), was $21.1 million, or $(0.13) per diluted share, on operating revenues of $798.0 million compared to net income for the three months ended September 30, 2024, of $61.2 million, or $0.40 per diluted share, on operating revenues of $800.5 million.

Current wording

Net income for the three months ended March 31, 2026 (the “current quarter”), was $120.7 million, or $0.75 per diluted share, on operating revenues of $785.7 million compared to net income for the three months ended March 31, 2025, of $108.3 million, or $0.67 per diluted share, on operating revenues of $874.5 million.

Previous wording

(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates exclude the effect of non-cash amortization related to favorable and unfavorable off-market customer contract assets and liabilities.

Current wording

(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates have not been adjusted for the non-cash amortization related to favorable and unfavorable customer contract intangibles.

Previous wording

Jackups. During the nine months ended September 30, 2025, jackups generated revenue of $394.0 million, as compared to $419.1 million in the nine months ended September 30, 2024. The decrease in revenue was mainly attributable to a decrease of $63.8 million from rigs with net changes in operating days during the current period. This decrease was partly offset by $55.6 million from an increase in average dayrates in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $4.3 million in the current period.

Current wording

Floaters. During the first quarter of 2026, floaters generated revenue of $620.6 million, as compared to $693.4 million in the first quarter of 2025. The decrease in revenue was mainly attributable to $93.9 million from rigs with net changes in operating days. This decrease was partly offset by $28.4 million from an increase in average dayrates in the current period. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $7.4 million in the current period.

Previous wording

Jackups. During the third quarter of 2025, jackups generated revenue of $127.3 million, as compared to $158.2 million in the third quarter of 2024. The decrease in revenue was mainly attributable to $51.8 million from rigs with net changes in operating days. This decrease was partly offset by $22.8 million from an increase in average dayrates in the current period.

Current wording

Jackups. During the first quarter of 2026, jackups generated revenue of $122.0 million, as compared to $139.0 million in the first quarter of 2025. The decrease in revenue was mainly attributable to $23.4 million from rigs with net changes in operating days primarily as a result of divestitures during the current period. This decrease was partly offset by $6.7 million from an increase in average dayrates in the current period.

Previous wording

Floaters. During the third quarter of 2025, total contract drilling services costs related to floaters was $381.6 million, as compared to $332.6 million in the third quarter 2024. The primary drivers of this increase were $71.1 million related to the additional floaters acquired in connection with the Diamond Transaction, $7.3 million in fuel, $5.0 million in insurance costs, and $3.6 million in mobilization. These increases were partially offset by decreases of $15.8 million in repairs and maintenance and $11.0 million in non-labor costs, operations support costs, and other costs across the fleet. Further, there was a decrease of $11.2 million related to certain rigs sold or no longer operated by Noble.

Current wording

Floaters. During the first quarter of 2026, total contract drilling services costs related to floaters was $362.6 million, as compared to $391.6 million in the first quarter 2025. The primary drivers of this decrease were $13.5 million in rental equipment, $10.5 million in repairs and maintenance, $4.7 million in regulatory inspections, and $4.4 million in non-labor costs, operations support costs, and other costs across the fleet. Further, there was a decrease of $5.8 million related to certain rigs sold or no longer operated by Noble. These decreases were partially offset by increases of $6.5 million in mobilization and $3.4 million in fuel.

Previous wording

Depreciation and amortization. Depreciation and amortization totaled $147.3 million and $109.9 million during the third quarter of 2025 and 2024, respectively. Depreciation and amortization increased by $37.4 million in the current period primarily due to the Diamond Transaction.

Current wording

Depreciation and amortization. Depreciation and amortization totaled $137.3 million and $143.1 million during the first quarter of 2026 and 2025, respectively. Depreciation and amortization decreased primarily due to divestitures during the current period 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 $33.3 million and $43.6 million during the third quarter of 2025 and 2024, respectively. The decrease was primarily due to reductions within certain corporate charges such as professional fees, corporate leases, and employee-related costs.

Current wording

General and administrative. General and administrative expenses totaled $30.0 million and $35.2 million during the first quarter of 2026 and 2025, respectively. The decrease was primarily due to reductions within certain corporate charges such as professional fees, corporate leases, and employee-related costs.

Previous wording

Merger and integration costs. Noble incurred $2.1 million and $69.2 million of merger and integration costs during the third quarter of 2025 and 2024, respectively. In the third quarter of 2025, costs incurred directly related to the Diamond Transaction. In the third quarter of 2024, $63.1 million and $6.1 million of costs incurred related directly to the Diamond Transaction and the Business Combination with Maersk Drilling, respectively. In both periods, such costs related primarily to professional fees and certain integration-related activities.

Current wording

Merger and integration costs. Noble incurred $2.6 million and $14.9 million of merger and integration costs during the first quarter of 2026 and 2025, respectively. In the first quarter of 2026 and 2025, all and the majority of costs incurred, respectively, directly related to the agreement and plan of merger, dated June 9, 2024, with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). In both periods, such costs related primarily to professional fees and certain integration-related activities.

Previous wording

(Gain) loss on sale of operating assets, net. During the third quarter of 2025, we sold the Noble Highlander and the Pacific Meltem, resulting in a pre-tax gain of $5.6 million.

Current wording

(Gain) loss on sale of operating assets, net. During the first quarter of 2026, we sold the Noble Tom Prosser, Noble Mick O'Brien, Noble Regina Allen, Noble Resilient, and Noble Resolute, resulting in a pre-tax gain of $89.5 million.

Previous wording

Interest expense, net of amounts capitalized. Interest expense totaled $40.5 million and $25.0 million during the third quarter of 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. For additional information, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

Interest expense, net of amounts capitalized. Interest expense totaled $40.6 million and $40.5 million during the first quarter of 2026 and 2025, respectively. Interest expense in each period primarily related to our 2030 Notes as well as the Diamond Second Lien Notes (as defined below). For additional information, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

Interest income and other, net. Noble recognized interest and other income of $0.7 million and $2.3 million during the third quarter of 2025 and 2024, respectively.

Current wording

Interest income and other, net. Noble recognized interest and other income of $8.2 million and $1.8 million during the first quarter of 2026 and 2025, respectively. The current period includes $3.4 million of interest income from the seller notes received from the sale of jackup rigs to Borr Drilling Limited. For additional information, see “Note 9 — Supplemental Financial Information—Notes receivable” to our unaudited condensed consolidated financial statements.

Previous wording

Income tax benefit (provision). Noble recorded an income tax provision of $31.7 million and $31.6 million during the third quarter of 2025 and 2024, respectively.

Current wording

Income tax benefit (provision). Noble recorded an income tax provision of $72.9 million and $40.4 million during the first quarter of 2026 and 2025, respectively.

Previous wording

During the third quarter of 2025, our tax provision included tax benefits of $6.1 million related to adjustments to valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by recurring quarterly accruals of $37.9 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Current wording

During the first quarter of 2026, our tax provision included tax benefits of $16.6 million related to adjustments to valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by tax effects of $23.5 million related to the gain on sale of operating assets and recurring quarterly accruals of $66.1 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Previous wording

During the nine months ended September 30, 2025, our tax provision included tax benefits of $85.1 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $214.3 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Current wording

During the first quarter of 2025, our tax provision included tax benefits of $56.6 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg and a net tax benefit of $10.0 million related to uncertain tax position movements. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $107.0 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Previous wording

Our principal sources of capital in the current period were cash generated from operating activities. Cash on hand during the current period was primarily used for the following:

Current wording

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

Previous wording

Our anticipated cash flow needs, both in the short term and long term, may also include repurchases, redemptions, or repayments of debt and interest.

Current wording

Our anticipated cash flow needs, both in the short term and long term, may also include share repurchases, repurchases, redemptions, or repayments of debt and interest.

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 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.

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 (as defined below), 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 $764.6 million and $519.3 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities for the nine months ended September 30, 2025, was primarily attributable to improvements in cash flows from operating assets driven by an increase in payments from customers, as well as the Diamond Transaction. We had working capital of $585.2 million at September 30, 2025, and $448.5 million at December 31, 2024.

Current wording

Net cash provided by operating activities was $273.3 million and $271.1 million for the three months ended March 31, 2026 and 2025, respectively. The increase in net cash provided by operating activities for the three months ended March 31, 2026, was primarily attributable to improvements in cash flows from operating liabilities driven by more efficient working capital management. We had working capital of $715.4 million at March 31, 2026, and $512.6 million at December 31, 2025.

Previous wording

Net cash used in investing activities was $243.7 million and $813.8 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in net cash used in investing activities for the nine months ended September 30, 2025, was primarily attributable to the disposal of rigs during the current period and net cash paid related to the closing of the Diamond Transaction during the nine months ended September 30, 2024. Otherwise, net cash used in investing activities primarily consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.

Current wording

Net cash provided by investing activities was $102.5 million for the three months ended March 31, 2026, and net cash used in investing activities was $98.1 million for the three months ended March 31, 2025. The increase in net cash provided by investing activities for the three months ended March 31, 2026, was attributable to the disposal of rigs during the current period. Otherwise, investing activities in the current period consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.

Previous wording

Net cash used in financing activities was $288.6 million for the nine months ended September 30, 2025, and net cash provided by financing activities was $331.9 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we repurchased 0.7 million of our Ordinary Shares for total of $20.0 million, made dividend payments to our shareholders of $240.4 million, and paid $9.7 million in taxes withheld on vested employee share-based compensation awards. The nine months ended September 30, 2024, included the issuance of an additional $824.0 million of 2030 Notes. We also repurchased 6.9 million of our Ordinary Shares for a total of $250.0 million, made dividend payments to our shareholders of $198.2 million, and paid $57.2 million in taxes withheld on vested employee share-based compensation awards.

Current wording

Net cash used in financing activities was $189.2 million and $116.5 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we repaid $56.7 million of debt, made dividend payments to our shareholders of $83.7 million, made finance lease payments of $41.8 million, and paid $9.7 million in taxes withheld on vested employee share-based compensation awards. During the three months ended March 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 $81.4 million, made finance lease payments of $6.0 million, and paid $9.1 million in taxes withheld on vested employee share-based compensation awards.

Previous wording

At September 30, 2025, we had a total contract drilling services backlog of approximately $7.1 billion, which includes a commitment of 61% of available days for the remainder of 2025. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Current wording

At March 31, 2026, we had a total contract drilling services backlog of approximately $7.2 billion, which includes a commitment of 67% of available days for the remainder of 2026. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Previous wording

•$116.2 million in major projects, including subsea and other related projects, and capital spares; and

Current wording

Capital expenditures in each period consisted of outlays for sustaining capital, major projects, including subsea and other related projects, capital spares, rebillable capital and contract modifications, and capitalized interest.

Previous wording

Our total capital additions estimate for the year ending December 31, 2025, net of reimbursements, is expected to range between $425.0 million and $450.0 million. We expect to fund these capital additions with cash generated by our operations and cash on hand.

Current wording

Our total capital expenditures estimate for the year ending December 31, 2026, is expected to range between $615.0 million and $665.0 million. We expect to fund these capital expenditures with cash generated by our operations and cash on hand.