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We continued to make progress on several facets of our long-term strategy in 2024, even in the face of challenging market conditions. While our financial performance reflected these challenges, we made significant, demonstrable headway in our International Drilling and Drilling Solutions businesses. The U.S. market was impacted by the recent mergers among the Lower 48 operator client base, activity declines in natural gas basins, and gains in drilling efficiencies. Notwithstanding the global market environment, Nabors continued to build its industry-leading technology portfolio, expand its geographic presence, and enhance the capabilities of our talented workforce. These attributes form the foundation for our future. Of particular note, during 2024 we agreed to acquire Parker Wellbore (“Parker”). In March 2025, we closed on the transaction, which expands the scale of Nabors Drilling Solutions business, adds a significant source of capital-light earnings, and improves our leverage metrics.

In 2024, adjusted EBITDA declined by approximately 4% versus the prior year. A decline in the U.S. Lower 48 outweighed increases across the balance of our operations.

In our International segment, 2024 adjusted EBITDA increased by more than 12% over 2023. A number of factors contributed to this performance. Notably, our SANAD onshore drilling joint venture in Saudi Arabia deployed four newbuild rigs during 2024. With these four rigs, nine of a planned total of 50 newbuild rigs were running at year end 2024. Each of these rigs has already generated attractive financial returns. At the same time, the newbuilds reinforce SANAD’s leadership in the Saudi Arabia land drilling market. In addition to SANAD’s newbuild rigs, Nabors deployed rigs in Algeria and Argentina and received awards in Kuwait for deployment in 2025. The four Algeria rigs marked Nabors return to this market and reflects the increasing demand of our advanced drilling capabilities. In Argentina, we strategically deployed idle rigs mobilized from the U.S. accompanied with a comprehensive suite of Drilling Solutions content. This rapidly growing market values the advanced technology that Nabors provides.

Adjusted EBITDA in Nabors Drilling Solutions business, or NDS, grew by more than 2% in 2024. This performance is particularly noteworthy given the contraction in the U.S. land drilling market, which accounted for more than half of NDS’s revenue in 2024. The NDS portfolio is strategically constructed to enhance drilling process performance, delivering significant value to our clients. The NDS suite, by design, requires substantially less capital than the drilling rig fleet. This attribute is particularly attractive as we pursue our strategy to generate free cash flow and reduce debt.

With the acquisition of Parker we significantly increase the scale of the Nabors Drilling Solutions business. Parker's solutions portfolio includes Quail Tools (“Quail”), the leading rental provider of high-performance downhole tubulars in the U.S. Lower 48 and U.S. Offshore markets. Parker provides similar rental services internationally in key markets. Parker also holds significant market positions in onshore and offshore tubular running services, across the U.S., the Middle East, Latin America, and Asia. Additionally, Parker's contract drilling services include land and barge rigs, as well as Operations & Maintenance services. We expect the acquisition to deliver robust strategic and financial benefits by strengthening the NDS business, providing immediate accretion to free cash flow, enhancing scale and improving leverage metrics, and an estimated synergy realization of $40 million by the end of 2025.

In U.S. Drilling, our daily rig margin in the Lower 48 market exceeded $15,400 in 2024. This level is the second highest achieved in our history following the record level set of $16,446 in 2023 when the broader industry in the Lower 48 was significantly stronger. This performance reflects disciplined pricing as well as excellent operating performance.

In our Rig Technologies segment, adjusted EBITDA grew approximately 7.5%. Much of this growth was driven by Rig Technologies’ equipment and aftermarket sales. In particular, aftermarket parts and services are a focus for this segment with their attractive margin profile.

In summary, we performed well in the face of the challenging market in the U.S. Our overall results demonstrate the value of our diversified business portfolio. Our structure enables us both to withstand less supportive market conditions and to capitalize when markets are favorable.

As we look ahead to 2025, we remain committed to our primary goals to reduce debt, generate value across our stakeholder base, drive the development and deployment of advanced technology, and improve both Nabors and the broader industry’s environmental profile.

It is a privilege to serve as Nabors’ Independent Lead Director. On behalf of the entire Nabors Board of Directors, I want to thank you for your investment in Nabors.

Over the past year, the Company has made significant progress to grow in select market segments, invest in new technologies, and revamp the Company’s capital structure. Our land drilling joint venture in Saudi Arabia, Saudi Aramco Nabors Drilling (SANAD), now operates 51 rigs. This number includes the first 11 newbuild rigs of a 50-rig newbuild program. The newbuild fleet represents the single largest expansion opportunity in all of the markets where Nabors operates. These rigs generate attractive margins and returns on investment. Altogether, including newbuilds as well as its pre-newbuild fleet, SANAD is expected to generate adjusted EBITDA totaling approximately $300 million in 2025. That figure should grow significantly as newbuild rigs are added progressively at a rate of five per year.

In addition, the Company’s investments in technology continue to yield results. In 2024, the Nabors Drilling Solutions (NDS) segment contributed 15% of Nabors’ total adjusted EBITDA with a free cash conversion rate of 87%. This segment’s performance was led by its growth in international markets. Strong demand from clients in these markets drove expansion across most of NDS’s portfolio, especially its offerings in performance software such as RigCLOUD, in addition to casing running services and managed pressure drilling. The vision to integrate technology into the rigs, across global markets, is clearly succeeding. Market awareness of the Drilling Solutions value proposition is rapidly developing into revenue and EBITDA. We think this business has a very bright future.

In October of 2024, Nabors announced it had reached an agreement to acquire Parker Wellbore. Notably, Parker holds leading positions in drill pipe rentals in the U.S. and casing running in Saudi Arabia and the United Arab Emirates. Now that the acquisition has been completed, Nabors intends to add these businesses to its existing Drilling Solutions segment. With these portfolio expansions, NDS will likely comprise more than 25% of adjusted EBITDA in 2025, on its way to doubling its contribution in 2024.

In sum, two of the Company’s most important businesses – NDS and SANAD – are growing rapidly, reflecting the strategies put in place by the leadership team. In addition, the remaining business segments, namely U.S. Drilling, International Drilling (excluding SANAD), and Rig Technologies, continue their steady contribution to the Company’s cash flow.

The Board believes having this business perspective is important, especially as the Board solicits feedback from shareholders. As the Board’s Independent Lead Director, this feedback is a fundamental component of our governance program and, as such, I have proactively encouraged extensive shareholder engagement. During these engagement opportunities I was joined by fellow directors Tanya Beder who serves as the chair of the Nabors’ Compensation Committee, Tony Chase who serves as the Chair of the Risk Oversight Committee, and other members of the Nabors management team.

Our outreach efforts following the 2024 Annual Meeting were focused primarily on the business highlights and long-term strategy of the Company and executive compensation. Many of our conversations also included deeper dialogue related to the future of the SANAD joint venture, the Parker Wellbore acquisition, and Director succession planning of our Board. During our shareholder engagements, we heard insightful and invaluable perspectives across these topics. For a complete summary of the compensation feedback from our conversations with shareholders, please refer to the Executive Compensation section below.

I encourage you to read our 2025 Proxy Statement, our 2024 Annual Report on Form 10-K, and other proxy materials. I also encourage you to read our 2024 Sustainability Report, available on the Nabors’ website.

Despite a challenging year in our industry, we remain optimistic about the long-term outlook of Nabors and look forward to continuing our dialogue with our shareholders and broader stakeholders on the issues that matter most to you. We believe the continued evolution of our ESG program, executive compensation plan and overall business strategy has benefitted from our deep engagement with shareholders.

We were among the first public companies to establish an independent board committee focused on sustainability initiatives. Over the past several years, and in direct response to shareholder feedback, the ESG Committee has implemented meaningful enhancements to our governance and sustainability programs. In addition to the actions taken in 2024 (see “2024 Shareholder Feedback on ESG” below), we continue to view a thoughtful sustainability approach as important – even as perspectives evolve in the broader macro landscape.

 

Nabors is committed to balancing traditional and new energy solutions, minimizing environmental impact, prioritizing safety, and leveraging technology to drive long-term value and sustainability.

As a global company, we prioritize collaboration and partnership to drive success. We recognize that a diverse workforce is essential to achieving our goals and are committed to fostering an inclusive environment that values diverse backgrounds, ethnicities, and experiences.

 

Our shareholders elect the Board of Directors to act on their behalf and to oversee their interests. Unless reserved to the shareholders under applicable law or the Company’s Bye-laws, all corporate authority resides in the Board as the representative of the shareholders.

The Board directs the management of the Company’s business and affairs, and, while retaining ultimate oversight responsibilities, selects executive officers to manage the day-to-day operations of the Company. Together, the Board and management share an ongoing commitment to the highest standards of corporate governance and ethics. The Board reviews all aspects of our governance policies and practices, including the “Board Guidelines on Significant Corporate Governance Issues” (the “Governance Guidelines”) and the Company’s “Code of Business Conduct”, at least annually and makes changes as necessary. The Governance Guidelines and the Code of Business Conduct along with all Committee charters are available on the Company’s website at www.nabors.com.

Shareholders and other interested parties may contact any of the Company’s Directors (as a group or individually), Board committees, or independent Directors as a group, by writing to them at Nabors Industries Ltd., c/o: Corporate Secretary and delivered in person or by courier to the Company’s principal executive offices at Crown House, 2^nd Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda, or by mail to P.O. Box HM3349, Hamilton, HMPX, Bermuda or by emailing Investor.relations@nabors.com. Shareholder communications received in this manner will be handled in accordance with the Board’s “Policy Regarding Shareholder Communications with the Board of Directors”, which is available at www.nabors.com. In addition, any concern about the Company’s conduct, or a complaint about the Company’s accounting, internal control or auditing matters, may be communicated directly to the Independent Lead Director, to the outside directors as a group, or to the Audit Committee. Such communications will be treated as confidential and can be anonymous and may be submitted in writing in care of the Corporate Secretary, or reported by phone to the Nabors Hotline, established specifically for reporting policy concerns, at 1-877-NABORS7.

While our Governance Guidelines provide for an independent chair of the Board following the tenure of our current Chairman and CEO, the Board believes that the current combination of the Chair/CEO role with an experienced, Independent Lead Director creates the most effective and balanced board leadership structure for the Company at this time. Both the Chairman and Independent Lead Director serve on the Board’s Executive Committee, and any Director may raise a matter for consideration by the Board. The Board’s current view is that a combined Chair and CEO position, together with non-executive independent directors and a proactive, objective and highly-engaged Independent Lead Director, promotes candid discourse and responsible corporate governance.

If reelected, Mr. Yearwood will continue to serve as our Independent Lead Director, a position he has held since 2011. The Board believes that Mr. Yearwood’s extensive management experience, industry-leading reputation and effective performance in the role of Independent Lead Director, qualifies him to continue to serve in that capacity.

The Independent Lead Director’s primary responsibilities include:

The Independent Lead Director also participates in direct engagement discussions with the Company’s shareholders. This past year, our Independent Lead Director partnered with the Chair of the Compensation Committee and members of the Nabors management team in extensive communications with significant shareholders and other stakeholders regarding compensation and ESG matters.

The ESG Committee conducts a review at least annually of the independence of each member of the Board and its Committees and reports its findings to the full Board. As permitted by the rules of the SEC and New York Stock Exchange (“NYSE”), the Board has adopted categorical standards to assist in making determinations of director independence. These standards incorporate and are consistent with the independence requirements of the SEC and NYSE and are set forth in our Governance Guidelines available on our website at www.nabors.com. In addition to these standards, the Board also reviews each of the transactions, relationships and arrangements described under “Certain Relationships and Related Transactions” below, as well as social and other relationships, in determining whether a director is independent.

Upon the recommendation of the ESG Committee, and after considering all relevant factors, the Board has determined that each member of the Board, other than Mr. Petrello, is independent. The Board also has determined that each member of our Audit, Compensation, and ESG Committees meets the independence standards established for these Committees by the NYSE and the applicable rules and regulations of the SEC.

The ESG Committee regularly assesses the Board’s performance and ensures that it is composed of highly qualified Directors with diverse skillsets and backgrounds. A formal evaluation of the Board and its committees is conducted on an annual basis to solicit anonymous feedback and determine appropriate action.

To ensure a robust approach to director evaluation and refreshment, our Independent Lead Director, together with the ESG Committee Chair, leads the Board’s annual self-evaluation, which considers the following topics:

The results of the evaluation are reviewed by the ESG Committee and discussed at the full board level. When appropriate, changes are implemented to improve board performance.

Directors are encouraged to serve on the boards of directors of other companies, as the Board believes such service broadens and deepens our directors’ knowledge and experience. Our Board Guidelines on Significant Corporate Governance Issues set forth certain limitations on director service to ensure that each director’s outside directorships do not interfere with his or her ability to meet the responsibilities and expectations of service on our Board, including as it relates to conflicts of interest and overboarding. Under such policy, unless approved by the Board, the employee directors of the Board may not be a member of the board of directors of more than two public companies and non-employee directors of the Board may not be a member of the board of directors of more than four public companies. All Directors must notify the Chair of the Board and Chair of the ESG Committee in advance of accepting an invitation to serve on another public company board (other than a non-profit’s board) to ensure that such new board does not either present a conflict with the Director’s role as a member of the Board or overburden the Director’s capacity to serve on the Board. Furthermore, the ESG Committee conducts an annual review of director commitments, including consideration of directorships and any leadership positions held at other public and private companies and nonprofit entities, and has determined that all directors currently comply with these guidelines.

As the ESG Committee considers its long-term Board refreshment strategy, we are committed to maintaining a pipeline of diverse Director candidates. The ESG Committee also routinely evaluates the size and structure of its Board, including the possibility of expanding the size of the Board over time. The ESG Committee would aim to fill these positions with diverse candidates from the current pipeline.

The ESG Committee believes it is desirable to maintain a mix of longer-tenured, experienced directors who have developed enhanced knowledge and understanding of, and valuable insight into, the Company and its operations and newer directors with fresh perspectives. The ESG Committee has considered shareholder perspective regarding longer-tenured directors. At this time, the Board believes that its longer-serving directors provide meaningful contribution and perspective to the boardroom given their experience and institutional knowledge and are better positioned to provide effective oversight of management. Accordingly, while director tenure is taken into consideration when evaluating the Board’s composition, the ESG Committee believes that imposing limits on director tenure would deprive the Board of the valuable contributions of its most experienced members. While the Board does not impose director tenure limits and is comfortable with its current size, which allows for greater collaboration and non-member participation across committees, the Board is mindful of the benefits of refreshment and, as such, continues to search for additional, skilled directors that bring, in particular, a diverse perspective and experience in the Middle East, to support our growing businesses in this region.

The Board also has an established practice of rotating membership of key Committees as well as rotating Committee leadership positions to allow for fresh perspectives.

Our full Board is responsible for risk oversight and delegates this responsibility to the Risk Oversight Committee. The Risk Oversight Committee oversees the Company’s policies and processes regarding risk assessment and risk management, and the Company’s enterprise risk management, compliance, and operational control activities. The Risk Oversight Committee meets at least quarterly to evaluate the Company’s risk exposure and tolerance and to discuss the most critical risks facing the Company.

The Board also has a procedure in place for employees, shareholders and any other person to report concerns about the Company’s conduct, accounting, internal controls and other matters to the Board.

Cybersecurity is an integral element of risk management at Nabors. The Board appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects, and preparedness for recovery of any such incidents on the Company and our stakeholders. Our Board is actively engaged in the oversight of our cybersecurity program.

We leverage the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0) to drive strategic direction and maturity improvement and engage third party security experts for risk assessments and program enhancements. Additionally, we evaluate our controls environment using other relevant standards such as the Oil and Natural Gas Subsector Cybersecurity Capability Maturity Model (ONG C2M2). The Company has not experienced a material cybersecurity breach within the last three years.

We also include multi-domain cybersecurity training as part of our required annual training program. In addition, training and awareness is integrated and continues throughout the year, utilizing various delivery methods such as phishing campaigns, live training sessions, and informational articles. The Company is committed to supporting our Directors’ expansion of skills and knowledge related to cybersecurity to better equip them to assess our exposure (and guide our response) to cybersecurity threats. For example, Tanya Beder holds a Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University and a certification in Gaming Cyber and Information Operations from the Military Operations Research Society.

We perform regular testing and monitoring of our systems including vulnerability scanning, penetration testing, tabletop exercises, and disaster recovery exercises that are performed both in-house and by external third parties.

Overseeing the Company’s business strategy is a key focus area for the Board, and Directors are regularly engaged in ongoing dialogue on the topic. In order for the Board to remain apprised of ongoing and emerging developments, senior management presents at least quarterly on strategic progress and initiatives. The Board also meets at least annually for a formal strategy session in which it assesses overall progress and go-forward strategic priorities, which ensure that compensation metrics incentivize executives and the management team to execute on goals aligned with the budget and achievement of the

Board’s short and long-term objectives. Further, frequent formal and informal interactions take place between the Board and senior business unit leaders.

The Company has adopted a Code of Business Conduct in accordance with NYSE requirements. All of our employees, including our executive officers and senior management, as well as our non-employee directors, are required to abide by our Code of Business Conduct and related policies and procedures, to ensure that our business is conducted in a consistently legal and ethical manner. We also expect vendors and suppliers to act consistently with the Code of Business Conduct. The Code of Business Conduct is posted on our website at www.nabors.com. We disclose on our website any material amendments to the Code of Business Conduct, or waivers from any provision of the Code of Business Conduct that apply to our CEO, CFO and Corporate Secretary.

Our Board members are actively involved in on-going oversight of the Company’s activities. Board and Committee meetings typically involve several days of preparation and meeting time, periodically involving travel to one of our business operations locations, so that board members have a “field-level” view of the business and its people. In addition to the 24 board and Committee meetings held throughout 2024, our board members routinely met with members of Nabors’ senior leadership, shareholders, key customers, vendors, and other stakeholders.

The Board has six Committees, each of which report their activities to the full Board:

Appointments to and chairs of the Committees are recommended by the ESG Committee and approved by the Board. Directors are expected to attend all meetings of the Board and Committees on which they serve. In practice, we believe a small board provides the unique opportunity for all Directors to participate in all committee meetings, regardless of committee membership, which promotes greater knowledge sharing and leveraging each Director’s specialized skillset.

Each of our Directors attended 100% of all meetings and information sessions of the Board and Committees on which they served during 2024. Although it is not a policy, we encourage our Board members to attend the annual general meeting of shareholders. In 2024, five of our Board members attended the 2024 Annual General Meeting.

The following chart shows the current membership and Chair of each Committee.

The Board held four meetings during 2024, in addition to numerous information sessions. The Board also took action by unanimous written consent when appropriate. Each of the Audit, Compensation, ESG, Risk Oversight, and Technology and Safety committees met four times, in addition to holding numerous information sessions, and also took action by unanimous written consent when appropriate. On an interim basis, the Executive Committee of the Board or a Special Committee may be designated to oversee ongoing active matters that may require actions between Board meetings. In 2024, the Executive Committee took action on two occasions via unanimous written consent.

Key management personnel are invited on a rotational basis to make presentations to the Board at every meeting. This practice ensures informed contact by the Board members with management. Our standard practice is to permit all Board members to attend any and all Committee meetings. This practice promotes extraordinary depth of knowledge with respect to Company matters and ensures the Company benefits from the Directors’ collective knowledge, skill and experience. Board members also hold meetings with shareholders, either in person or by telephone. This allows the Board to have direct communication and to discuss issues that are of importance to the shareholders. Members of the Board also meet regularly with management and employees of the Company to discuss strategy and other matters. The Board and its committees also have executive sessions without management present whenever required, including in connection with every regular meeting of the Board. Any committee member or Board director can request such executive session at each of the regularly scheduled meetings.

The following tables show the key responsibilities of each Board Committee.

All cash retainers are paid on a pro rata basis at the end of each quarter. Any director may elect to receive immediately vested stock options in lieu of the quarterly cash retainer payment, valued at the amount of the payment using the Black-Scholes valuation model.

The restricted share awards to non-employee Directors generally are made shortly after the annual general meeting of shareholders. This ensures that the awards are granted only to shareholder-elected members for the current year and not to Directors who are retiring or otherwise not continuing as Directors. In addition, Directors who retire from the Board and who meet other criteria may, under certain circumstances, maintain previously issued equity awards outstanding upon approval by the Compensation Committee.

Under the Director Share Ownership guidelines, each director is required to own Company shares with a value of at least five times the director’s annual cash retainer (exclusive of any portion of the retainer received as a member or Chair of any Committee). Share value for purposes of the guidelines is determined as of the date of grant for vested or unvested restricted share awards or, in the case of open market purchases, the date of acquisition. Each director has three years from the date of their first election to the Board by the shareholders to meet the ownership requirements of the guidelines. Each director is currently in compliance with the guidelines.

The following table sets forth information concerning total director compensation in 2024 for each non-employee director. Mr. Petrello, who was an employee of the Company throughout 2024, is not included in this table. His compensation is reflected in the Summary Compensation Table under “Executive Compensation Tables” below.

independent Special Committee consisting of Tanya Beder, as Chair, John Yearwood and James Crane, to oversee the business combination between NETC II (NASDAQ:NETD) and e2Companies LLC (“e2”). This Special Committee’s responsibilities will expire upon the anticipated completion of NETC II’s business combination with e2. For their services during 2024, members Mr. Yearwood and Mr. Crane each received $64,000 and Ms. Beder received $74,000.

The ESG Committee and the Board considered the totality of the information and concluded that Mr. Crane met both the objective and subjective standards of director independence established by the NYSE, as well as the Board’s Governance Guidelines and the Company’s Related Party Policy. The ESG Committee and the Board also approved ongoing ordinary-course business transactions between the Company and the CCG companies. Mr. Crane was available to answer questions about the transactions and the relationship between the Company and the CCG companies, but otherwise abstained from any discussion, consideration, or vote of the Board on this subject. Mr. Crane does not serve on the Compensation Committee, the ESG Committee, or the Audit Committee of the Board.

In connection with our acquisition of Parker Drilling Company (“Parker”) we entered into voting and lock-up agreements (the “Voting & Lock-Up Agreements”) with certain shareholders of Parker (the “Supporting Shareholders”) that became shareholders of ours upon consummation of the acquisition. Among other things, the Voting & Lock-Up Agreements require the Supporting Shareholders to vote shares received as consideration in the acquisition and any other shares they may own in favor of any candidate nominated as a director to our Board by the Board itself or the appropriate committee, vote in favor of any other proposals to the shareholders that the Board recommends shareholders at-large vote in favor of or the Board has already approved and vote against any Board candidate not recommended or approved by the Board. The Voting & Lock-Up Agreements also contain standstill provisions. The Voting and Lock-Up Agreements will terminate upon the earlier to occur of (i) 180th consecutive day that the applicable Supporting Shareholder no longer, directly or indirectly, beneficially owns any of our common shares and (ii) the third anniversary of the closing date of the merger.

The members of the ESG Committee recommended the re-nomination of all seven Directors. The full Board has agreed with the recommendations of the ESG Committee and nominated each of Ms. Beder and Messrs. Chase, Crane, Kotts, Linn, Petrello and Yearwood for re-election. Each nominee for director who is elected at the Annual Meeting will serve a one-year term, expiring at the next annual general meeting of shareholders or until such later time as such director’s successor is duly elected and qualified. Each of the nominees has agreed to serve as a director if elected, and we do not anticipate that any will be unable or unwilling to stand for election.

The ESG Committee and the Board have determined that the nominees possess the right mix of backgrounds, perspectives and experiences to provide robust oversight. The Board regularly evaluates the needs and risks facing the Company to ensure the Board embodies the necessary skills, attributes and qualifications to suit the evolving landscape in which it operates. The Board’s top priority is to ensure effective and ethical oversight of the Company and its operations, and the implementation of its strategic goals.

To guide this process, the ESG Committee considers a broad set of criteria to ensure that each candidate can assist the Board in fulfilling its fiduciary duties to the Company and its shareholders. In identifying and recommending director nominees, the ESG Committee places primary emphasis on the following criteria:

These criteria include those set forth in our Board Guidelines on Significant Corporate Governance Issues, which are available on our website at www.nabors.com and to any shareholder who requests them in writing. Requests should be addressed to the Corporate Secretary and delivered in person or by courier to the Company’s principal executive offices at Crown House, 2^nd Floor, 4 Par-la-Ville Road, Hamilton, HM08, Bermuda, or by mail to P.O. Box HM3349, Hamilton, HMPX Bermuda.