Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2025

NABORS INDUSTRIES LTD.

(Exact Name of Registrant as Specified in Charter)

Bermuda		001-32657		98-0363970
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Crown House
4 Par-la-Ville Road
Second Floor
Hamilton, HM08 Bermuda

(Address of Principal Executive Offices, and Zip Code)

(441) 292-1510

Registrant’s Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		NBR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On March 11, 2025 (the “Closing Date”), Nabors Industries Ltd., a Bermuda exempted company (“Nabors” or “Parent”) completed its previously announced merger with Parker Drilling Company, a Delaware corporation (“Parker” or the “Company”). Pursuant to that certain Agreement and Plan of Merger, dated as of October 14, 2024 (as amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Nabors, Parker, Nabors SubA Corporation, a Delaware corporation and a wholly owned subsidiary of Nabors (“Merger Sub”), and Värde Partners, Inc., a Delaware corporation, solely in its capacity as the representative of the stockholders of Parker (the “Stockholder Representative”), Merger Sub merged with and into Parker, with Parker surviving the merger as a wholly owned subsidiary of Nabors (the “Merger”).

Item 1.01.

Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 regarding the Parker Term Loan (as defined below) is incorporated into this Item 1.01 by reference.

On March 11, 2025, Nabors, Parker, Merger Sub and the Stockholder Representative entered into the Third Amendment to the Merger Agreement (the “Amendment”). Pursuant to the Amendment, Nabors, Merger Sub and Parker agreed, among other things, to waive certain conditions precedent to the consummation of the Merger.

On the Closing Date, certain stockholders of Parker (the “Supporting Stockholders”) entered into a registration rights agreement (the “Registration Rights Agreement”) with respect to the Nabors Common Shares (as defined below) the Supporting Stockholders hold. The Registration Rights Agreement provides certain registration rights and piggyback registration rights to the Supporting Stockholders, subject in certain circumstances to underwriter-advised maximums on the number of Nabors Common Shares offered in any single underwritten offering and issuer suspensions of sales. Nabors agreed to pay certain fees and expenses relating to registrations under the Registration Rights Agreement.

The foregoing descriptions of the Amendment and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to full text of the Amendment and the Registration Rights Agreement, which are filed as Exhibit 2.2 and Exhibit 10.4 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 1.02.

Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the consummation of the Merger as described above, all outstanding obligations under Parker’s Amended and Restated Credit Agreement, dated as of October 8, 2019 (as amended in March 2021, March 2023 and September 2024, the “Parker ABL Credit Agreement”) with the lenders and letter of credit issuers party thereto, Bank of America, N.A., as administrative agent, and Bank of America N.A. and Deutsche Bank Securities Inc. as joint lead arrangers and joint lead bookrunners were terminated. On the Closing Date, there were no borrowings and $16,692,730.15 in issued letters of credit outstanding under the Parker ABL Credit Agreement. In connection with the closing of the Merger, the issued letters of credit have been replaced with letters of credit issued under Nabors’ existing credit facilities.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report is incorporated herein by reference.

On March 11, 2025, Nabors consummated the Merger and completed the transactions contemplated by the Merger Agreement.

At the effective time of the Merger (the “Effective Time”), each share of common stock of Parker, par value $0.01 per share (the “Parker Common Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive (without interest) a pro rata share of the merger consideration, which consisted of up to 4,800,000 Nabors common shares, par value $0.05 per share (“Nabors Common Shares”) and a cash payment of $562,000.

The issuance of Nabors Common Shares in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Nabors’ Registration Statement on Form S-4 (File No. 3333-282909) (the “Registration Statement”), declared effective by the Securities and Exchange Commission on December 9, 2024.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.02 is incorporated into this Item 2.03 by reference.

Parker is party to that certain Second Lien Term Loan Credit Agreement, dated March 26, 2019 (as amended in March 2021 and January 2023) by and among Parker, UMB Bank, N.A., as administrative agent, and the lenders party thereto (the “Parker Term Loan”).

The lenders under the Parker Term Loan have lent Parker $178.1 million aggregate principal amount of term loans, all of which remains outstanding. The Parker Term Loan bears interest at a rate of 13.0 percent per annum, payable quarterly on the first day of each January, April, July and October and matures on September 26, 2025. The Parker Term Loan also contains customary affirmative and negative covenants, including as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements, conduct of business, maintenance of property, maintenance of insurance, incurrence of liens, incurrence of indebtedness, dispositions of assets, fundamental changes and restricted payments. Additionally, the Parker Term Loan contains customary events of default and remedies for a term loan facility. If Parker does not comply with the covenants in the Parker Term Loan, the lenders thereto may, subject to customary cure rights, require immediate payment of all amounts outstanding under the Parker Term Loan.

The Parker Term Loan is secured by second priority liens on substantially all of the assets of Parker and certain of its subsidiaries and has guarantees from certain subsidiaries of Parker, which liens and guarantees shall remain in force immediately after closing of the Merger.

Furthermore, the Parker Term Loan carries a customary change of control provision, which was triggered by the closing of the Merger. The change of control, when triggered, required that the Parker Term Loan be repaid or refinanced within 30 days of the Closing Date or that Parker make a change of control repayment offer pursuant to which it will offer to repurchase the term loans outstanding under the facility at 101% of the principal amount of such term loans. Nabors currently intends to refinance the Parker Term Loan with new debt after closing of the Merger, subject to market conditions.

The description of the Parker Term Loan contained in this Item 2.03 does not purport to be complete and is subject to and qualified in its entirety by reference to the Parker Term Loan, which was filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 7.01.

Regulation FD Disclosure.

On March 11, 2025, Nabors and Parker issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Nabors’ investor presentation containing additional information regarding the Merger is included in this Form 8-K as Exhibit 99.2 and is incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements

The financial statements of Parker required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report within 71 calendar days of the date on which this report is required to be filed.

(b) Pro-Forma Financial Statements

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report within 71 calendar days of the date on which this report is required to be filed.

(d) Exhibits

2.1	Agreement and Plan of Merger, dated as of October 14, 2024, by and among Nabors Industries Ltd., Nabors SubA Corporation, Parker Drilling Company and Värde Partners, Inc., solely in its capacity as the representative of the stockholders of Parker Drilling Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 15, 2024).*

2.2	Third Amendment to Agreement and Plan of Merger, dated as of March 11, 2025, by and among Nabors Industries Ltd., Nabors SubA Corporation, Parker Drilling Company and Värde Partners, Inc., solely in its capacity as the representative of the stockholders of Parker Drilling Company.

10.1	Second Lien Term Loan Credit Agreement, dated March 26, 2019, by and among Parker Drilling Company, certain subsidiaries party thereto, UMB Bank, N.A., and the Lenders from time-to-time party thereto (incorporated by reference to Exhibit 10.6 to Nabors’ Registration Statement on Form S-4 (File No. 333-282909) filed with the SEC on October 31, 2024).

10.2	First Amendment to Second Lien Term Loan Credit Agreement, dated March 26, 2021, by and among Parker Drilling Company, certain subsidiaries party thereto, UMB Bank, N.A. and the Lenders party thereto (incorporated by reference to Exhibit 10.7 to Nabors’ Registration Statement on Form S-4 (File No. 333-282909) filed with the SEC on October 31, 2024).

10.3	Second Amendment and Limited Waiver to Second Lien Term Loan Credit Agreement, dated January 12, 2023, by and among Parker Drilling Company, certain subsidiaries party thereto, UMB Bank, N.A. and the Lenders party thereto (incorporated by reference to Exhibit 10.8 to Nabors’ Registration Statement on Form S-4 (File No. 333-282909) filed with the SEC on October 31, 2024).

10.4	Registration Rights Agreement, dated as of March 11, 2025 by and among Nabors Industries Ltd. and the stockholders party thereto.

99.1	Press Release, dated March 12, 2025.

99.2	Investor Presentation, dated March 12, 2025.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2)(ii) of Regulation S-K.

Cautionary Statement Regarding Forward-Looking Statements

The information included in this Current Report includes forward-looking statements within the meaning of the Securities Act and the Exchange Act. Such forward-looking statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Nabors' actual results may differ materially from those indicated or implied by such forward-looking statements. The forward-looking statements contained in this Current Report reflect management's estimates and beliefs as of the date of this press release. Nabors does not undertake to update these forward-looking statements.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Nabors Industries Ltd.

Date:	March 12, 2025	By:	/s/ Mark D. Andrews
			Name:Mark D. Andrews
			Title: Corporate Secretary

Exhibit 2.2

Execution Version

THIRD AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
AND WAIVER

This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND WAIVER (this “Waiver”), dated as of March 11, 2025, is entered into by and among Nabors Industries Ltd., a Bermuda exempted company (the “Parent”), Nabors SubA Corporation, a Delaware corporation and a direct wholly-owned subsidiary of the Parent (the “Merger Sub”), Parker Drilling Company, a Delaware corporation (the “Company”), and Vӓrde Partners, Inc., a Delaware corporation, solely in its capacity as the representative of the stockholders of the Company (such stockholders, the “Stockholders”, and such representative, the “Stockholder Representative”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Parent, the Merger Sub, the Company and the Stockholder Representative previously entered into that certain Agreement and Plan of Merger, dated as of October 14, 2024 (as amended by that certain Amendment No. 1, dated November 13, 2024, as further amended by that certain Amendment No. 2, dated December 16, 2024, and as further amended, restated, amended and restated, or otherwise modified from time to time thereto, the “Merger Agreement”);

WHEREAS, (i) Section 6.1(b) of the Merger Agreement provides that, as a condition to the obligations of the Company, the Parent and the Merger Sub to consummate the Closing, any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from Governmental Bodies under the Antitrust Laws and FDI Laws required to consummate the Merger shall have occurred or been obtained, and (ii) Section 6.2(d) of the Merger Agreement provides that, as a condition to the obligations of the Parent and the Merger Sub to consummate the Closing, the Company is required to deliver (or cause to be delivered) all of the closing deliveries set forth in Section 2.12(b) of the Merger Agreement, including all consents, approvals, Orders or authorizations of, or written evidence of any registrations, declarations or filings made with, any Governmental Body that were required to be obtained or made in connection with the execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby to the extent listed in Section 2.12(b)(vii) of the Company Disclosure Schedule (clause (ii), collectively, the “Company Required Consents Condition”);

WHEREAS, as of the date hereof, the applicable waiting period (or extension thereof) or clearance, as applicable, under (A) the Antitrust Laws of Kazakhstan (the “Kazakhstan Antitrust Clearance”) and (B) the Antitrust Laws of Kuwait (the “Kuwait Antitrust Clearance”), in each case, have not been obtained, delivered, expired and/or terminated, as applicable;

WHEREAS, Section 6.2(b) of the Merger Agreement provides that, as a condition to the obligations of the Parent and the Merger Sub to consummate the Closing, the Company and the Stockholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company or the Stockholders, as applicable, on or prior to the Closing Date, including: (i) at least one Business Day prior to the Closing Date, the Company taking all actions necessary to amend the Company 401(k) Plan in accordance with Section 401(k) of the Code in order to (a) terminate the Company 401(k) Plan effective as of such date (but contingent on the Closing) and (b) fully vest the accounts of all of the Company 401(k) Plan participants contingent upon such termination (the “Company 401(k) Plan Condition”); and (ii) the Company Group using its commercially reasonable efforts to obtain all consents, waivers and approvals with respect to (A) the Second Lien Term Loan, (B) Technical Services Agreement, dated as of October 26, 2022, by and between Abu Dhabi Gas Development Company and International Tubular Services Middle East – WLL, (C) Vehicle and Equipment Leasing Agreement, dated as of September 19, 2019, by and between ADNOC Drilling Company P.J.S.C. and International Tubular Services Middle East – WLL, (D) the Kazakhstan Antitrust Clearance and (E) the Kuwait Antitrust Clearance (the “Company CRE Condition”);

WHEREAS, Section 6.3(b) of the Merger Agreement provides that, as a condition to the obligations of the Company to consummate the Closing, the Parent and the Merger Sub shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent and the Merger Sub on or prior to the Closing Date, including the Parent and the Merger Sub using its commercially reasonable efforts to obtain all material consents, waivers and approvals with respect to (i) the Kazakhstan Antitrust Clearance and (ii) the Kuwait Antitrust Clearance (the “Parent CRE Condition”);

WHEREAS; Sections 2.14(b) and (c) of the Merger Agreement provide procedures for the delivery of Letters of Transmittal and certain other related instructions to certain Stockholders and Converted Equity Holders following the Effective Time to the extent such Letters of Transmittal and certain other related instructions were not distributed to such Stockholders and Converted Equity Holders by the Company prior to the Effective Time;

WHEREAS, Section 6.1(g) provides that, as a condition to the obligations of the Company, the Parent and the Merger Sub to consummate the Closing, the Final Net Debt shall have been finally determined pursuant to Section 2.13(b);

WHEREAS, Section 5.21(d) provides that, as a condition to the obligations of the Company, the Parent and the Merger Sub to consummate the Closing, the dollar amount to be treated as an Excess Transaction Expense pursuant to Section 5.21(d) shall have been finalized pursuant to the terms of Section 5.21(d); and

WHEREAS, Section 9.6 of the Merger Agreement provides that any provision of the Merger Agreement may be waived by written instrument making specific reference to the Merger Agreement signed by the party against whom enforcement of any such waiver is sought.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.             Waiver of Certain Antitrust Closing Conditions. The Parent, the Merger Sub and the Company hereby waive (and only waive) the occurrence or obtainment of the Kazakhstan Antitrust Clearance and the Kuwait Antitrust Clearance under Section 6.1(b) and the compliance by the Company Group with the delivery of the Company Required Consents Condition under Section 6.2(d) of the Merger Agreement, in each case, as conditions precedent to the consummation of the Closing.

2.             Waiver of the Company CRE Condition. The Parent and the Merger Sub hereby waive (and only waive) compliance by the Company Group with the Company CRE Condition under Section 6.2(b) of the Merger Agreement as a condition precedent to the consummation of the Closing.

3.             Waiver of the Parent CRE Condition. The Company hereby waives (and only waives) compliance by the Parent and the Merger Sub with the Parent CRE Condition under Section 6.3(b) of the Merger Agreement as a condition precedent to the consummation of the Closing.

4.            Letters of Transmittal. The Parent, the Merger Sub, the Company and the Stockholder Representative hereby waive (and only waive) compliance with Sections 2.14(b) and (c) of the Merger Agreement and, therefore, Sections 2.14(b) and (c) of the Merger Agreement shall be disregarded. Further, the Parent, the Merger Sub, the Company and the Stockholder Representative acknowledge and agree that no Letters of Transmittal relating to the delivery of Parent Common Stock shall be required (or ultimately) delivered to any Stockholders or Converted Equity Holders by the Company or Parent; provided, Parent shall use commercially reasonable efforts to cause the Exchange Agent to deliver promptly following the Closing Date a short-form letter of transmittal to the holders of the shares of Company Common Stock and holders of Converted Equity Awards for purposes of electing to receive any cash payments under the Merger Agreement, as applicable, by check or by wire transfer of immediately available funds.

5.             Company 401(k) Plan Condition. Section 5.22 of the Merger Agreement shall be revised and replaced in its entirety with the following:

“5.22 401(k) Plan Matters. As soon as practicable and in any event prior to the Closing Date, the Company and the Parent will take all actions necessary to amend the Company 401(k) Plan in accordance with Section 401(k) of the Code in order to fully vest the accounts of all of the Company 401(k) Plan participants contingent upon the Closing. The form and substance of the resolutions approving such actions will be subject to the prior review and approval of the Parent, which approval shall not be unreasonably withheld. On and after the Closing, the Company 401(k) Plan shall remain in effect in accordance with its terms and conditions, as the same may be amended from time to time in Parent’s sole discretion, including, for the avoidance of doubt, Parent’s discretion to cause the Company 401(k) Plan’s merger with and into the Parent 401(k) Plan.”

6.             Net Debt. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that, in satisfaction of the condition set forth in Section 6.1(g) of the Merger Agreement, the Final Net Debt is finally determined to be $98,624,012.86.

7.             5.21(d) Transaction Expenses. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that, pursuant to Section 5.21(d) of the Merger Agreement and in satisfaction of the condition set forth in Section 6.1(i) of the Merger Agreement, the finalized dollar amount to be treated as an Excess Transaction Expense regarding (i) the matters described in item 1 on Schedule 5.21(d) of the Company Disclosure Schedule is $75,000.00 and (ii) the matters described in item 2 on Schedule 5.21(d) of the Company Disclosure Schedule is $0.

8.             Covered Transaction Expenses. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that clause (a) of the definition of “Covered Transaction Expenses” shall be revised and replaced in its entirety with the following:

“(a) any amounts incurred or to be paid by or on behalf of the Company for legal fees, related to or arising out of the preparation, negotiation, execution, delivery or performance of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby, but only up to five million dollars ($5,000,000), in the aggregate,”

9.             Certain Payment Items.

(a)                     Parent and Merger Sub hereby consent to (i) that certain Equity Incentive Award Tax Withholding Election Letter delivered by the Company (the “Withholding Letter”), and (ii) each of the matters set forth therein.

(b)                     The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that the payment of severance benefits pursuant to (i) the Employment Agreement, dated as of March 18, 2020, by and among Parker Drilling Company, Parker Drilling Management Services Ltd., and Alexander Esslemont, as amended by that certain Amendment of Employment Agreement, dated as of August 13, 2024, by and among Parker Drilling Company, Parker Drilling Management Services Ltd., and Alexander Esslemont, (ii) the Employment Agreement, dated as of August 31, 2020, by and among Parker Drilling Company, Parker Drilling Management Services Ltd., and Brage Johannessen, as amended by that certain Amendment of Employment Agreement, dated as of August 13, 2024, by and among Parker Drilling Company, Parker Drilling Management Services and Brage Johannessen, (iii) the Employment Agreement, dated as of March 26, 2019, by and among Parker Drilling Company, Parker Drilling Management Services Ltd., and Michael W. Sumruld, as amended by that certain Amendment of Employment Agreement, dated as of August 13, 2024, by and among Parker Drilling Company, Parker Drilling Management Services and Michael W. Sumruld and (iv) the Employment Agreement, dated as of March 26, 2019, by and among Parker Drilling Company, Parker Drilling Management Services Ltd., and Bryan R. Collins, as amended by that certain Amendment of Employment Agreement, dated as of August 13, 2024, by and among Parker Drilling Company, Parker Drilling Management Services and Bryan R. Collins shall, in each case, be paid on the sixtieth (60^th) day following the Closing Date.

(c)                     The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that any payments due and owing to Nathaniel Dockray and John Edward Menger pursuant to the Parker Drilling Company Transaction Severance Pay Plan shall be paid on the eighth (8^th) day following the Closing Date.

10.           Cash Payment. The Company, Parent, Merger Sub and the Stockholder Representative hereby agree that (i) the Cash Payment pursuant to Section 2.5(d) of the Merger Agreement shall be an amount equal to $562,000.00 and (ii) notwithstanding anything to the contrary in the Merger Agreement, Parent shall use commercially reasonable efforts to deposit the Cash Payment with the Exchange Agent (by wire transfer of immediately available funds) as soon as is reasonably practicable following the Closing (and no later than 9:00 a.m., Eastern Time, on the day following the Closing Date).

11.           Continuing Effect. Except as expressly set forth herein, all of the terms and conditions of the Merger Agreement shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. Without limiting the generality of the foregoing, nothing contained herein shall be deemed a waiver of any other provision of the Merger Agreement or as a waiver of or consent to any further or future action on the part of any party that would require the waiver or consent of another party. Notwithstanding anything herein to the contrary, the foregoing waivers shall be limited precisely as written to permit the parties hereto to consummate the Merger.

12.           Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Waiver.

13.          Miscellaneous. Sections 9.1 (Governing Law), 9.2 (Consent to Jurisdiction), 9.3 (Waiver of Jury Trial), 9.10 (Severability) and 9.13 (Counterparts) of the Merger Agreement shall apply to this Waiver mutatis mutandis. In the event of a conflict between the provisions of this Waiver and the Merger Agreement, the provisions of this Waiver shall control.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the day and year written above.

	PARENT:

	NABORS INDUSTRIES LTD.

	By:	/s/ Mark D. Andrews
	Name:	Mark D. Andrews
	Title:	Corporate Secretary

	MERGER SUB:

	NABORS SUBA CORPORATION

	By:	/s/ Mike Csizmadia
	Name:	Mike Csizmadia
	Title:	Vice President & Secretary

Signature Page to Waiver of Certain Merger Agreement Provisions

	COMPANY:

	PARKER DRILLING COMPANY

	By:	/s/ Alexander (Sandy) Esslemont
	Name:	Alexander (Sandy) Esslemont
	Title:	President & Chief Executive Officer

Signature Page to Waiver of Certain Merger Agreement Provisions

	STOCKHOLDER REPRESENTATIVE:

	VӒRDE PARTNERS, INC.

	By:	/s/ Francisco Milone
	Name:	Francisco Milone
	Title:	Principal

Signature Page to Waiver of Certain Merger Agreement Provisions

Exhibit 10.4

Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2025, is made and entered into by and among Nabors Industries Ltd., a Bermuda exempted company (the “Company”) and the persons identified on Schedule I hereto (the “Initial Holders”).

RECITALS

WHEREAS, on October 14, 2024, the Company, Nabors SubA Corporation, a Delaware corporation and wholly owned subsidiary of Company (“Merger Sub”), and Parker Drilling Company, a Delaware corporation (“Parker”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Parker will merge with and into Merger Sub and become a wholly-owned subsidiary of the Company (the “Merger”) with the stockholders of Parker receiving shares of common stock of the Company, par value $0.05 per share (“Company Common Stock”); and

WHEREAS, upon the closing of the Merger on the date hereof, the Initial Holders will receive certain shares of Company Common Stock (the “Acquisition Shares”) in accordance with the terms of the Merger Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

1.1           Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Acquisition Shares” shall have the meaning given in the Preamble.

“Adoption Agreement" shall have the meaning given in Section 5.2.2.

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the judgment of the Board: (a) would be required to be made in (i) any Registration Statement in order for the applicable Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any Prospectus in order for the applicable Prospectus not to include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (b) would not be required to be made at such time if the Registration Statement were not being used, and (c) the Company has a bona fide business purpose in not making such information public.

“Affiliate” means as to any person, any other person who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person. As used in this Agreement, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a person. For the avoidance of doubt, for purposes of this Agreement, the Company, on the one hand, and each of the Holders, on the other hand, shall not be considered Affiliates of one another.

“Agreement” shall have the meaning given in the Preamble.

“Block Trade” shall have the meaning given in Section 2.3.

“Board” shall mean the board of directors of the Company.

“Business Day” shall mean a day other than a day on which banks in the State of New York are authorized or obligated to be closed.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Company Common Stock” shall have the meaning given in the Recitals hereto.

“Company Securities” shall have the meaning given in Section 2.4.3(a).

“Effectiveness Period” shall have the meaning given in Section 3.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1” shall mean Form S-1 for the registration of securities under the Securities Act promulgated by the Commission, including any successor forms thereto.

“Form S-3” shall mean Form S-3 for the registration of securities under the Securities Act promulgated by the Commission, including any successor forms thereto.

“Holder” shall mean each Initial Holder, and any additional party identified on the signature pages of any Adoption Agreement executed and delivered pursuant to this Agreement.

“Holder Indemnified Persons” shall have the meaning given in Section 4.1.1.

“Holder Information” shall have the meaning given in Section 4.1.2.

“Holder Securities” shall have the meaning given in Section 2.2.2(a).

“Initial Holders” shall have the meaning given in the Preamble.

“Managing Underwriter” means, with respect to any Underwritten Offering, the lead book-running manager(s) of such Underwritten Offering.

“Merger Agreement” shall have the meaning given in the Recitals hereto.

“Merger Sub” shall have the meaning given in the Recitals hereto.

“Minimum Amount” shall have the meaning given in Section 2.2.1.

“Misstatement” shall mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

“Offering Holders” shall have the meaning given in Section 2.2.1.

“Opt-Out Notice” shall have the meaning given in Section 2.4.2.

“Other Securities” shall have the meaning given in Section 2.4.3(b).

“Parties” shall mean the Company, the Initial Holders and any Related Fund that is assigned rights, duties and obligation under this Agreement pursuant to Section 5.2.2.

“Piggyback Underwritten Offering” shall have the meaning given in Section 2.4.1.

“Piggyback Underwritten Offering Maximum Number of Shares” shall have the meaning given in Section 2.4.3.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Securities” shall mean the Acquisition Shares and any other equity security of the Company issued or issuable with respect to any Acquisition Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been disposed of under Rule 144 under the Securities Act or any other exemption from the registration requirements of the Securities Act as a result of which the transferee does not receive restricted shares; (c) such securities shall have ceased to be outstanding; or (d) such securities have been disposed of in a transaction in which the transferer’s rights under this Agreement are not assigned to the transferee in accordance with this Agreement.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having been declared effective by, or become effective pursuant to the rules promulgated by, the Commission.

“Registration Expenses” means all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of the Registrable Securities on a Registration Statement, an Underwritten Offering covered under this Agreement and/or the disposition of such Registrable Securities including, without limitation:

(a)           all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and any national securities exchange on which the shares of Company Common Stock are then listed);

(b)           fees and expenses of compliance with securities or blue sky laws;

(d)           fees and expenses of counsel for the Company;

(e)           fees of transfer agents and registrars;

(f)           fees and expenses of all independent registered public accountants of the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance;

(g)           fees incurred in connection with the listing of any Registrable Securities on each national securities exchange on which the shares of Company Common Stock are then listed; and

(h)           reasonable fees and disbursements of one legal counsel for the Holders and one additional customary local counsel in each applicable jurisdiction up to a maximum aggregate amount of fees and disbursements for all such local counsel in this subsection (h) of $50,000 per Underwritten Offering.

“Registration Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration statement.

“Related Fund” shall mean any fund that (i) in all aspects is controlled and managed by the applicable manager of a Holder to the same extent as the applicable Holder assigning to such Related Fund was managed by the applicable manager of a Holder prior to such assignment; (ii) is a United States Person under 22 U.S. Code Section 6010 or is formed or domiciled in a jurisdiction that any of the Parties is formed or domiciled; and (ii) completes an Adoption Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

“Shelf Registration Statement” shall have the meaning given in Section 2.1.1.

“Shelf Underwritten Offering” shall have the meaning given in Section 2.2.1.

“Shelf Underwritten Offering Maximum Number of Shares” shall have the meaning given in Section 2.2.2.

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.3.

“Underwritten Offering” means a registered underwritten offering (including an offering pursuant to a Shelf Registration Statement) in which Registrable Securities are sold to an underwriter on a firm commitment basis for reoffering to the public.

“Underwritten Offering Filing” means (a) with respect to a Shelf Underwritten Offering, a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to the Shelf Registration Statement relating to such Shelf Underwritten Offering, and (b) with respect to a Piggyback Underwritten Offering: (i) a preliminary prospectus supplement (or prospectus supplement if no preliminary prospectus supplement is used) to an effective shelf Registration Statement (other than the Shelf Registration Statement) in which Registrable Securities could be included and the Holders could be named as selling security holders without the filing of a post-effective amendment thereto (other than a post-effective amendment that becomes effective upon filing); or (ii) a Registration Statement (other than the Shelf Registration Statement), in each case relating to such Piggyback Underwritten Offering.

“WKSI” means a well-known seasoned issuer (as defined in Rule 405 under the Securities Act).

Article II
REGISTRATIONS

2.1           Registration.

2.1.1        Shelf Registration Statement. The Company shall file with the Commission (at the Company’s sole cost and expense) within one Business Day after the date hereof a Registration Statement registering the resale or other disposition of all of the Registrable Securities (a “Shelf Registration Statement”) on Form S-3, if available for use by the Company, on a delayed or continuous basis in accordance with Rule 415 under the Securities Act. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall maintain a Shelf Registration Statement, in accordance with the terms of this Agreement, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit the Holders to sell the Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities outstanding. In the event the Company is not eligible to file a Form S-3, the Company shall file the Shelf Registration Statement on Form S-1. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.3.

2.1.2       Effective Registration. The Company shall use its commercially reasonable efforts, including by filing an automatic Shelf Registration Statement that becomes effective upon filing with the Commission to the extent that the Company is then a WKSI, to cause such Shelf Registration Statement to become effective by the Commission as soon as reasonably practicable, including by the earlier of (i) ten (10) Business Days after confirmation from the staff of the Commission that such staff will not review, or has no further comments on, such Shelf Registration Statement and (ii) sixty (60) calendar days after the initial filing of the Shelf Registration Statement.

2.1.3        Subsequent Shelf Registration Statement. If any Registration Statement ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.3, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Registration Statement to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Registration Statement or file an additional Registration Statement as a Shelf Registration Statement (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities from time to time, which Subsequent Shelf Registration Statement shall thereafter be deemed a Shelf Registration Statement for all purposes hereunder and subject to all requirements with respect thereto. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (a) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof, including by filing an automatic Shelf Registration Statement that becomes effective upon filing with the Commission to the extent that the Company is then a WKSI, and (b) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on Form S-1. The Company’s obligation under this Section 2.1.3, shall, for the avoidance of doubt, be subject to Section 3.3.

2.2           Shelf Underwritten Offering.

2.2.1        Shelf Underwritten Offering. In the event that one or more Selling Holders (the “Offering Holders”) elect to dispose of Registrable Securities totaling five percent (5%) or more (the “Minimum Amount”) of the outstanding Company Common Stock under a Shelf Registration Statement pursuant to an Underwritten Offering, the Company shall, at the request of the Offering Holders, subject to the agreement of the Company on the form of such Underwritten Offering (whether a typical underwritten offering, or an overnight or bought deal), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Managing Underwriters selected pursuant to Section 2.2.3 and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Offering Holders in order to expedite or facilitate the disposition of such Registrable Securities (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate more than two Shelf Underwritten Offerings that are initiated by the Holders pursuant to this Section 2.2.1. If any Selling Holder disapproves of the terms of a Shelf Underwritten Offering contemplated by this Section 2.2.1, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter of such Shelf Underwritten Offering at any time prior to the execution of an underwriting agreement with respect to such offering. Upon delivery of such a notice by all of the Offering Holders or by a number of Selling Holders such that the remaining Registrable Securities subject to such Shelf Underwritten Offering is less than the Minimum Amount, (i) such Shelf Underwritten Offering shall be deemed to be withdrawn, (ii) the Company may, at its option, cease all efforts to conduct such Shelf Underwritten Offering, (iii) the first such withdrawn Shelf Underwritten Offering shall not count against the limitation on Shelf Underwritten Offerings set forth in the first sentence of this Section 2.2.1, and (iv) any subsequent withdrawn Shelf Underwritten Offering shall count against the limitation on Shelf Underwritten Offerings set forth in the first sentence of this Section 2.2.1 unless (a) each Selling Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable and documented fees and expenses incurred by the Company in connection with the withdrawn Shelf Underwritten Offering (based on the number of Registrable Securities each such Selling Holder sought to include in such Shelf Underwritten Offering) or (b) the withdrawal is made a result of the Company’s exercise of its suspension rights under Section 3.3.

2.2.2        Priority on Shelf Underwritten Offerings. If the Managing Underwriter of the Shelf Underwritten Offering shall inform the Company and the Offering Holders in writing of its belief that the number of shares of Company Common Stock requested to be included in such Shelf Underwritten Offering by any other persons having registration rights with respect to such offering, when added to the number of Registrable Securities proposed to be offered by the Offering Holders, would materially adversely affect such offering, then the Company shall include in the applicable Underwritten Offering Filing, to the extent of the total number of Registrable Securities that the Company is so advised can be sold in such Shelf Underwritten Offering without so materially adversely affecting such offering (the “Shelf Underwritten Offering Maximum Number of Shares”), Registrable Securities and other shares of Company Common Stock in the following priority:

(a)           First, all Registrable Securities that the Holders requested to be included therein (the “Holder Securities”), and

(b)           Second, to the extent that the number of Holder Securities is less than the Shelf Underwritten Offering Maximum Number of Shares, the number of shares of Company Common Stock requested to be included by any other persons having registration rights with respect to such offering, pro rata among such other persons based on the number of shares of Company Common Stock each requested to be included.

2.2.3        Managing Underwriter. The Offering Holders holding a majority of the Registrable Securities subject to a Shelf Underwritten Offering shall select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as Managing Underwriter(s) with respect to such Shelf Underwritten Offering. The Holders shall determine the pricing of the Registrable Securities offered pursuant to any Shelf Underwritten Offering and the applicable underwriting discounts and commissions and determine the timing of any such Shelf Underwritten Offering.

2.3           Block Trades. In the event that one or more Holders elect to dispose of Registrable Securities pursuant to a block trade with the assistance of the Company (a “Block Trade”), the Company shall, at the request of such Holders, enter into customary agreements and take all such other customary actions to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, filing any required prospectus supplements, facilitating customary “underwriters’ due diligence” and causing delivery of customary comfort letters, officer’s certificates and legal opinions, as are requested by such Holders or any financial counterparty participating in or facilitating such block trade.

2.4           Piggyback Registration Rights.

2.4.1       Piggyback Underwritten Offering. Subject to Section 2.4.3, if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Company Common Stock for its own account or for the account of any other persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to the Holders, which notice shall be held in strict confidence by the Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4.1. Such notice shall be given promptly (and in any event at least ten (10) Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.4.1 would adversely affect such offering, no such notice shall be required (and the Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.4.1, each Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which such Holder received notice pursuant to this Section 2.4.1 to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4.3, the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by a Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4.1 and prior to the execution of an underwriting agreement with respect thereto, the Company or such other persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Holders participating in such Piggyback Underwritten Offering (which such Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Company Common Stock to be sold for the Company’s account or for the account of such other persons who have or have been granted registration rights, as applicable. Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw.

2.4.2        Opt-Out Notice. Each Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering, whether a Piggyback Underwritten Offering, a Shelf Underwritten Offering or otherwise; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not, and shall not be required to, deliver any notice of any proposed Underwritten Offering pursuant to this Agreement, and such Holder shall not be entitled to participate in any such Underwritten Offering.

2.4.3        Priority on Piggyback Underwritten Offerings. If the Managing Underwriter of the Piggyback Underwritten Offering shall inform the Company of its belief that the number of Registrable Securities requested to be included in a Piggyback Underwritten Offering, when added to the number of shares of Company Common Stock proposed to be offered by the Company or such other persons who have or have been granted registration rights (and any other shares of Company Common Stock requested to be included by any other persons having registration rights on parity with the Holders with respect to such offering), would materially adversely affect such offering, then the Company shall include in such Piggyback Underwritten Offering, to the extent of the total number of securities which the Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Piggyback Underwritten Offering Maximum Number of Shares”), shares of Company Common Stock in the following priority:

(a)           First, (i) if the Piggyback Underwritten Offering is for the account of the Company, all shares of Company Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, (ii) if the Piggyback Underwritten Offering is for the account of any other persons who have or have been granted registration rights, all shares of Company Common Stock that such persons propose to include (the “Other Securities”); and

(b)           Second, (i) if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Piggyback Underwritten Offering Maximum Number of Shares, the shares of Company Common Stock requested to be included by the Holders and holders of any other shares of Company Common Stock requested to be included by persons having comparable rights to registration with the Holders with respect to such offering, pro rata among the Holders and such other holders based on the number of shares of Company Common Stock each requested to be included and, (ii) if the Piggyback Underwritten Offering is for the account of any other persons who have or have been granted registration rights, to the extent that the number of Other Securities is less than the Piggyback Underwritten Offering Maximum Number of Shares, the shares of Company Common Stock requested to be included by the Holders and holders of any other shares of Company Common Stock requested to be included by persons having rights of registration on parity with the Holders with respect to such offering, pro rata among the Holders and such other holders based on the number of shares of Company Common Stock each requested to be included.

2.5           Participation in Underwritten Offerings.

2.5.1        In connection with any Underwritten Offering contemplated by Section 2.2 or Section 2.4, the underwriting agreement into which the Selling Holders and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of and lack of liens on, the securities being registered on its behalf, its intended method of distribution and any other representation required by law.

2.5.2        Any participation by a Holder in a Piggyback Underwritten Offering shall be in accordance with the plan of distribution of the Company.

2.5.3        In connection with any Piggyback Underwritten Offering in which a Holder includes Registrable Securities pursuant to Section 2.4, each applicable Holder agrees (a) to supply any information reasonably requested by the Company in connection with the preparation of a Registration Statement and/or any other documents relating to such registered offering and (b) to execute and deliver any agreements and instruments being executed by all Holders participating in such Piggyback Underwritten Offering on substantially the same terms reasonably requested by the Company or the Managing Underwriter, as applicable, to effectuate such registered offering, including, without limitation, underwriting agreements (subject to Section 2.5.1), custody agreements or lock-up agreements pursuant to which such Holder agrees with the Managing Underwriter not to sell or purchase any securities of the Company for the same period of time following the registered offering as is agreed to by the Company and the other participating Holders (not to exceed the shortest number of days that a director of the Company, “executive officer” (as defined under Section 16 of the Exchange Act) of the Company or any stockholder of the Company who owns ten percent (10%) or more of the outstanding shares contractually agrees with the underwriters of such Piggyback Underwritten Offering not to sell any securities of the Company following such Piggyback Underwritten Offering.

Article III
COMPANY PROCEDURES

3.1           General Procedures. In connection with its obligations under Article II, the Company shall, as expeditiously as possible and to the extent applicable:

3.1.1        prepare and file with the Commission, a Registration Statement with respect to all Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2.1, including filing a Subsequent Registration Statement, if necessary, until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (such period, the “Effectiveness Period”);

3.1.2        prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3        prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary Prospectus) and such other documents as the Holders or the legal counsel for the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities; provided that the Company will not have any obligation to provide any document pursuant to this Section 3.1.3 that is available on the Commission’s EDGAR system;

3.1.4        use commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.5        advise the Holders, promptly after it receives notice or obtains knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.6        during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, promptly after such filing of such documents with the Commission to the Holders or their counsel; provided that the Company will not have any obligation to provide any document pursuant to this Section 3.1.6 that is available on the Commission’s EDGAR system;

3.1.7        notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.3, and at the request of a Holder promptly prepare and file or furnish to such Holder a reasonable number of copies of a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include Misstatement;

3.1.8        in connection with an Underwritten Offering, use commercially reasonable efforts to obtain and provide to the Selling Holders a copy of any auditor “comfort” letters and legal opinions, in each case that are customarily provided to the Managing Underwriter in connection with such Underwritten Offering;

3.1.9        in connection with any Underwritten Offering, cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement, including, without limitation, causing at least one (1) executive officer and at least one (1) senior financial officer (which senior financial officer may also be the attending executive officer) to attend and participate in “road shows” and other information meetings organized by the underwriters, if any, as reasonably requested in an Underwritten Offering;

3.1.10      if applicable, use commercially reasonable efforts to register or qualify all Registrable Securities and other securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as any Holder shall reasonably request, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder;

3.1.11      otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;

3.1.12      provide and cause to be maintained a transfer agent and registrar for all Registrable Securities and provide a CUSIP number for all such Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

3.1.13      in connection with any Underwritten Offering or Block Trade, enter into such customary agreements and take such other actions as any Holder shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, in the case of a Shelf Underwritten Offering or Piggyback Underwritten Offering, to agree, and to cause its directors and “executive officers” (as defined under Section 16 of the Exchange Act) to agree, to such “lock-up” arrangements for up to sixty (60) days with the underwriters thereof to the extent reasonably requested by the Managing Underwriter, subject to customary exceptions for permitted sales by directors and executive officers during such period); and

3.1.14      take such other actions as are reasonably necessary in order to effect the registration of and facilitate the disposition of such Registrable Securities.

3.2           Registration Expenses. The Registration Expenses in respect of all Registrations, Underwritten Offerings and Block Trades shall be borne by the Company. It is acknowledged by the Holders that each Holder shall bear its pro rata share of all incremental selling expenses relating to the sale of Registrable Securities, such as, brokerage fees and commissions.

3.3           Suspension of Sales; Adverse Disclosure. If the continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure or (b) render the Company unable to comply with applicable securities laws, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such suspension or disclose any material nonpublic information of the Company), suspend use of such Registration Statement for the shortest period of time determined in good faith by the Board to be necessary for such purpose, provided, however, that the Company may not suspend a Registration Statement or Prospectus on more than two (2) occasions, for more than sixty (60) consecutive calendar days, or more than one hundred-twenty (120) total calendar days, in each case during any twelve (12)-month period, provided, further, that such periods may be extended to a maximum of ninety (120) consecutive days per occasion for an aggregate of no more than one hundred-eighty (180) total calendar days during any twelve (12)-month period solely to the extent such extension is due to the pendency of a restatement of the Company’s financial statements determined in the good faith judgment of the Board to be necessary and in the best interests of the Company. In the event the Company exercises its rights under the preceding sentence in this Section 3.3, the Holders agree to suspend, immediately upon their receipt of the notices referred to in this Section 3.3, its use of the Registration Statement or Prospectus in connection with any resale or other disposition of Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it has exercised its rights under this Section 3.3; provided, that the Holders hereby (i) acknowledge that such notice referred to in the immediately preceding sentence shall constitute confidential information of the Company and (ii) agree to maintain in strict confidence and not to disclose to any person any information contained in such notice (including, without limitation, the fact that the Company has delivered such notice to the Holders). The Company may only exercise its suspension rights under this Section 3.3 if it exercises similar suspension rights with respect to each other holder of securities that is entitled to registration rights under an agreement with the Company.

3.4           Reporting Obligations. As long as the Holders shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as the Holders may reasonably request, all to the extent required from time to time to enable the Holders to resell or otherwise dispose of shares of Registrable Securities held by the Holders without registration under the Securities Act within the limitation of the exemptions provided by Section 4(a)(7) of the Securities Act and Rule 144 promulgated under the Securities Act and other rules and regulations of the Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company without registration, including providing any customary legal opinions.

3.5            No Conflicts of Rights. The Company represents and warrants that it is not subject to any registration rights that are inconsistent with or that in any way violate the rights granted to the Holders hereby. The Company shall not, prior to the termination of this Agreement, grant any registration rights that conflict with, would prevent the Company from performing, or are inconsistent with, the rights granted to the Holders hereby (which, for the avoidance of doubt, shall include granting priority rights superior to those of the Holders in Section 2.2.2 and Section 2.4.3 hereto).

Article IV
INDEMNIFICATION AND CONTRIBUTION

4.1           Indemnification.

4.1.1        The Company agrees to indemnify, to the extent permitted by law, the Holders of Registrable Securities, their Affiliates and their respective officers, directors, managers, employees, advisors, agents, representatives, members and each person who controls such person (within the meaning of the Securities Act) (collectively, the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses resulting from any Misstatement or alleged Misstatement, except insofar as the same are caused by or contained or included in any information furnished in writing to the Company by or on behalf of any Holder Indemnified Person specifically for use therein.

4.1.2        In connection with any Registration Statement filed pursuant hereto, the Holders shall promptly furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with such Registration Statement or any Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its Affiliates and their respective officers, directors, managers, employees, advisors, agents, representatives and each person who controls such person (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses resulting from any Misstatement or alleged Misstatement, but only to the extent that the same are made in conformity with information relating to the Holders so furnished in writing to the Company by or on behalf of the Holders specifically for use therein. In no event shall the liability of the Holders hereunder be greater in amount than the net proceeds received by the Holders from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

4.1.3        Any person or entity entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, not to be unreasonably withheld, conditioned or delayed, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4        The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and the Holders also agree to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or the Holders’ indemnification is unavailable for any reason.

4.1.5        If the indemnification provided under this Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the Misstatement or alleged Misstatement relates to information supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of the Holders under this Section 4.1.5 shall be limited to the amount of the net proceeds received by the Holders in such offering giving rise to such liability. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account the equitable considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article V
MISCELLANEOUS

5.1           Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given upon the earliest of: (a) when delivered by hand (providing proof of delivery); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.1):

If to the Company, to:

Nabors Industries Ltd.

Crown House, Second Floor

4 Par-la-Ville Road

Hamilton HM08, Bermuda

E-mail: Mark.Andrews@nabors.com

Attention: Mark Andrews

Copy (which shall not constitute notice) to:

Haynes and Boone, LLP

1221 McKinney Street

Suite 4000

Houston, TX 77010

E-mail: arthur.cohen@haynesboone.com

Attention: Arthur A. Cohen, Esq.

If to a Holder, to the address or email addresses of such Holder as it appears on such Holder’s signature page attached hereto or such other address as may be designated in writing by such Holder.

5.2           Assignment; No Third Party Beneficiaries.

5.2.1        This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2        This Agreement and the rights, duties and obligations of the Holders hereunder, may not be assigned or delegated by any Holder in whole or in part; provided that any Holder may assign its rights, duties and obligations under this Agreement to any Related Fund of such Holder, provided that such Transferee has delivered to the Company a duly executed Adoption Agreement in the form attached hereto as Exhibit A (an “Adoption Agreement”).

5.2.3        This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its permitted successors.

5.2.4        This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Section 5.2.

5.3           Change of Control. During the one-year period beginning on the date of this Agreement and ending on the one-year anniversary of the date of this Agreement, the Company shall not merge, consolidate or combine with any other person unless the agreement providing for such merger, consolidation or combination (i) expressly provides for the continuation of the registration rights specified in this Agreement with respect to the Registrable Securities or other equity securities issued pursuant to such merger, consolidation or combination or (ii) provides the Holders with cash in exchange for their shares of Company Common Stock.

5.4           Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

5.5           Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS AS APPLIED TO AGREEMENTS AMONG TEXAS RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN TEXAS, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND THE EXCLUSIVE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN HARRIS COUNTY, TEXAS.

5.6           Trial by Jury. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6.

5.7           Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified. No course of dealing between the Holders or the Company and any other party hereto or any failure or delay on the part of the Holders or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of the Holders or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.8           Term. This Agreement shall terminate, with respect to any Holder, on the date as of which such Holder, together with its Affiliates, ceases to hold any Registrable Securities. The provisions of Article IV shall survive any termination for a period of two (2) years.

5.9           Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

5.10           Entire Agreement; Restatement. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party hereto shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. This Agreement has been entered into freely by each of the parties hereto, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

	COMPANY:

	NABORS INDUSTRIES LTD.

	By:	/s/ Mark D. Andrews
	Name: Mark D. Andrews
	Title: Corporate Secretary

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first written above.

THE VÄRDE SKYWAY MASTER FUND, L.P.

By The Värde Skyway Fund G.P.,

L.P., Its General Partner

By The Värde Skyway Fund UGP, LLC, Its General Partner

By Värde Partners, L.P., Its Managing Member

By Värde Partners, Inc., Its General Partner

By:

/s/ Richard Thomson

Name: Richard Thomson

Title: Managing Director

Address for Notice pursuant to Section 5.1:

Street Address: 350 N. 5^th Street, Suite 800

City/State/Zip Code: Minneapolis, MN 55401

Attention: Legal Department

Email: legalnotices@varde.com

[Signature Page to Registration Rights Agreement]

	VÄRDE CREDIT PARTNERS MASTER, L.P. By Värde Credit Partners G.P., L.P., Its General Partner By Värde Credit Partners UGP, LLC, Its General Partner By Värde Partners, L.P., Its Managing Member By Värde Partners, Inc., Its General Partner

	By:	/s/ Richard Thomson
	Name: Richard Thomson Title: Managing Director Address for Notice pursuant to Section 5.1: Street Address: 350 N. 5^th Street, Suite 800 City/State/Zip Code: Minneapolis, MN 55401 Attention: Legal Department Email: legalnotices@varde.com

[Signature Page to Registration Rights Agreement]

VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.

By Värde Investment Partners G.P., L.P., Its General Partner

By Värde Investment Partners UGP, LLC, Its General Partner

By Värde Partners, L.P., Its Managing Member

By Värde Partners, Inc., Its General Partner

By:

/s/ Richard Thomson

Name: Richard Thomson

Title: Managing Director

Address for Notice pursuant to Section 5.1:

Street Address: 350 N. 5^th Street, Suite 800

City/State/Zip Code: Minneapolis, MN 55401

Attention: Legal Department

Email: legalnotices@varde.com

[Signature Page to Registration Rights Agreement]

VÄRDE INVESTMENT PARTNERS, L.P.

By Värde Investment Partners G.P., L.P., Its General Partner

By Värde Investment Partners UGP, LLC, Its General Partner

By Värde Partners, L.P., Its Managing Member

By Värde Partners, Inc., Its General Partner

By:

/s/ Richard Thomson

Name: Richard Thomson

Title: Managing Director

Address for Notice pursuant to Section 5.1:

Street Address: 350 N. 5^th Street, Suite 800

City/State/Zip Code: Minneapolis, MN 55401

Attention: Legal Department

Email: legalnotices@varde.com

[Signature Page to Registration Rights Agreement]

Brigade Capital Management, LP As Investment Manager on Behalf of its Various Funds and Accounts

By:

/s/ Aaron Daniels

Name: Aaron Daniels

Title: Chief Operating Officers / General Counsel

Address for Notice pursuant to Section 5.1:

Street Address: 399 Park Avenue / 16^thFloor

City/State/Zip Code: New York, NY 10022

Attention: Operations Department

Email: operations@brigadecapital.com

[Signature Page to Registration Rights Agreement]

	Highbridge Tactical Credit Master Fund, L.P.

	By:	Highbridge Capital Management, LLC
		as Trading Manager and not in its individual capacity

	By:	/s/ Steve Ardovini
	Name: Steve Ardovini / Managing Director Title: Head of Operations Official Address (No Mail Please): Highbridge Tactical Credit Master Fund, L.P. c/o Maples and Calder P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands, British West Indies Correspondence Address: Highbridge Tactical Credit Master Fund, L.P. c/o Highbridge Capital Management, LLC 277 Park Ave, 23rd Floor New York, NY 10172
	Email:	mo-us@highbridge.com
		edmund.kindelan@highbridge.com

[Signature Page to Registration Rights Agreement]

	Highbridge Tactical Credit Institutional Fund, Ltd.

	By:	Highbridge Capital Management, LLC
		as Trading Manager and not in its individual capacity
	By:	/s/ Steve Ardovini
	Name: Steve Ardovini / Managing Director Title: Head of Operations Official Address (No Mail Please): Highbridge Tactical Credit Institutional Fund, Ltd. c/o Maples and Calder P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands, British West Indies Correspondence Address: Highbridge Tactical Credit Institutional Fund, Ltd. c/o Highbridge Capital Management, LLC 277 Park Ave, 23rd Floor New York, NY 10172
	Email:	mo-us@highbridge.com
		edmund.kindelan@highbridge.com

[Signature Page to Registration Rights Agreement]

	Highbridge SCF Special Situations SPV, L.P.

	By:	Highbridge Capital Management, LLC
		as Trading Manager and not in its individual capacity
	By:	/s/ Steve Ardovini
	Name: Steve Ardovini / Managing Director Title: Head of Operations Official Address (No Mail Please): Highbridge SCF Special Situations SPV, L.P. c/o Maples and Calder P.O. Box 309 GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands, British West Indies Correspondence Address: Highbridge SCF Special Situations SPV, L.P. c/o Highbridge Capital Management, LLC 277 Park Ave, 23rd Floor New York, NY 10172
	Email:	mo-us@highbridge.com
		edmund.kindelan@highbridge.com

[Signature Page to Registration Rights Agreement]

	CARL MARKS STRATEGIC INVESTMENTS L.P. By:  CMSI GP, LLC general partner

	By:	/s/ Michael Lee
	Name: Michael Lee Title: CIO/Managing Member Address for Notice pursuant to Section 14: Street Address: 900 Third Avenue 33^rdFloor City/State/Zip Code: New York, NY 10022 Attention: Michael Lee Email: mlee@carlmarks.com

[Signature Page to Registration Rights Agreement]

	CARL MARKS STRATEGIC OPPORTUNITIES FUND II, L.P.

	By:  CARL MARKS GP II, LLC,
	as general partner

	By:	/s/ Michael Lee
	Name: Michael Lee Title: CIO/Managing Member Address for Notice pursuant to Section 14: Street Address: 900 Third Avenue 33^rdFloor City/State/Zip Code: New York, NY 10022 Attention: Michael Lee Email: mlee@carlmarks.com

[Signature Page to Registration Rights Agreement]

	CARL MARKS STRATEGIC OPPORTUNITIES FUND III, L.P.

	By: CARL MARKS GP III, LLC, its general partner

	By:	/s/ Michael Lee
	Name: Michael Lee Title: CIO/Managing Member Address for Notice pursuant to Section 14: Street Address: 900 Third Avenue 33^rdFloor City/State/Zip Code: New York, NY 10022 Attention: Michael Lee Email: mlee@carlmarks.com

[Signature Page to Registration Rights Agreement]

Schedule I

Holders

THE VÄRDE SKYWAY MASTER FUND, L.P.

VÄRDE CREDIT PARTNERS MASTER, L.P.

VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.

VÄRDE INVESTMENT PARTNERS, L.P.

Brigade Capital Management, LP

Highbridge Tactical Credit Master Fund, L.P.

Highbridge Tactical Credit Institutional Fund, Ltd.

Highbridge SCF Special Situations SPV, L.P.

CARL MARKS STRATEGIC INVESTMENTS L.P.

CARL MARKS STRATEGIC OPPORTUNITIES FUND II, L.P.

CARL MARKS STRATEGIC OPPORTUNITIES FUND III, L.P.

SCHEDULE I

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed by the undersigned transferee (“Transferee”) pursuant to the terms of the Registration Rights Agreement, dated as of March 11, 2025, between Nabors Industries Ltd., a Bermuda exempted company (the “Company”) and the persons identified on Schedule I thereto (as amended from time to time, the “Registration Rights Agreement”). Terms used and not otherwise defined in this Adoption Agreement have the meanings set forth in the Registration Rights Agreement.

By the execution of this Adoption Agreement, the Transferee agrees as follows:

	Acknowledgement. Transferee acknowledges that Transferee is a Related Fund as defined in the Registration Rights Agreement and is acquiring certain shares of Company Common Stock, subject to the terms and conditions of the Registration Rights Agreement.

	Agreement. Transferee (a) agrees that the Registrable Securities acquired by Transferee shall be bound by and subject to the terms of the Registration Rights Agreement, pursuant to the terms thereof, and (b) hereby adopts the Registration Rights Agreement with the same force and effect as if he, she or it were originally a party thereto.

	Notice. Any notice required as permitted by the Registration Rights Agreement shall be given to Transferee at the address listed beside Transferee’s signature below.

Signature:


Address: [______]
Email: [______]
Attention: [______]

EXHIBIT A

Exhibit 99.1

NEWS RELEASE

Nabors Closes Acquisition of Parker Wellbore and Announces Updated Investor Presentation

HAMILTON, Bermuda, March 12, 2025 /PRNewswire/ - Nabors Industries Ltd. (“Nabors” or the “Company”) (NYSE: NBR) today announced the closing of its acquisition of Parker Wellbore (“Parker”), advancing Nabors’ leadership position in drilling and related, value-added services.

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. Quail provides similar rental services internationally in key markets. Parker 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.

Anthony Petrello, Chairman, President and CEO of Nabors, commented on the closing of the acquisition, “With the successful completion of the Parker transaction, we are accelerating the growth of our Drilling Solutions business across several important markets, while bolstering our global drilling business. We are excited to welcome a strong and talented organization to the Nabors team. Our customers will benefit from the best practices that both organizations employ, and we expect to create incremental value for them by combining our offerings. Our immediate priority is to ensure seamless integration, and to capture the synergies we have projected.”

“I would like to thank both teams for their dedication to the integration planning process, while maintaining outstanding customer service. The teams have worked exceedingly well together during this period, giving reason for optimism as we move forward. I also want to thank Sandy Esslemont, Parker’s President and CEO, for his leadership and to wish him continued success.”

Nabors expects the acquisition to deliver robust strategic and financial benefits, specifically:

Strengthening Nabors Drilling Solutions business, expanding capabilities and market reach

Immediate accretion to free cash flow

Enhanced scale and improved leverage metrics

Estimated recurring synergy realization of $40 million by the end of 2025

Financial Outlook

Nabors expects the Parker business to produce annualized 2025 adjusted EBITDA of approximately $150 million before the realization of expense synergies. Expense synergies are estimated at $40 million by the end of 2025. Post-closing capital expenses for 2025 are estimated at $70 million.

NEWS RELEASE

Updated Investor Presentation

Nabors has published an updated investor presentation on its website, highlighting the expected impact of the acquisition of the Parker Wellbore business. In addition, the presentation provides more financial detail for the expected contribution of the Saudi Arabia drilling business, including the SANAD joint venture with Saudi Aramco. The Company has also included a framework to assist investors in assessing the valuation of its operating businesses today and in the future as SANAD continues to add newbuild rigs. The presentation is available at: [Link].

About Nabors Industries

Nabors Industries (NYSE: NBR) is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world. Learn more about Nabors and its energy technology leadership: www.nabors.com.

Forward-looking Statements

The information included in this press release includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Nabors' actual results may differ materially from those indicated or implied by such forward-looking statements. The forward-looking statements contained in this press release reflect management’s estimates and beliefs as of the date of this press release. Nabors does not undertake to update these forward-looking statements except as required by law.

Non-GAAP Disclaimer

This press release may present certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Adjusted EBITDA represents net income (loss) before income (loss) from discontinued operations, net of tax, income tax expense (benefit), investment income (loss), interest expense, other, net and depreciation and amortization.

NEWS RELEASE

As a non-GAAP measure, Adjusted EBITDA has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including Adjusted EBITDA because it believes that this financial measure accurately reflects the Company’s ongoing profitability and performance. Securities analysts and investors also use this measure as some of the metrics on which they analyze the Company’s performance. Other companies in this industry may compute Adjusted EBITDA differently. These differences could be meaningful. We do not provide a forward-looking reconciliation of our outlook for Adjusted EBITDA as the amount and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts.

Investor Contacts: William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail william.conroy@nabors.com, or Kara Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email kara.peak@nabors.com. To request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com

Exhibit 99.2

March 12, 2025 Nabors Industries Transformational Value Creation

N A B O R S . C O M We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly, and current reports, press releases, and other written and oral statements. Such statements, including statements in this document that relate to matters that are not historical facts, are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These “forward-looking statements” are based on our analysis of currently available competitive, financial and economic data and our operating plans. They are inherently uncertain, and investors should recognize that events and actual results could turn out to be significantly different from our expectations. Factors to consider when evaluating these forward-looking statements include, but are not limited to: • geopolitical events, pandemics and other macro-events and their respective and collective impact on our operations as well as oil and gas markets and prices; • fluctuations and volatility in worldwide prices of and demand for oil and natural gas; • fluctuations in levels of oil and natural gas exploration and development activities; • fluctuations in the demand for our services; • competitive and technological changes and other developments in the oil and gas and oilfield services industries; • our ability to renew customer contracts in order to maintain competitiveness; • the existence of operating risks inherent in the oil and gas and oilfield services industries; • the possibility of the loss of one or a number of our large customers; • the amount and nature of our future capital expenditures and how we expect to fund our capital expenditures; • the occurrence of cybersecurity incidents, attacks and other breaches to our information technology systems; • the impact of long-term indebtedness and other financial commitments on our financial and operating flexibility; • our access to and the cost of capital, including the impact of a further downgrade in our credit rating, covenant restrictions, availability under our revolving credit facility, and future issuances of debt or equity securities and the global interest rate environment; • our dependence on our operating subsidiaries and investments to meet our financial obligations; • our ability to retain skilled employees; • our ability to complete, and realize the expected benefits of, strategic transactions, such as our acquisition of Parker Drilling Company (“Parker”); • changes in tax laws and the possibility of changes in other laws and regulation; • the possibility of political or economic instability, civil disturbance, war or acts of terrorism in any of the countries in which we do business; • global views on and the regulatory environment related to energy transition and our ability to implement our energy transition initiatives; • potential long-lived asset impairments • the possibility of changes to U.S. trade policies and regulations including the imposition of trade embargoes, sanctions or tariffs; • general economic conditions, including the capital and credit markets; • potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; Forward-Looking Statements NABORS INDUSTRIES 2 • our ability to retain key personnel of Nabors and Parker; • the significant costs required to integrate Parker's operations with our own; • effects of the business combination, including the combined company's future financial condition, results of operations, strategy and plans. • our ability to successfully integrate Parker’s business with our own and to realize the expected benefits of the merger with Parker, including expected synergies; and • the combined company's ability to utilize NOLs. Our businesses depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Therefore, sustained lower oil or natural gas prices that have a material impact on exploration, development or production activities could also materially affect our financial position, results of operations and cash flows. The above description of risks and uncertainties is by no means all-inclusive but is designed to highlight what we believe are important factors to consider. For a discussion of these factors and other risks and uncertainties, please refer to our filings with the Securities and Exchange Commission ("SEC"), including those contained in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the SEC's website at www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Non-GAAP Financial Measures This presentation refers to certain “non-GAAP” financial measures, such as adjusted EBITDA, net debt, adjusted gross margin and adjusted free cash flow. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Other companies in our industry may compute these metrics differently. These measures have limitations and should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. We do not provide a forward-looking reconciliation of our outlook for adjusted EBITDA (or other forward-looking non-GAAP financial numbers) as the amounts and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. Potential Adjusted EBITDA and Adjusted Free Cash Flow and Expected Synergies This information includes information regarding targeted adjusted EBITDA, targeted adjusted Free Cash Flow and expected merger synergies. Many factors including those unrelated to the Company, in particular, or industry, in general, could cause ultimate results to vary, sometimes significantly, from management’s targets and expectations. Aa a result, no assurance can be given that we will be able to achieve such targets and/or expectations.

N A B O R S . C O M In 2024, Nabors generated ~$81 million adjusted free cash flow in legal entities outside SANAD (SANAD used $52 million) • Positive contribution from all segments: International Drilling (outside SANAD), U.S. Drilling, Drilling Solutions and Rig Technologies • After ~$200 million in interest payments and a working capital increase In 2024, Nabors generated ~$81 million adjusted free cash flow* in legal entities outside SANAD (SANAD used $52 million) • Positive contribution from all segments: International Drilling (outside SANAD), U.S. Drilling, Drilling Solutions and Rig Technologies • After ~$200 million in interest payments and a working capital increase Robust Businesses Beyond SANAD Powered by Bing Large-scale drilling operation with unique growth trajectory and potential for value creation • 2025 adjusted EBITDA forecast of ~$300 million • Adding five newbuild rigs per year thru ~2032 • Adjusted free cash flow crossover expected with the deployment of the 29th rig in late 2027 • Growth funded with operating cash flow and cash on-hand with no funding anticipated from partners Unlocking Value from the Portfolio 3 Nabors completes acquisition of Parker Wellbore • Adds Quail Tools, industry’s premier tubular rental franchise • Adds scale to Nabors Drilling Solutions and Drilling businesses • Immediately accretive to adjusted free cash flow Sum-of-the-parts analysis using peer multiples implies significant valuation uplift relative to Nabors’ current enterprise value • Applying peer multiples to each of Nabors segments implies a total company EV/EBITDA multiple of 6.0- 6.5x and an implied enterprise value of $5.4 billion SANAD (Saudi Arabia Nabors Drilling) Parker Wellbore Strong Drivers of Value Generation *See reconciliation in appendix

N A B O R S . C O M Parker Wellbore Acquisition 4

N A B O R S . C O M Addition of Parker Wellbore Drives Significant Benefits Nabors Industries and Parker Wellbore 5 Expands Nabors Drilling Solutions (NDS) Incremental adjusted FCF and improves leverage metrics Strengthens international presence Enhances scale with growing franchise Adds Quail Tools to NDS portfolio Estimating ~$40 million of synergies in 2025 Run-rate adjusted EBITDA plus synergies of $190 million Adjusted EBITDA less CAPEX of $110 million

N A B O R S . C O M Drilling 36% › 10 land: 8 Int’l (4 contracted) and 2 Alaska (2 working) › 7 barge: 6 U.S. (1 contracted) and 1 Caspian (contracted) OWNED RIGS OPERATIONS AND MANAGEMENT SERVICES 2024 ACTUAL REVENUE › ExxonMobil Hibernia (Canada) › Cenovus West White Rose (Canada) › Hilcorp (Alaska) Casing and Tubular Running 14% › Onshore and Offshore 2024 ACTUAL REVENUE › #1 in Saudi Arabia › #1 in United Arab Emirates U.S. AND INTERNATIONAL Parker Brings Impactful Operations to Nabors Nabors Industries and Parker Wellbore 6 Surface and Tubular Rentals 51% › Quail #1 in U.S. drill pipe rental › Scaling in major International markets 2024 ACTUAL REVENUE

N A B O R S . C O M The Transaction Nabors Industries and Parker Wellbore 7 • Nabors acquires Parker Wellbore: 4.8 million shares of Nabors common stock subject to certain adjustments Approximately $100 million of net debt • Normalized full-year 2025E adjusted EBITDA of ~$190 million including $40 million in synergies • Immediately accretive to adjusted free cash flow per share • Advances Nabors long-term strategy • Adds Quail Tools, industry’s premier tubular rental franchise • Expands Nabors Drilling Solutions meaningfully • Adds profitable growth and scale • Accretive to valuation and leverage metrics • Relatively low execution risk • Realizing cost synergies and identifying additional opportunities • Identifying commercial synergies that create value for customers • Aligning Parker operations with Nabors segments • Strengthening our organization with new talent • Adopting best practices from both companies Transaction Structure and Purchase Price Acquisition Rationale Executing on Integration

N A B O R S . C O M Projected 2025 Annualized Contributions from Parker Nabors Industries and Parker Wellbore Market Outlook and Parker Contribution: 8 ⟩ Growth in lateral lengths in the Lower-48 rig market increases demand for Parker’s drill pipe ⟩ Alaska and Offshore on balance stable ⟩ Drilling activity ramps in India, UAE, Norway and Saudi Arabia ⟩ Parker Annualized EBITDA of $190 million, including synergies and $110 million after CAPEX U.S. Drilling Drilling Solutions Rig Technologies Corporate Adj. EBITDA Impact Synergies International Drilling ⟩ Adjusted EBITDA of ~$170 million ⟩ Adjusted EBITDA of ~$12 million ⟩ Adjusted EBITDA of ~$16 million ⟩ ~$40 million ⟩ Less: Overhead of ~$48 million CAPEX ⟩ ~$80 million ⟩ No impact Note: Parker projections are for their full calendar year 2025. The adjusted EBITDA attributed to Nabors in 2025 will be a lower amount. Nabors Segments Represents management targets. Many factors, including those unrelated to either Nabors or Parker, in particular, or industry, in general, could cause results to vary from these projections, potentially significantly. No assurance can be given that Parker will increase adjusted EBITDA as projected herein.

N A B O R S . C O M SANAD Saudi Aramco Nabors Drilling 9

N A B O R S . C O M SANAD (Saudi Aramco Nabors Drilling) SANAD Overview ⟩ SANAD is a 50/50 joint venture between Saudi Aramco and Nabors Industries ⟩ A flagship project strategically established as part of the Kingdom’s industrial expansion and job creation efforts ⟩ Agreement to deploy and operate 50 locally sourced newly constructed land rigs over a 10-year period, following annual contract awards by Saudi Aramco ⟩ Each newbuild supported by a 6-year, fixed-rate contract providing full return on capital in 5 years, with an additional 4-year extension Key Facts ⟩ Fully funded internally with initial capital and cash flow generation from legacy and new build rigs ⟩ 2025 adjusted EBITDA of $300 million expected to grow ~$60 million per year from newbuilds ⟩ SANAD is fully consolidated in Nabors financial statements ⟩ Agreed mechanism to distribute future excess cash to partners as illustrated on slide 13 10

N A B O R S . C O M SANAD Operating Rig Fleet SANAD 11 Leased Rigs 25 RIGS OPERATING FLEET Newbuild Rigs 10 RIGS › Wholly-owned by SANAD › 5 rigs under construction for deployment in 2025 and early 2026 › Aramco and Nabors committed to deploy a total of 50 newbuild rigs over a 10-year period (5 rigs per year) OPERATING FLEET › Rigs benefit from attractive 6-year contracts with 4-year extensions Owned Rigs 15 RIGS › Wholly-owned by SANAD › 10 Contributed by Nabors at inception › 5 Contributed by Saudi Aramco at inception OPERATING FLEET › 28 rigs leased to SANAD from Nabors (25 operating, 3 suspended) › Lease payments are paid from SANAD to Nabors › The leased rigs generate significant cash flow in SANAD to help fund newbuild program › SANAD crews, operates and maintains the leased rigs 50 rigs operating as of 3/11/25

N A B O R S . C O M SANAD – Capitalization and Cash Flows SANAD ~$394 million ⟩ $20 million cash (equity) ⟩ 10 rigs and assets* SANAD Nabors Industries Saudi Aramco ⟩ 28 rigs 12 CONTRIBUTIONS THRU 2018 LEASED RIGS STARTING IN 2017 ~$70 million DISTRIBUTIONS IN 2021 AND 2022 ~$394 million ⟩ $20 million cash (equity) ⟩ 5 rigs and assets* ⟩ $247 million cash* CONTRIBUTIONS THRU 2018 ~$70 million DISTRIBUTIONS IN 2021 AND 2022 *Redeemable noncontrolling interest LEASE PAYMENTS

N A B O R S . C O M Saudi Arabia Drilling Operation - Cash Flows SANAD SANAD Nabors Industries Saudi Aramco 13 Revenue - Operating Expense - Lease Expense Adjusted Gross Margin - SG&A Adjusted EBITDA - Capital Expenses Working Cap and Cash Taxes Adjusted FCF Lease Payment Potential Future Distributions Potential Future Distributions

N A B O R S . C O M Newbuild Program Rationale SANAD ⟩ High-impact Growth Initiative in Saudi Arabia: A unique, large-scale expansion project in the premier global market ⟩ Strategic Partnership with Saudi Aramco: Collaborating with the world’s leading energy company ⟩ Solid Financial Returns: Recovery of invested capital within 5 years on a 6-year initial contract, plus a 4-year renewal mechanism ⟩ Clear Path to Adjusted Free Cash Flow: Projected crossover to positive adjusted free cash flow in late 2027 ⟩ Self-funded Growth: Capital expenses fully funded internally by SANAD cash generation and cash in hand ⟩ Significant Deployment Progress To-Date: 15 rigs awarded; 10 already operating, with 5 to be delivered in the next 12 months ⟩ Long-term Scale: A total of 50 rigs to be constructed and deployed over a 10-year period 14 $(200) $(100) $- $100 $200 $300 $400 $500 $600 $- $100 $200 $300 $400 $500 $600 $700 $800 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 SANAD Adjusted EBITDA SANAD Capex SANAD Adjusted EBITDA less Capex Adjusted EBITDA, Capex Adjusted EBITDA less Capex $0 Targeted Financial Results for SANAD Newbuilds Note: 2024 are actual values. Illustrations reflect the completion of the newbuild rig program through 2033, with the existing fleet at the end of 2024 remaining operational. SANAD capex includes newbuild and maintenance capex.

N A B O R S . C O M • Based on forecasted 2025 EBITDA of $300m and a 9.5x EV/EBITDA multiple • Nabors’ 50% ownership equates to $1.4bn of enterprise value today Transformational Value Creation for Our Stockholders SANAD 15 Now At Estimated Cash Flow Crossover in Late 2027 Assumes: ⟩ Multiple of 9.5x based on the average of listed MENA drillers: ADES, ADNOC Drilling and Arabian Drilling ⟩ Maintain utilization of legacy fleet ⟩ Saudi Aramco awards newbuild drilling rig contract in 5-rig tranches ⟩ Manufacturing lead-time for each rig is ~10 months, with the tranches of 5 rigs being delivered progressively over 12 months ⟩ Construction payments are milestone-based (5 milestones) • Based on projected forward 2028 EBITDA of $460m and a 9.5x EV/EBITDA multiple • Nabors’ 50% ownership equates to $2.2bn of future enterprise value SANAD Implied Enterprise Value of $2.8 billion* Implied Enterprise Value of $4.4 billion* *Implied valuation is a calculation based on projected adjusted EBITDA and the trading multiple of certain of our competitors. There can be no assurance that our actual results will match the projections herein or that our valuation will track the implied valuation presented here.

N A B O R S . C O M Robust Businesses Outside of SANAD 16

N A B O R S . C O M Nabors Generated Solid FCF in Legal Entities Outside SANAD Nabors Industries 17 ⟩ Before Parker impact, Nabors expects to generate ~$150 million adjusted FCF outside SANAD in 2025 ⟩ Cash flow in legal entities outside SANAD available for corporate uses and Nabors debt obligations ⟩ Before interest payments, Nabors legal entities outside SANAD are projected to generate ~$360 million in adjusted free cash flow in 2025 (ex/Parker) ⟩ 2025 includes capex of ~$715 million: SANAD newbuilds $360 million Sustaining $299 million International reactivations $56 million FCF ex-SANAD SANAD FCF FCF ex-SANAD SANAD FCF Series1 $81 $(52) $150 $(150) $(200) $(150) $(100) $(50) $- $50 $100 $150 $200 Adjusted Free Cash Flow (millions) Nabors Adjusted Free Cash Flow** SANAD FCF FCF ex-SANAD $150 ($150) SANAD FCF FCF ex-SANAD $81 ($52) *See reconciliation in appendix **Results exclude the impact of Parker 2024* 2025 Outlook

N A B O R S . C O M Projected Operational Cash Generation* for 2025 Nabors Industries 18 ⟩ Before Parker impact, total adjusted EBITDA less CAPEX for operations projected at ~$460 million in 2025, excluding SANAD ⟩ Lower 48 market expected to be a significant contributor of cash flow generation despite the market environment ⟩ Drilling Solutions projected to contribute ~25% of total operational cash flow ⟩ International outside SANAD projected to generate positive cash flow while funding expansion in Kuwait/Argentina (combined reactivation CAPEX of $56 million) *EBITDA less CAPEX Note: Results exclude the impact of Parker Lower 48 Drilling Alaska/ U.S. Offshore International outside SANAD Drilling Solutions Rig Technologies Projected 2025 Full-Year Adjusted EBITDA less CAPEX, excluding SANAD

N A B O R S . C O M Projected Gross Debt Reduction in 2025 Nabors Industries 19 (Millions) $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 Nabors 2025 Gross Debt Outlook $2,360 ⟩ Nabors expects to generate ~$150 million adjusted FCF outside SANAD excluding contribution from Parker ⟩ Parker’s cash at closing and estimated adjusted FCF generation in 2025 will be used to offset incremental debt from Parker ⟩ Nabors expects to refinance the Parker debt with a secured and guaranteed term loan at a reduced interest rate ⟩ Parker is expected to contribute $95 million in free cash flow to Nabors 2025 results $2,505 *Parker balance sheet cash net of Parker transaction costs **Parker projected adjusted free cash flow from closing date to year end 2025 $247 million targeted debt reduction after closing in 2025 $2,607

N A B O R S . C O M Shifting Valuation Towards Sum-of-the-Parts 20

N A B O R S . C O M Nabors Earnings-Power Outlook Nabors Industries and Parker Wellbore 21 Lower 48 Alaska and U.S. Offshore ⟩ Rig count between 62 and 64 ⟩ Daily adjusted gross margin of ~$14,600 ⟩ Combined adjusted EBITDA down ~5% ⟩ Between $710 million and $720 million ⟩ Adjusted EBITDA of ~$30 million Drilling Solutions Rig Technologies Synergies Nabors Parker Full Year* Capital Expenses International ⟩ Rig count between 88 and 89 ⟩ Daily adjusted gross margin of ~$17,000 ⟩ Adjusted EBITDA of ~$140 million ⟩ Savings of ~$40 million ⟩ Adjusted EBITDA of ~$170 million ⟩ Adjusted EBITDA of ~$12 million ⟩ Adjusted EBITDA of ~$16 million ⟩ ~$80 million Corporate ⟩ Less: Overhead of ~$166 million ⟩ Less: Overhead of ~$48 million *Parker numbers are full calendar year 2025 projections from January 1, 2025 to December 31, 2025

N A B O R S . C O M Nabors – SOTP Framework Nabors Industries and Parker Wellbore 22 U.S. Drilling SANAD ⟩ ~$410 million ⟩ ~$300 million ⟩ ~$1.1 billion ⟩ ~$30 million Nabors Drilling Solutions Rig Technologies Corporate and Synergies 2025 PF Adj. EBITDA(1) Peer Multiple(2) Implied Enterprise Total International Drilling ex-SANAD ⟩ ~$215 million ⟩ ~$310 million ⟩ 6.0x – 6.5x ⟩ 4.5x – 5.0x ⟩ 9.0x – 10.0x ⟩ 6.0x – 6.5x(3) ⟩ 4.0x – 4.5x ⟩ 5.0x (1) 2025 adjusted EBITDA includes Parker’s estimated full calendar year 2025 pro forma adjusted EBITDA (2) Competitor multiple ranges are based on certain relevant peers including: U.S. Drilling - HP, PTEN; SANAD - ADES, ADNOC, ADC; International ex-SANAD - ABRJ, HP; NDS - BKR, SLB, WFRD, XPRO; Rig Tech – FET, NOV. Multiple for Corporate and Synergies determined by allocating their adjusted EBITDA according to expected revenue in the business lines, with the exception of SANAD, and applying respective business line multiples to those allocations (Source: Bloomberg) (3) Implied enterprise total multiple range reflects weighted average of individual segment multiples (4) Nabors 50% share of SANAD enterprise value. Net Debt of $2.2 billion, including Parker, adjusted upwards for Saudi Aramco’s share of SANAD cash ⟩ $180 million Est. Net Debt Implied Equity EV at Midpoint ⟩ $1.9 billion ⟩ $1.0 billion ⟩ $1.4 billion(4) ⟩ $1.7 billion ⟩ $0.2 billion ⟩ ($0.9) billion ⟩ $5.4 billion(4) ⟩ $2.3 billion(4) ⟩ $3.1 billion

N A B O R S . C O M Appendix 23

N A B O R S . C O M Valuation Metrics as of 12/31/2024 Nabors Industries 24 Cash and cash equivalents held outside of SANAD Less: Cash and cash equivalents held by SANAD Cash and cash equivalents, per Balance Sheet $ 160.3 In millions 229.4 389.7 CASH AND CASH EQUIVALENTS: (1) Note 13 in 2024 10-K (2) The sum of these equals $785.1 of RNCI as shown on Balance Sheet at 12/31/2024 (3) Common shares outstanding on 2/7/25 excluding 1,161,283 common shares held by our subsidiaries (1) SANAD RNCI and NCI Noncontrolling interest Mezzanine equity: Redeemable noncontrolling interest in subsidiary $ 722.8 269.5 453.3 SANAD: (1)(2) Net SPAC-related restricted cash and RNCI Mezzanine equity: Redeemable noncontrolling interest in subsidiary Asset: Restricted cash held in trust (NETC II SPAC’s funds) $ 0.0 331.8 331.8 NETC II SPAC: (2) Shares post-transaction Shares issued to Parker shareholders Before transaction 14,403,654 4,800,000 9,603,654 SHARES OUTSTANDING: (3)

N A B O R S . C O M Footnotes, Financial Definitions and Disclaimer 25

N A B O R S . C O M 26 Non-GAAP Definitions We do not provide a forward-looking reconciliation of our outlook for Segment Adjusted EBITDA, Segment Gross Margin or Adjusted Free Cash Flow, as the amount and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items could be meaningful Adjusted gross margin represents adjusted operating income (loss) plus general and administrative costs, research and engineering costs and depreciation and amortization. Adjusted EBITDA represents net income (loss) before income (loss) from discontinued operations, net of tax, income tax expense (benefit), investment income (loss), interest expense, other, net and depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure and should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. In addition, adjusted EBITDA excludes certain cash expenses that the Company is obligated to make. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including adjusted EBITDA and adjusted operating income (loss), because it believes that these financial measures accurately reflect the Company’s ongoing profitability and performance. Securities analysts and investors use this measure as one of the metrics on which they analyze the Company’s performance. Other companies in this industry may compute these measures differently. Adjusted Free Cash Flow (FCF) represents net cash provided by operating activities less cash used for capital expenditures, net of proceeds from sales of assets. Management believes that adjusted free cash flow is an important liquidity measure for the Company and that it is useful to investors and management as a measure of the Company’s ability to generate cash flow, after reinvesting in the company for future growth, that could be available for paying down debt or to return to shareholders through dividend payments or share repurchases. Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures. Adjusted free cash flow is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to, cash flow from operations reported in accordance with GAAP. Other companies in this industry may compute this measure differently. Net debt is computed by subtracting the sum of cash, cash equivalents and short-term investments from total debt. This non-GAAP measure has limitations and therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of its operating segments and the consolidated Company based on several criteria, including net debt, because it believes that this financial measure accurately measures the Company’s liquidity. In addition, securities analysts and investors use this measure as one of the metrics on which they analyze the Company’s performance. Other companies in this industry may compute this measure differently.

N A B O R S . C O M Year Ended (In thousands) December 31 2024 Net cash provided by operating activities 581,432 $ Add: Capital expenditures, net of proceeds from sales of assets (552,421) Adjusted free cash flow 29,011 $ Reconciliation of Adjusted Free Cash Flow to Net Cash Provided by Operating Activities NABORS INDUSTRIES 27 As of December 31, 2024 229,442 $ As of December 31, 2023 281,329 Change in SANAD's cash balances (51,887) $ Year Ended December 31 2024 Nabor's adjusted free cash flow 29,011 $ Less: Change in SANAD's cash balances (51,887) Nabors adjusted free cash outside of SANAD 80,898 $ Cash and cash equivalents per the condensed balance sheet of SANAD (included in footnotes): (1) (1) Represents the net change in SANAD’s cash balances during the year

NABORS.COM

Cover	Mar. 11, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 11, 2025
Entity File Number	001-32657
Entity Registrant Name	NABORS INDUSTRIES LTD.
Entity Central Index Key	0001163739
Entity Tax Identification Number	98-0363970
Entity Incorporation, State or Country Code	D0
Entity Address, Address Line One	Crown House
Entity Address, Address Line Two	4 Par-la-Ville Road
Entity Address, Address Line Three	Second Floor
Entity Address, City or Town	Hamilton
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM08
City Area Code	441
Local Phone Number	292-1510
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	NBR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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