NABORS INDUSTRIES LTD (NBR)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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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. Statements relating to matters that are not historical facts are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These “forward-looking statements” are based on an 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. By way of illustration, when used in this document, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “should,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements.

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You should consider the following key factors when evaluating these forward-looking statements:

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Our business depends, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Therefore, a sustained increase or decrease in the price of oil or natural gas that has a material impact on exploration, development and production activities could also materially affect our financial position, results of operations and cash flows.

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The above description of risks and uncertainties is by no means all-inclusive but highlights certain factors that we believe are important for your consideration. For a more detailed description of risk factors that may affect us or our industry, please refer to Item 1A. — Risk Factors in our 2025 Annual Report.

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Management Overview

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This section is intended to help you understand our results of operations and our financial condition. The results of operations discussed below include amounts pertaining to Parker after the merger closed on March 11, 2025. This information is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto.

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We are a leading provider of advanced technology for the energy industry. With operations in approximately 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable 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.

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Outlook

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Demand for our services and products is subject to a complex combination of macroeconomic, industry and company-specific factors that influence our clients’ decisions to invest in exploration, development and production activities. The volume of these activities is significantly influenced by the prices of crude oil and natural gas, which can fluctuate widely, are inherently volatile and tend to be highly sensitive to a range of factors. These factors include global supply and demand dynamics, production decisions and actions taken by major oil-producing countries, as well as geopolitical developments impacting large hydrocarbon-producing regions.

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In addition to commodity price dynamics, client capital allocation priorities can materially influence drilling activity. Certain oil and gas producers may intentionally limit their capital spending as they focus on capital discipline, shareholder returns and other priorities over production growth. These actions can moderate activity levels even during periods of favorable commodity prices. Further, significant industry consolidation, particularly among U.S. operators has occurred in recent years. In certain cases, these transactions have impacted demand for drilling services, as the combined operators reassess development plans and rationalize drilling rig requirements.

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Since late 2022, global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics, and more recently, domestic policy changes. During the first half of 2026, the conflict in the Middle East resulted in damage to oil and gas production facilities in several producing countries and a very significant curtailment in oil and gas exports from the region. The near-term impact of these events was a dramatic increase in global crude oil prices and elevated natural gas prices in certain markets.

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Operator responses to the conflict have varied by region. In the Middle East, a number of offshore rigs have been placed on standby or had operations suspended. In contrast, land drilling activity in the markets where we operate has remained resilient, and in our case, has increased modestly.

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In the United States, operators generally maintained or increased their drilling activity, as oil prices strengthened. However, most larger U.S. operators remain committed to their prior spending plans and have not increased drilling activity levels in response to the recent movement in oil prices.

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Also in the United States, leading-edge rig pricing has begun to increase, supporting widening daily rig margins. At the same time, continued gains in drilling efficiency have enabled U.S. oil and gas producers to sustain production levels with fewer rigs. As a result, while rig pricing dynamics are improving, these efficiency gains have reduced the number of rigs required.

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Internationally, we continue to see constructive medium- to longer-term fundamentals supported by production capacity expansion and the development of unconventional resources in a number of key markets. In many of these regions, drilling activity is supported by longer-term contractual agreements, which tend to moderate near-term volatility. Nevertheless, activity levels may be affected by near-term geopolitical developments, supply-chain disruptions and customer-specific capital allocation decisions.

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Comparison of the three months ended June 30, 2026 and 2025

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Operating revenues for the three months ended June 30, 2026 totaled $814.8 million, representing a decrease of $18.0 million, compared to the three months ended June 30, 2025. For a more detailed description of operating results, see Segment Results of Operations below.

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Net loss attributable to Nabors totaled $22.3 million ($2.04 per diluted share) for the three months ended June 30, 2026 compared to net loss attributable to Nabors of $30.9 million ($2.71 per diluted share) for the three months ended June 30, 2025, or an $8.6 million increase in net income. See Segment Results of Operations and Other Financial Information below for additional discussion.

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General and administrative expenses for the three months ended June 30, 2026 totaled $71.4 million, representing a decrease of $11.4 million, or 14%, compared to the three months ended June 30, 2025. This is reflective of decreases in workforce costs and general operating costs related to Quail Tools, LLC, which was sold on August 20, 2025 along with a reduction in staffing levels and general-cost-reduction effects in our corporate offices subsequent to the acquisition of Parker Drilling.

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Depreciation and amortization expense for the three months ended June 30, 2026 was $160.5 million, representing a decrease of $14.5 million, or 8%, compared to the three months ended June 30, 2025. The decrease is a result of the assets sold as part of the sale of Quail Tools, LLC on August 20, 2025.

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Segment Results of Operations

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The following tables set forth certain information with respect to our reportable segments and rig activity:

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, our consolidated financial statements and the related notes thereto included under Part II, Item 8.—Financial Statements and Supplementary Data. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Part I, Item 1A.—Risk Factors and elsewhere in this annual report. See “Forward-Looking Statements.”

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This section of this Form 10-K generally discusses fiscal 2025 and fiscal 2024 items and year-to-year comparisons between fiscal 2025 and fiscal 2024. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year December 31, 2024, as filed with the SEC on February 13, 2025, which is available on the SEC’s website at www.sec.gov.

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Management Overview

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We are a leading provider of advanced technology for the energy industry. With operations in over 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable 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.

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Outlook

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The demand for our services and products is a function of the level of spending by oil and gas companies for exploration, development and production activities. The level of exploration, development and production activities is to a large extent tied to the prices of oil and natural gas, which can fluctuate significantly, are highly volatile and tend to be highly sensitive to factors including supply and demand cycles and geopolitical uncertainties particularly those impacting large hydrocarbon-producing countries. Certain oil and gas companies may also intentionally limit their capital spending as they focus on generating returns to shareholders as opposed to maximizing hydrocarbon production. Additionally, in recent years significant consolidation among oil and gas companies has taken place, especially in the United States. In some cases, these transactions may have an impact on overall rig demand, as the acquiring company may apply criteria that results in a different level of demand for drilling rigs than the previous two companies would have had on a stand-alone basis.

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Since late 2022 and continuing through the fourth quarter of 2025, global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics, and more recently, domestic policy changes. In the U.S., operators generally reacted to these market conditions with caution by reducing their drilling activity – particularly in the natural gas basins. This trend appears to be shifting with the expectation for higher natural gas demand in the future. Meanwhile, a number of operators in oil-driven basins, especially the Permian Basin, have reduced drilling activity as they have realized efficiency gains and achieved their production goals.

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Despite the reduction in overall rig count in the United States, pricing discipline for drilling rigs in this market remained intact, generally supporting rig dayrates and daily rig margins.

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Oil prices have been impacted by recent production actions announced by certain large international oil producers. Natural gas prices, particularly in the United States, have generally increased, in part as demand increased as LNG export facilities ramped throughput.

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U.S. oil and gas production has proved resilient in the face of reduced drilling activity aided by efficiency gains.

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Internationally, we generally see an expansion of production capacity as well as the widespread development of unconventional resources driving an expected increase in oilfield activity broadly across those markets. In Saudi Arabia specifically, the operating rig fleet has begun to rebound following the activity suspensions in 2024 of a large number of rigs.

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Recent Developments

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Acquisition of Parker Drilling Company

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On March 11, 2025, Nabors completed its merger with Parker Drilling Company (“Parker”) resulting in Parker becoming a wholly owned subsidiary of Nabors. Parker provides drilling services across global energy markets. Total consideration for the acquisition included cash consideration of $0.6 million and the issuance of 4.8 million shares of our common stock, which based on the closing price of our common stock of $37.50 on March 11, 2025, valued the purchase price consideration of the transaction at approximately $180.6 million.

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Sale of Quail Tools, LLC

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On August 20, 2025, Nabors entered into a definitive agreement to sell Quail Tools to Superior Energy Services, Inc. Quail Tools was part of Nabors’ acquisition of Parker. Net consideration for the sale totals $625.0 million inclusive of a net working capital adjustment. Consideration comprised of cash of $375.0 million and a seller note of $250.0 million. On October 9, 2025, Nabors received prepayment in full of the $250.0 million seller note, including accrued and unpaid interest.

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7.625% Senior Priority Guaranteed Notes due November 2032

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On November 10, 2025, Nabors issued $700.0 million in aggregate principal amount of 7.625% senior priority guaranteed notes, which are fully and unconditionally guaranteed by Nabors and certain of Nabors’ indirect wholly-owned subsidiaries. Interest on the notes is payable on May 15 and November 15 of each year. The notes have a maturity date of November 15, 2032. Nabors used the net proceeds to redeem all of its 7.375% senior priority guaranteed notes due May 2027.

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Financial Results

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Comparison of the years ended December 31, 2025 and 2024

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Operating revenues in 2025 totaled $3.2 billion, representing an increase of $254.6 million, or 9%, from 2024. For a more detailed description of operating results see Segment Results of Operations, below.

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Net income attributable to Nabors totaled $286.6 million for 2025 ($17.39 per diluted share) compared to a net loss attributable to Nabors of $176.1 million ($22.37 per diluted share) in 2024, or a $462.7 million increase in net income. Adjusted operating income (loss) across our operating segments, increased by $54.3 million, or 13%.  $113.7 million of the increase is due to the gain on bargain purchase related to the Parker acquisition and $414.0 million was due to the gain on the disposition of Quail Tools. These gains were partially offset by $26.5 million of asset impairments related to assets held in Russia, $24.6 million related to severance and reorganization costs and $19.9 million of transaction related costs. See Segment Results of Operations and Other Financial Information below for additional discussion.

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General and administrative expenses in 2025 totaled $304.6 million, representing an increase of $55.3 million, or 22% from 2024. This is reflective of increases in workforce costs and general operating costs as a result of the Parker acquisition, along with inflationary pressures as market conditions have changed.

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Depreciation and amortization expense in 2025 was $649.2 million, representing an increase of $15.8 million, or 2%, from 2024. The increase is a result of the additional assets obtained in the Parker acquisition.

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Segment Results of Operations

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During the years ended December 31, 2025 and 2024, our business consisted of four reportable segments: U.S. Drilling, International Drilling, Drilling Solutions and Rig Technologies.

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Management evaluates the performance of our reportable segments using adjusted operating income (loss), which is our segment performance measure, because we believe that this financial measure reflects our ongoing profitability and performance. In addition, securities analysts and investors use this measure as one of the metrics on which they analyze our performance. Adjusted operating income (loss) represents income (loss) before income taxes, interest expense, earnings (losses) from unconsolidated affiliates, investment income (loss), gain on disposition of Quail Tools, gain on bargain purchase and other, net. A reconciliation of adjusted operating income to net income (loss) before income taxes can be found in Note 17—Segment Information in Part II, Item 8.—Financial Statements and Supplementary Data.

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The following tables set forth certain information with respect to our reportable segments and rig activity:

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