Sec Form 4 Filing - Restrepo William J @ NABORS INDUSTRIES LTD - 2025-09-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Restrepo William J
2. Issuer Name and Ticker or Trading Symbol
NABORS INDUSTRIES LTD [ NBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O NABORS CORPORATE SERVICES, INC., 515 W. GREENS RD., SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2025
(Street)
HOUSTON, TX77067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2025 F( 1 )( 2 ) 4,013 ( 1 ) ( 2 ) D $ 40.87 120,320 D
Common Stock 09/30/2025 F( 1 )( 3 ) 7,074 ( 1 ) ( 3 ) D $ 40.87 113,246 D
Common Stock 09/30/2025 F( 1 )( 4 ) 9,662 ( 1 ) ( 4 ) D $ 40.87 103,584 D
Common Stock 09/30/2025 M( 5 )( 6 ) 1,075 ( 5 ) ( 6 ) A $ 0 104,659 D
Common Stock 09/30/2025 F( 5 )( 7 ) 424 ( 5 ) ( 7 ) D $ 40.87 104,235 D
Common Stock 09/30/2025 M( 5 )( 8 ) 11,698 ( 5 ) ( 8 ) A $ 0 115,933 D
Common Stock 09/30/2025 F( 5 )( 9 ) 4,604 ( 5 ) ( 9 ) D $ 40.87 111,329 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2021 Warrants $ 166.6666 06/11/2021 06/11/2026 Common Stock 44,212 44,212 D
2023 Performance Share Units ( 10 ) 09/30/2025 M( 5 )( 6 ) 1,075 ( 5 ) ( 6 ) ( 10 ) ( 10 ) Common Stock 1,075 $ 0 0 D
2024 Performance Share Units ( 10 ) 09/30/2025 M( 5 )( 8 ) 11,698 ( 5 ) ( 8 ) ( 10 ) ( 10 ) Common Stock 11,698 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Restrepo William J
C/O NABORS CORPORATE SERVICES, INC.
515 W. GREENS RD., SUITE 1200
HOUSTON, TX77067
Chief Financial Officer
Signatures
/s/ Mark D. Andrews by Power of Attorney for William Restrepo 10/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Restrepo retired on September 30, 2025. Pursuant to the Executive's employment agreement, upon a qualifying retirement, all unvested TSR Shares held by the reporting person vested in full on the retirement date.
( 2 )Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting of 10,196 TSR shares deemed earned at maximum out of a total of 10,196 shares originally granted to Mr. Restrepo on January 1, 2023, for the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025, as determined on September 30, 2025 by the Compensation Committee in connection with Mr. Restrepo's retirement entitlement pursuant to his employment agreement. The remaining 6,183 deemed earned and vested shares were retained by the executive.
( 3 )Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting of 17,975 TSR shares deemed earned at maximum out of a total of 17,975 shares originally granted to Mr. Restrepo on January 1, 2024, for the three-year performance period beginning on January 1, 2024 and ending on December 31, 2026, as determined on September 30, 2025 by the Compensation Committee in connection with Mr. Restrepo's retirement entitlement pursuant to his employment agreement. The remaining 10,901 deemed earned and vested shares were retained by the executive.
( 4 )Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting of 24,554 TSR shares deemed earned at maximum out of a total of 24,554 shares originally granted to Mr. Restrepo on January 1, 2025, for the three-year performance period beginning on January 1, 2025 and ending on December 31, 2027, as determined on September 30, 2025 by the Compensation Committee in connection with Mr. Restrepo's retirement entitlement pursuant to his employment agreement. The remaining 14,892 deemed earned and vested shares were retained by the executive.
( 5 )Mr. Restrepo retired on September 30, 2025. Pursuant to the Executive's employment agreement, upon a qualifying retirement, all unvested performance stock units ("PSUs") held by the reporting person vested in full on the retirement date.
( 6 )Reflects the vesting of 1,075 PSUs on September 30, 2025 in connection with Mr. Restrepo's retirement in accordance with his employment agreement, which represents the number of PSUs that were earned in respect of the 3,225 PSUs originally granted on January 1, 2023, which 1,075 PSUs remained subject to time-vesting requirements
( 7 )Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting and issuance of 1,075 shares of the 3,225 PSUs originally granted on January 1, 2023. The remaining 651 vested shares were retained by the executive.
( 8 )Reflects the vesting of 11,698 PSUs on September 30, 2025 in connection with Mr. Restrepo's retirement in accordance with his employment agreement, which represents the number of PSUs that were earned in respect of the 17,547 PSUs originally granted on January 1, 2024, which 11,698 PSUs remained subject to time-vesting requirements.
( 9 )Reflects the number of shares surrendered on September 30, 2025 to satisfy the tax withholding on the vesting and issuance of 11,698 shares of the 17,547 PSUs originally granted on January 1, 2024. The remaining 7,094 vested shares were retained by the executive.
( 10 )Performance restricted stock units convert into common shares on a 1-for-1 basis.

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