NABORS INDUSTRIES LTD — Director's Dealing 2023

Jan 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NABORS INDUSTRIES LTD (NBR)
CIK: 0001163739
Period of Report: 2023-01-01

Reporting Person: Restrepo William J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-01	Common Stock	M	2886	—	Acquired	104584	Direct
2023-01-01	Common Stock	F	1136	$154.87	Disposed	103448	Direct
2023-01-01	Common Stock	A	10196	—	Acquired	113644	Direct
2023-01-02	Common Stock	F	753	$154.87	Disposed	112891	Direct
2023-01-02	Common Stock	F	921	$154.87	Disposed	111970	Direct
2023-01-02	Common Stock	D	4398	—	Disposed	107572	Direct
2023-01-02	Common Stock	F	1915	$154.87	Disposed	105657	Direct
2023-01-04	Common Stock	M	3423	—	Acquired	109080	Direct
2023-01-04	Common Stock	F	1347	$148.55	Disposed	107733	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-01	2022 Performance Share Units	$	A	8659	Acquired		Common Stock (8659)	Direct
2023-01-01	2022 Performance Share Units	$	M	2886	Disposed		Common Stock (2886)	Direct
2023-01-02	2021 Warrants	$166.6666	A	1303	Acquired	2026-06-11	Common Stock (1303)	Direct
2023-01-04	2021 Performance Share Units	$	M	3423	Disposed		Common Stock (3423)	Direct
2023-01-04	2021 Warrants	$166.6666	A	1368	Acquired	2026-06-11	Common Stock (1368)	Direct

Footnotes

F1: Reflects the number of shares vesting on January 1, 2023 in respect of the 8,659 earned and vested Performance units originally granted on January 1, 2022.

F2: Reflects the number of shares surrendered on January 1, 2023 to satisfy the tax withholding on the vesting and issuance of 2,886 shares of the 8,659 Performance restricted stock units originally granted on January 1, 2022. The remaining 1,750 vested shares were retained by the executive.

F3: Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2023 to December 31, 2025) based on the Issuer's relative total shareholder return as compared to a peer group of companies. The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated.

F4: Reflects the number of shares surrendered on January 2, 2023 to satisfy the tax withholding on the vesting of 2,830 shares of the 8,494 Performance shares originally granted on January 2, 2020. The remaining 2,077 vested shares were retained by Mr. Restrepo.

F5: Reflects the number of shares surrendered on January 2, 2023 to satisfy the tax withholding on the vesting of 3,258 Performance restricted stock units of the 9,776 Performance restricted stock units earned on January 2, 2021. The remaining 2,337 vested Performance shares were retained by Mr. Restrepo.

F6: Represents the number of TSR shares forfeited on January 1, 2023, out of a total of 9,774 TSR shares originally granted to Mr. Restrepo on January 2, 2020, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2020 and ending on December 31, 2022, as determined on December 31, 2022, by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee").

F7: Reflects the number of shares surrendered on January 1, 2023 to satisfy the tax withholding on the vesting of 5,376 TSR shares earned out of a total of 9,774 TSR shares originally granted to Mr. Restrepo on January 2, 2020, based on the Issuer's relative total shareholder return as compared to a peer group of companies during the three-year performance period beginning on January 1, 2020 and ending on December 31, 2022, as determined on December 31, 2022 by the Compensation Committee. The remaining 3,461 earned and vested shares were retained by Mr. Restrepo.

F8: Reflects the number of shares vesting on January 4, 2023 of the 10,267 earned Performance units settled in shares originally granted on January 4, 2021.

F9: Reflects the number of shares surrendered on January 4, 2023 to satisfy the tax withholding on the vesting of 3,423 shares of the 10,267 Performance restricted stock units originally granted on January 4, 2021. The remaining 2,076 vested shares were retained by Mr. Restrepo.

F10: Performance Share Units convert into common shares on a 1-for-1 basis.

F11: These Performance restricted stock units were earned by Mr. Restrepo pursuant to his employment agreement based on the achievement of certain objectives for the year 2022, as determined on December 31, 2022, by the Compensation Committee. 187.0% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Restrepo's employment agreement were determined to have been earned to date. The number reported above reflects the number of earned performance restricted stock units that are payable in share-settled restricted stock units. The remaining 7,533 performance restricted stock units were settled in cash pursuant to the terms of the applicable award agreement. The Performance restricted stock units that settle in shares are scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the date of grant, January 1, 2023.

F12: These warrants were earned in connection with the vesting of Performance restricted stock units on January 2, 2023 by Mr. Restrepo and distributed pursuant to the terms of the applicable award agreements as determined by the Compensation Committee on December 31, 2022.

F13: Reflects the number of shares vesting on January 4, 2023 of the 10,267 earned Performance units settled in shares originally granted on January 4, 2021.

F14: These warrants were earned in connection with the vesting of Performance restricted stock units on January 4, 2023 by Mr. Restrepo and distributed pursuant to the terms of the applicable award agreements as determined by the Compensation Committee on December 31, 2022.