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NABORS INDUSTRIES LTD — Director's Dealing 2025
Jan 3, 2025
32659_dirs_2025-01-03_16b1d5eb-f7e9-42bf-b0dd-f734db60210e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: NABORS INDUSTRIES LTD (NBR)
CIK: 0001163739
Period of Report: 2024-12-31
Reporting Person: PETRELLO ANTHONY G (Director, CHAIRMAN, PRESIDENT & CEO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-12-31 | Common Stock | D | 30305 | — | Disposed | 71685 | Direct |
| 2025-01-01 | Common Stock | M | 13469 | — | Acquired | 85154 | Direct |
| 2025-01-01 | Common Stock | F | 1974 | $57.17 | Disposed | 83180 | Direct |
| 2025-01-01 | Common Stock | M | 5016 | — | Acquired | 88196 | Direct |
| 2025-01-01 | Common Stock | M | 13981 | — | Acquired | 102177 | Direct |
| 2025-01-01 | Common Stock | F | 5662 | $57.17 | Disposed | 96515 | Direct |
| 2025-01-01 | Common Stock | A | 42970 | — | Acquired | 139485 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-01-01 | 2022 Performance Share Units | $ | M | 13469 | Disposed | Common Stock (13469) | Direct | |
| 2025-01-01 | 2023 Performance Share Units | $ | M | 5016 | Disposed | Common Stock (5016) | Direct | |
| 2025-01-01 | 2024 Performance Share Units | $ | A | 41942 | Acquired | Common Stock (41942) | Direct | |
| 2025-01-01 | 2024 Performance Share Units | $ | M | 13981 | Disposed | Common Stock (13981) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 265577 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| 2021 Warrants | $166.6666 | 2026-06-11 | Common Stock (4470) | 4470 | Direct |
| 2021 Warrants | $166.6666 | 2026-06-11 | Common Stock (170649) | 170649 | Indirect |
Footnotes
F1: Represents the number of TSR shares forfeited on December 31, 2024, out of a total of 30,305 TSR shares originally granted to Mr. Petrello on January 1, 2022, 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, 2022 and ending on December 31, 2024, as determined on December 31, 2024, by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee").
F2: Reflects the number of shares vesting on January 1, 2025 in respect of the 40,406 earned and vested Performance restricted stock units originally granted on January 1, 2022.
F3: Reflects the number of shares surrendered on January 1, 2025 to satisfy the tax withholding on the vesting and issuance of 5,016 shares of the 15,048 Performance restricted stock units originally granted on January 1, 2023. The remaining 3,042 vested performance shares were retained by Mr. Petrello.
F4: Reflects the number of shares vesting on January 1, 2025 in respect of the 15,048 earned and vested Performance restricted stock units originally granted on January 1, 2023.
F5: Reflects the number of shares vesting on January 1, 2025 in respect of the 41,942 earned and vested Performance restricted stock units originally granted on January 1, 2024.
F6: Reflects the number of shares surrendered on January 1, 2025 to satisfy the tax withholding on the vesting and issuance of 13,981 shares of the 41,942 Performance restricted stock units originally granted on January 1, 2024. The remaining 8,319
vested performance shares were retained by Mr. Petrello.
F7: Represents an award of TSR shares that will only vest at the end of a three-year performance period (January 1, 2025 to December 31, 2027) 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.
F8: Performance restricted stock units convert into common shares on a 1-for-1 basis.
F9: These Performance restricted stock units were earned by Mr. Petrello pursuant to his employment agreement based on the achievement of certain objectives for the year 2024, as determined on December 31, 2024, by the Compensation Committee. 190.32% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Petrello's employment agreement were determined to have been earned. The number reported above reflects the number of earned performance restricted stock units that are payable in share-settled restricted stock units. The remaining 37,886 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, 2025.