Nabors Industries (NBR) Form 4 NABORS INDUSTRIES / William J Restrepo ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Restrepo William J

(Last) (First) (Middle)

C/O NABORS CORPORATE SERVICES, INC.

515 W. GREENS RD., SUITE 1200

(Street)

HOUSTON TX 77067

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/31/2024		D(1)		17,317(1)	D	$0	92,518	D
Common Stock	01/01/2025		M(2)		2,886(2)	A	$0	95,404	D
Common Stock	01/01/2025		F(3)		703(3)	D	$55.17	94,701	D
Common Stock	01/01/2025		M(4)		1,075(4)	A	$0	95,776	D
Common Stock	01/01/2025		F(5)		262(5)	D	$57.17	95,514	D
Common Stock	01/01/2025		M(6)		5,849(6)	A	$0	101,363	D
Common Stock	01/01/2025		F(7)		1,584(7)	D	$55.17	99,779	D
Common Stock	01/01/2025		A(8)		24,554(8)	A	$0	124,333	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
2022 Performance Share Units	(9)	01/01/2025		M(2)			2,886(2)	(9)	(9)	Common Stock	2,886	$0	0	D
2023 Performance Share Units	(9)	01/01/2025		M(4)			1,075(4)	(9)	(9)	Common Stock	1,075	$0	1,075	D
2024 Performance Share Units	(9)	01/01/2025		A(10)		17,547(10)		(9)	(9)	Common Stock	17,547	$0	17,547	D
2024 Performance Share Units	(9)	01/01/2025		M(6)			5,849(6)	(9)	(9)	Common Stock	5,849	$0	11,698	D

Explanation of Responses:

1. Represents the number of TSR shares forfeited on December 31, 2024, out of a total of 17,317 TSR shares originally granted to Mr. Restrepo 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").

2. Reflects the number of shares vesting on January 1, 2025 in respect of the 8,659 earned and vested Performance units originally granted on January 1, 2022.

3. Reflects the number of shares surrendered on January 1, 2025 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 2,183 vested shares were retained by the executive.

4. Reflects the number of shares vesting on January 1, 2025 in respect of the 3,225 earned and vested Performance units originally granted on January 1, 2023.

5. Reflects the number of shares surrendered on January 1, 2025 to satisfy the tax withholding on the vesting and issuance of 1,075 shares of the 3,225 Performance restricted stock units originally granted on January 1, 2023. The remaining 813 vested shares were retained by the executive.

6. Reflects the number of shares vesting on January 1, 2025 in respect of the 17,547 earned and vested Performance units originally granted on January 1, 2024.

7. Reflects the number of shares surrendered on January 1, 2025 to satisfy the tax withholding on the vesting and issuance of 5,849 shares of the 17,547 Performance restricted stock units originally granted on January 1, 2024. The remaining 4,265 vested shares were retained by the executive.

8. 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.

9. Performance restricted stock units convert into common shares on a 1-for-1 basis.

10. 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 2024, as determined on December 31, 2024, by the Compensation Committee. 195.22% 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 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.

	/s/ Mark D. Andrews by Power of Attorney for William Restrepo	01/03/2025
	** Signature of Reporting Person	Date
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