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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 2025
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in
its charter)
Bermuda |
|
001-32657 |
|
98-0363970 |
(State or Other Jurisdiction of Incorporation or Organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
Crown House 4 Par-la-Ville Road Second Floor Hamilton, HM08 Bermuda |
|
N/A |
(Address of principal executive offices) |
|
(Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which
registered |
Common shares |
|
NBR |
|
NYSE |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2025, David J. Tudor, age 66, was appointed to the
Board of Directors (the “Board”) of Nabors Industries Ltd. (the “Company”). Mr. Tudor was not appointed to
the Board pursuant to any arrangement or understanding between him and any other person. Mr. Tudor will serve as a member of each
of the Audit and the Risk Oversight Committees of the Board. In 2025, Mr. Tudor will be entitled to receive retainers for his service
on the Board and the Committees consistent with the Company’s practices. All such cash retainers are paid quarterly in arrears and
will be pro-rated for Mr. Tudor from the date of his commencement of service. Mr. Tudor may elect to receive immediately vested
stock options in lieu of any cash compensation. On July 24, 2025, Mr. Tudor received a pro rata portion of the $250,000 annual
restricted stock entitlement granted to the Board members following the 2025 Annual General Meeting. The restricted stock award will vest
100% on July 24, 2026. Finally, Mr. Tudor is entitled to indemnity for his service as a director, in accordance with the Company’s
Bye-Laws. Other than as set forth above with respect to his service as a director, there have been no transactions since the Company’s
last fiscal year, and no such transactions are proposed, in which the Company is a participant and in which Mr. Tudor had or will
have a direct or indirect material interest such that disclosure would be required under Item 404(a) of Regulation S-K. Furthermore,
there are no family relationships between Mr. Tudor and any director, executive officer or person nominated or chosen by the Company
to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K.
A press release announcing the appointment of Mr. Tudor
to the Company’s Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| NABORS INDUSTRIES LTD. |
| | |
Date: July 25, 2025 | By: | /s/ Mark D. Andrews |
| |
Mark D. Andrews |
| |
Corporate Secretary |