Form 8-K

8-K — NABORS INDUSTRIES LTD

Accession: 0001104659-26-105673

Filed: 2026-09-08

Period: 2026-09-08

CIK: 0001163739

SIC: 1381 (DRILLING OIL & GAS WELLS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2624844d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2624844d1_ex99-1.htm)

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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):

September 8, 2026

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 7.01

Regulation FD Disclosure.

On September 8, 2026, Nabors Industries Ltd. (the “Company”)

published an Investor Presentation on its website ahead of a series of investor conferences that it expects senior management to attend

in September. The Investor Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Investor Presentation referenced above contains forward-looking

statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange

Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject to risks and uncertainties, as disclosed

from time to time in the Company’s filings with the Securities and Exchange Commission. As a result of these factors, actual results

may differ materially from those indicated or implied by such forward-looking statements.

The information contained in this Item 7.01, and the accompanying Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of

such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange

Act, regardless of the general incorporation language of any such filing, except as shall be expressly set forth by specific reference

in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Investor Presentation

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: September 8, 2026

By:

/s/ Mark D. Andrews

Mark D. Andrews

Vice President & Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624844d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

N A B O R S . C O M 1

Technology. Expertise. Performance.

Drilling for a better tomorrow.

NYSE: NBR www.nabors.com DELIVERING ENERGY.

ADVANCING THE WORLD.

SEPTEMBER 2026 INVESTOR MEETINGS

N A B O R S . C O M

We often discuss expectations regarding our future markets, demand for our products and services, and our

performance in our annual, quarterly, and current reports, press releases, and other written and oral statements.

Such statements, including statements in this document that relate to matters that are not historical facts, are

“forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the U.S. Securities

Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These “forward-looking statements” are

based on our analysis of currently available competitive, financial and economic data and our operating plans. They

are inherently uncertain, and investors should recognize that events and actual results could turn out to be

significantly different from our expectations.

Factors to consider when evaluating these forward-looking statements include, but are not limited to:

• geopolitical events, pandemics and other macro-events and their respective and collective impact on our

operations as well as oil and gas markets and prices;

• fluctuations and volatility in worldwide prices of and demand for oil and natural gas;

• fluctuations in levels of oil and natural gas exploration and development activities;

• fluctuations in the demand for our services;

• competitive and technological changes and other developments in the oil and gas and oilfield services

industries;

• our ability to renew customer contracts in order to maintain competitiveness;

• the existence of operating risks inherent in the oil and gas and oilfield services industries;

• the possibility of the loss of one or a number of our large customers;

• the amount and nature of our future capital expenditures and how we expect to fund our capital

expenditures;

• the occurrence of cybersecurity incidents, attacks and other breaches to our information technology

systems;

• the impact of long-term indebtedness and other financial commitments on our financial and operating

flexibility;

• our access to and the cost of capital, including the impact of a further downgrade in our credit rating,

covenant restrictions, availability under our revolving credit facility, and future issuances of debt or equity

securities and the global interest rate environment;

• our dependence on our operating subsidiaries and investments to meet our financial obligations;

FORWARD-LOOKING STATEMENTS

NABORS INDUSTRIES

• our ability to retain skilled employees;

• our ability to realize the expected benefits of strategic transactions we may undertake;

• changes in tax laws and the possibility of changes in other laws and regulation;

• global views on and the regulatory environment related to energy transition and our ability to implement our

energy transition initiatives;

• potential long-lived asset impairments

• the possibility of changes to U.S. trade policies and regulations including the imposition of trade embargoes,

sanctions or tariffs, by either the U.S. or any other country in which we operate or have supply lines;

• general economic conditions, including the capital and credit markets;

• our ability to utilize NOLs.

Our businesses depend, to a large degree, on the level of spending by oil and gas companies for exploration,

development and production activities. Therefore, sustained lower oil or natural gas prices that have a material

impact on exploration, development or production activities could also materially affect our financial position, results

of operations and cash flows.

The above description of risks and uncertainties is by no means all-inclusive but is designed to highlight what we

believe are important factors to consider. For a discussion of these factors and other risks and uncertainties, please

refer to our filings with the Securities and Exchange Commission ("SEC"), including those contained in our Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the SEC's website at

www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement as a result of

new information, future events or otherwise, except as otherwise required by law.

Non-GAAP Financial Measures

This presentation refers to certain “non-GAAP” financial measures, such as adjusted EBITDA, net debt, adjusted gross

margin and adjusted free cash flow. The components of these non-GAAP measures are computed by using amounts

that are determined in accordance with accounting principles generally accepted in the United States of America

(“GAAP”). Other companies in our industry may compute these metrics differently. These measures have limitations

and should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP.

A DIFFERENTIATED GLOBAL PLATFORM

Land and Offshore

Rigs.

THE INDUSTRY’S MOST ROBUST TECHNOLOGY PORTFOLIO.

Global Scale.

Technology Leadership.

Diversified Market Reach.

An industry-leading technology portfolio

deployed across a global rig fleet.

260+

Employees representing

90+ nationalities.

~14,000

In Markets Comprising

65%

Of Worldwide Petroleum

and Other Liquids

Production.

Countries.

~20

TECHNOLOGY

DRIVEN

EXECUTING ACROSS THE STRATEGY. Advancing technology-led growth, further strengthening our balance

sheet, and continuing the robust expansion of our international footprint.

TECHNOLOGY-LED GROWTH

˚35 MILLION

Investment in Quaise Energy.

Positions Nabors as Quaise’s

largest shareholder.

CAPITAL STRUCTURE

˚100 MILLION

Achieved our 2026 target ahead

of schedule by completing the

partial redemption of high-coupon notes due 2030.

INTERNATIONAL EXPANSION

VENEZUELA

Multi-year rig contract

signed to recommence

drilling operations.

GLOBAL SCALE ACROSS KEY REGIONS. 178 RIGS OPERATING

13 EASTERN HEMISPHERE

26 LATIN AMERICA

9 OTHER U.S.

56 SAUDI ARABIA

Growing fleet in Alaska and a marquee

Offshore rig.

SANAD JV combines scale and a premier

partnership, with 56 rigs operating and a

significant platform for continued growth.

Strong regional platform with meaningful

market share in Argentina and Colombia,

growing exposure to Vaca Muerta and four

platform rigs offshore Mexico.

Critical international region, with rigs operating in

Algeria, Kazakhstan, Kuwait and Oman.

As of 9/4/2026

74 LOWER 48

Diversified footprint, with 41% in Permian,

16% Eagle Ford, 24% in the Bakken and 12%

in Haynesville.

STRATEGIC GROWTH IN INTERNATIONAL MARKETS.

INTERNATIONAL DRILLING RIG COUNT

-3 -1 -1 -1 -1

94 93

98 Rig Count

100

105

110 AWARDED /

RESTART OPERATING END OF

CONTRACT OPERATING

Actively pursuing

multiple

incremental

opportunities

with attractive

returns

Visible additions position the international fleet for a potential 98-rig year-end exit.

Rig awarded in Venezuela expected to commence operations in early 1Q 2027.

The deployment of a Nabors PACE®-B rig at Project Obsidian in

Oregon marks an important step in advancing our geothermal

investment strategy and unlocking a compelling long-term growth

opportunity in an attractive adjacent energy market.

FROM VENTURE

INVESTMENT TO FIELD

DEPLOYMENT.

INITIAL PHASE

PHASE I OF III

50 MW

PHASE I CAPACITY

300–500°C

SUPERHOT ROCK

FIRST-OF-ITS-KIND SUPERHOT GEOTHERMAL PROJECT

Project Obsidian is targeted to be a 1+ GW power plant using a combination of

Quaise’s millimeter wave drilling technology and proven conventional drilling.

$250

$550 $550

$700

$100

$200

$400

$600

$800

2026 2027 2028 2029 2030 2031 2032 Million

ACTIVELY REDUCING DEBT.

NOTES OUTSTANDING

As of 6/30/26 As of 12/31/25

($ millions)

Gross Debt $2,495 $2,120

Cash* $941 $510

Net Debt $1,554 $1,610

* Cash includes short-term investments

** 3Q Pro Forma is amount as of 6/30/26 adjusted for the partial redemption of the 2030 notes completed on 8/12/2026.

Clear runway to manageable 2029 maturity

Pro Forma**

$2,020

GROSS DEBT REDUCTION

1.750% 9.125% 8.875% 7.625% << COUPON

EXECUTING TO PLAN. POSITIONED TO DELIVER. Reiterating our third-quarter and full-year 2026 Outlook from the 2Q Earnings Press Release.

U.S. DRILLING

• Lower 48 average rig count of 73 rigs

• Lower 48 average daily adjusted gross margin of ~$13,800

• Alaska and Gulf of America adjusted EBITDA of ~$11 million

INTERNATIONAL DRILLING • Average rig count of 94 – 96 • Average daily adjusted gross margin of $18,100 - $18,400

DRILLING SOLUTIONS • Adjusted EBITDA of ~$42 million

RIG TECHNOLOGIES • Adjusted EBITDA of $5 - $6 million

CAPITAL EXPENDITURES • Capital expenditures of $245 - $255 million, including

~$130 million for SANAD newbuilds in Saudi Arabia

ADJUSTED FREE CASH FLOW

THIRD QUARTER 2026 OUTLOOK

• Adjusted free cash flow consumption of ~$40 million, including

free cash consumption at SANAD of ~$65 million

EXECUTING TO PLAN. POSITIONED TO DELIVER. Reiterating our third-quarter and full-year 2026 Outlook from the 2Q Earnings Press Release.

FULL YEAR 2026 OUTLOOK

˚920 - ˚930 MILLION

CAPITAL EXPENDITURES

˚710 - ˚730 MILLION

ADJUSTED EBITDA

˚20 - ˚30 MILLION

ADJUSTED FREE CASH FLOW

Includes $60 - $80 million of SANAD free cash consumption

Includes $325 – $335 million for SANAD newbuilds

FOOTNOTES,

FINANCIAL DEFINITIONS &

DISCLAIMERS

NON-GAAP DEFINITIONS

We do not provide a forward-looking reconciliation of our outlook for Segment Adjusted EBITDA or Segment Adjusted Gross Margin, as the amount and significance

of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items

could be meaningful • Adjusted gross margin represents adjusted operating income (loss) plus general and administrative costs, research and engineering costs and depreciation and

amortization. • Adjusted EBITDA represents net income (loss) before income tax expense (benefit), investment income (loss), interest expense, gain on bargain purchase, other,

net and depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure and should not be used in isolation or as a substitute for the amounts

reported in accordance with GAAP. In addition, adjusted EBITDA excludes certain cash expenses that the Company is obligated to make. However, management

evaluates the performance of its operating segments and the consolidated Company based on several criteria, including adjusted EBITDA and adjusted operating

income (loss), because it believes that these financial measures accurately reflect the Company’s ongoing profitability and performance. Securities analysts and

investors use this measure as one of the metrics on which they analyze the Company’s performance. Other companies in this industry may compute these

measures differently. • Adjusted free cash flow represents net cash provided by operating activities less cash used for capital expenditures, net of proceeds from sales of assets, and

before cash paid for acquisition related costs. Management believes that adjusted free cash flow is an important liquidity measure for the company and that it is

useful to investors and management as a measure of the company’s ability to generate cash flow, after reinvesting in the company for future growth, that could be

available for paying down debt or other financing cash flows, such as dividends to shareholders. Adjusted free cash flow does not represent the residual cash flow

available for discretionary expenditures. Adjusted free cash flow is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or

superior to, cash flow from operations reported in accordance with GAAP. • Net debt is computed by subtracting the sum of cash, cash equivalents and short-term investments from total debt. This non-GAAP measure has limitations and

therefore should not be used in isolation or as a substitute for the amounts reported in accordance with GAAP. However, management evaluates the performance of

its operating segments and the consolidated Company based on several criteria, including net debt, because it believes that this financial measure accurately

measures the Company’s liquidity. In addition, securities analysts and investors use this measure as one of the metrics on which they analyze the Company’s

performance. Other companies in this industry may compute this measure differently.

NABORS INDUSTRIES LTD.

NABORS.COM

NABORS CORPORATE SERVICES

515 W. Greens Road

Suite 1200

Houston, TX 77067-4525

@ n a b o r s g l o b a l

William C. Conroy, CFA

VP - Corporate Development and

Investor Relations

William.Conroy@nabors.com

Kara K. Peak

Director - Corporate Development and

Investor Relations

Kara.Peak@nabors.com

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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration