Form 8-K

8-K — NABORS INDUSTRIES LTD

Accession: 0001104659-26-088124

Filed: 2026-07-29

Period: 2026-07-23

CIK: 0001163739

SIC: 1381 (DRILLING OIL & GAS WELLS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

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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 23, 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 1.01 Entry into a Material Definitive

Agreement.

On July 23, 2026, Nabors Industries, Inc. (“Nabors

Delaware”), a wholly owned subsidiary of Nabors Industries Ltd. (the “Company”), and the Company entered into a waiver

dated as of the date hereof (the “Waiver”) by and among themselves, Citibank, N.A., as administrative agent and the lenders

party thereto, to the amended and restated credit agreement, dated June 17, 2024, among Nabors Delaware, the Company, the other guarantors

from time to time party thereto, the revolving lenders, the letter of credit facility participants, the issuing banks and other lenders

party thereto and Citibank, N.A., as administrative agent (as amended, restated, supplemented or otherwise modified prior to the date

hereof, the “A&R Credit Agreement”).

The Waiver waives any restrictions imposed by

the A&R Credit Agreement on the ability of Nabors Delaware to optionally redeem up to $100.0 million in aggregate principal amount

of Nabors Delaware’s 9.125% senior priority guaranteed notes due 2030 (the “Partial Redemption”). The Partial Redemption

is expected to take place on August 12, 2026.

A copy of the Waiver, which is filed as an exhibit

to this Form 8-K as Exhibit 10.1, is incorporated herein by reference and should be read in its entirety for a complete description of

its provisions. The summary in this report is qualified in its entirety by the text of such provisions.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this

Current Report on Form 8-K is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Waiver

to A&R Credit Agreement, dated as of July 23, 2026, among Nabors Industries, Inc., as Borrower, Nabors Industries Ltd., as Holdings,

Citibank, N.A., as Administrative Agent, and the lenders party thereto.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 29, 2026

By:

/s/

Mark D. Andrews

Name: Mark D. Andrews

Title: Vice President &

Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2621313d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

WAIVER TO THE CREDIT AGREEMENT

WAIVER TO THE CREDIT AGREEMENT,

dated as of July 23, 2026 (this “Waiver”), by and among NABORS INDUSTRIES, INC.,

a Delaware corporation (“Borrower”), NABORS INDUSTRIES LTD., a Bermuda exempted company (“Holdings”),

the Lenders party hereto (constituting the Required Lenders), and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative

Agent”).

W I T N E S S E T H:

WHEREAS, Borrower, Holdings

and the Administrative Agent, inter alios, entered into that certain Amended and Restated Credit Agreement dated as of June 17,

2024 (as amended, restated, amended and restated, modified or supplemented from time to time, the “Credit Agreement”)

by and among the Borrower, Holdings, the other Guarantors from time to time party thereto, the Lenders party thereto, the Issuing Banks

party thereto and the Administrative Agent;

WHEREAS, the Borrower and/or

certain of its Subsidiaries intend to redeem up to $100.0 million in aggregate principal amount of Borrower’s 9.125% senior priority

guaranteed notes due 2030 (the “Partial Redemption”);

WHEREAS, the Borrower has requested

that the Lenders waive any limitations imposed by the Credit Agreement on the ability to effect the Partial Redemption, including those

limitations imposed by Section 6.07, restricting repayments of certain other debt of Borrower, Holdings and their respective subsidiaries;

and

WHEREAS, the Administrative

Agent and the Lenders party hereto (constituting the Required Lenders) are willing to waive such provisions as set forth herein under

the terms and conditions stated herein;

NOW THEREFORE, in consideration

of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

1.             Definitions.

Unless otherwise defined herein, capitalized terms defined in the Credit Agreement have the same meanings when used in this Waiver.

2.             Waiver.

Effective as of the Waiver Effective Date (as defined below) and subject to the other terms and conditions of this Waiver, the Lenders

constituting Required Lenders hereby waive any limitations imposed by the Credit Agreement on the ability of the Borrower and Holdings

to effect the Partial Redemption (the “Specified Waiver”). The Specified Waiver shall not otherwise modify or affect

the Loan Parties’ obligations to comply fully with the terms of the Credit Agreement or any other Loan Document, or any other duty,

term, condition or covenant contained in the Credit Agreement or any other Loan Document, and is limited solely to the matters set forth

in this Section 2. For the avoidance of doubt, the Partial Redemption shall not utilize or be deemed to utilize the Borrower’s

capacity to make Restricted Payments pursuant to Section 6.07(c) of the Credit Agreement or any other provision of the Credit

Agreement. Other than the Specified Waiver and as set forth in this Section 2, nothing contained in this Waiver shall be

deemed to constitute a waiver of any other obligations of the Loan Parties or any other rights or remedies the Administrative Agent or

any Lender may have under the Credit Agreement or any other Loan Documents or under applicable law.

3.             Effectiveness.

This Waiver shall become effective as of the date (the “Waiver Effective Date”) on which the following conditions

have been satisfied or waived:

(a)            the

Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature

of each existing Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative

Agent and (iii) a duly executed and completed counterpart hereof that bears the signature of the Lenders constituting the Required

Lenders;

(b)            the

Administrative Agent shall have received reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no

later than one Business Day prior to the Waiver Effective Date) in connection with this Waiver;

of the representations and warranties set forth in Section 3 of the Credit Agreement and in the other Loan Documents shall be true

and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects)

on and as of the Waiver Effective Date with the same effect as though made on and as of the Waiver Effective Date (except to the extent

such representation and warranty speaks to an earlier date, in which case such representation and warranty shall be true and correct

in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and

as of such earlier date); and

(d)            no

Event of Default or Default shall have occurred and be continuing both before and after giving effect to this Waiver.

4.             Representations

and Warranties. Borrower represents and warrants to the Administrative Agent that as of the Waiver Effective Date:

(a)            Each

of the representations and warranties set forth in Section 3 of the Credit Agreement and in the other Loan Documents are true and

correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects)

on and as of the Waiver Effective Date with the same effect as though made on and as of the Waiver Effective Date (except to the extent

such representation and warranty speaks to an earlier date, in which case such representation and warranty shall be true and correct

in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and

as of such earlier date).

(b)            No

Default or Event of Default shall have occurred and be continuing both before and after giving effect to this Waiver.

5.             Effect

of Waiver.

Except as expressly set forth

herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies

of the Lenders and the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend

or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or of any other

Loan Document, all of which are hereby ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein

shall be deemed to entitle Borrower to a consent to, or a waiver (other than the Specified Waiver), amendment, modification or other

change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document

in similar or different circumstances.

Each of Borrower and Holdings,

on behalf of itself and the other Loan Parties, hereby (a) acknowledges and consents to this Waiver; (b) ratifies and confirms

all of the obligations and liabilities of each Loan Party under the Loan Documents to which such Loan Party is a party and ratifies and

confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to,

and continue to guarantee and secure, as applicable, the obligations of Borrower under the Credit Agreement, as modified by this Waiver;

and (c) acknowledges and confirms that the liens and security interests granted by each Loan Party pursuant to the Security Documents

to which such Loan Party is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the

Security Documents to which such Loan Party is a party) liens and security interests in the Collateral (subject only to Liens permitted

under the Loan Documents) that secure all of such Loan Party’s obligations under the Loan Documents to which it is a party to the

same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected

under the Security Documents to which it is a party) immediately prior to giving effect to the execution and delivery of this Waiver.

On and after the Waiver Effective

Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”,

or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit

Agreement as modified hereby.

This Waiver shall constitute

a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

6.             GOVERNING

LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED

BY THE LAWS OF THE STATE OF NEW YORK.

7.             Incorporation

by Reference. The parties hereto acknowledge and agree that Sections 10.07, 10.10, 10.11 and 10.13 of the Credit Agreement are incorporated

herein by reference mutatis mutandis.

8.             Counterparts.

This Waiver may be executed by one or more of the parties to this Waiver on any number of separate counterparts, and all of said counterparts

taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Waiver

by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart

hereof.

9.             Electronic

Execution. The words “execution”, “signed”, “signature” and words of like import in this Waiver

shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal

effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may

be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce

Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions

Act.

10.           Entire

Agreement. This Waiver embodies the entire agreement and understanding among the parties hereto with respect to the subject matter

hereof and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the

subject matter hereof.

11.           Severability.

Any provision of this Waiver held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining

provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any

other jurisdiction.

12.            Headings.

The headings of this Waiver are used for convenience of reference only, are not part of this Waiver and shall not affect the construction

of, or be taken into consideration in interpreting, this Waiver.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties

hereto have caused this Waiver to be duly executed and delivered by their respective duly authorized officers as of the day and year

first above written.

NABORS INDUSTRIES, INC.,

as Borrower

By:

/s/Bob

(Popin) Su

Name:

Bob (Popin) Su

Title:

Vice President &

Treasurer

NABORS INDUSTRIES LTD.,

as Holdings

By:

/s/

Mark D. Andrews

Name:

Mark D. Andrews

Title:

Corporate Secretary

[Signature Page to Waiver to Credit Agreement]

CITIBANK, N.A.,

as Administrative Agent

By:

/s/

Maureen Maroney

Name:

Maureen Maroney

Title:

Vice President

BOKF NA,

dba Bank

of Texas,

as a Lender

By:

/s/ Conor Raleigh

Name:

Conor Raleigh

Title:

Bank Officer

Wells Fargo

Bank, N.A.,

as a Lender

By:

/s/

Michael Janak

Name:

Michael Janak

Title:

Managing Director

Morgan Stanley

Senior Funding, Inc.,

as a Lender

By:

/s/

Aaron McLean

Name:

Aaron McLean

Title:

Vice President

HSBC BANK

USA, N.A.,

as a Lender

By:

/s/

Alberto Caudillo

Name:

Alberto Caudillo

Title:

Director

[Signature Page to Waiver to Credit Agreement]

Goldman Sachs

Bank USA,

as a Lender

By:

/s/

Elizabeth Tosin

Name:

Elizabeth Tosin

Title:

Authorized Signatory

[Signature Page to Waiver to Credit Agreement]

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