📑 What This Document Is 📂

This document is a Proxy Statement (Form DEF 14A), which is mandatory filing that tells shareholders exactly what decisions and proposals they will be voting on at the company’s Annual Meeting of Shareholders. Proxy statements are essentially the shareholder’s guide for governance, detailing who is on the Board, how they were compensated, and what the company plans to do next.

The purpose is to give shareholders comprehensive information—and sometimes, a lot of information!—so they can vote intelligently on the Company's leadership, financial oversight, and future direction.

👉 Key Takeaway: This isn't a report on past earnings; it's a roadmap of the corporate rules and key decisions you, as a shareholder, will be asked to approve in 2026.

🏢 What Nabors Industries Does 🌐

Nabors Industries is a global energy services provider. In simple terms, they support the oil and gas industry by providing essential equipment, services, and advanced technology for drilling and extraction operations. They operate in a highly complex, global market that requires continuous technological improvement and safety focus.

The company has an expanding global footprint and utilizes differentiated technology, such as their Nabors Drilling Solutions platform and Canrig equipment, to improve drilling efficiency and safety for their customers.

👉 Why it matters: Nabors is not just selling equipment; it is selling solutions to major international energy companies, making its revenue stream dependent on global energy demand cycles and technological advancements.

📅 Annual Meeting & Key Voting Proposals 🗳️

The company has scheduled its Annual Meeting of Shareholders for Tuesday, June 2, 2026, at 10:00 a.m. Central Time at the offices of Nabors Corporate Services, Inc.

The shareholders will vote on several key issues, each determining who runs the company and how decisions are made:

• Election of Directors: Shareholders elect eight Directors for a one-year term, who collectively oversee the company's management.
• Independent Auditor: Approving PricewaterhouseCoopers LLP (PwC) as the independent auditor for the year ending December 31, 2026.
• Compensation: Voting (on an advisory basis) on the compensation paid to the company's named executive officers.
• Stock Plan Amendment: Approving Amendment No. 5 to the Company’s Amended and Restated 2016 Stock Plan, which dictates how executive pay is structured.

👉 Action Item: Shareholders can vote online at www.proxyvote.com or by mail. Shares must be held by the shareholder of record at the close of business on April 2, 2026.

🗣️ Board Oversight & Governance Structure 🛡️

The Board of Directors is the ultimate representative of the shareholders. This section outlines the core structure of oversight, showing that the Board has divided its massive workload into several specialized committees.

The Board structure is highly detailed, emphasizing accountability and expertise. Key roles include:

• Independent Lead Director: John Yearwood, who has a defined role in leading shareholder communications and providing input to the Board.
• Committees: The Board has six committees, each with defined responsibilities (e.g., Audit, Compensation, Risk Oversight, Technology & Safety, etc.).

👉 Why it matters: This layered committee system (like having separate experts for finance, safety, and risk) is a sign of mature corporate governance, designed to prevent one person or committee from having too much power and ensuring multiple eyes review major risks.

🧠 Risk and Compliance Oversight 🚨

Managing risk is central to modern corporate governance, especially in a volatile industry like energy. The Board delegates specific duties to committees to ensure every type of risk is tracked.

• Risk Oversight Committee (Chair: Anthony R. Chase): This committee is responsible for monitoring major enterprise risks, including geopolitical, operational, and regulatory threats. They receive reports from other committees to get a full view of the company’s vulnerability.
• Technology & Safety Committee (Chair: James R. Crane): This focuses specifically on physical safety and digital threats. They review the company’s safety performance, manage intellectual property, and coordinate on cybersecurity risks.
• Cybersecurity Protocol: The Board emphasizes cybersecurity by leveraging the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0). The company reports that it has not experienced a material cybersecurity breach in the last three years.
• Internal Reporting: There are clear procedures for anyone (employee, shareholder, etc.) to report concerns about the Company’s conduct or accounting, ensuring transparency.

🌱 Stakeholder Focus: ESG and Accountability ✨

Nabors reports extensive efforts to demonstrate its commitment to Environmental, Social, and Governance (ESG) factors. This section details how they respond to shareholder concerns regarding sustainability and governance.

• Governance Committee Change: The company renamed the ESG Committee to the Governance and Nominating Committee to better reflect its full responsibilities in corporate governance and board composition.
• Shareholder Responsiveness: The Board explicitly tracks feedback from shareholders, responding to requests to enhance transparency in ESG reporting and governance practices.
• Sustainability Achievements: Key milestones include obtaining independent third-party assurance for Scope 1, Scope 2, and limited Scope 3 emissions, which adds credibility to their environmental claims.
• Safety Performance: The company reported a Total Recordable Incident Rate of 0.42, which was unchanged from 2024.

👉 Insight: By actively responding to shareholder calls for change (like strengthening succession planning or eliminating single-trigger employment clauses), Nabors is signaling that it is attuned to modern investor demands for corporate responsibility.

💼 Executive Compensation & Pay Structure 💰

This section details how the company compensates its leaders. Since compensation is a major point of focus for investors, the Board used its compensation committee to provide deep rationale.

• Compensation Goal: The guiding principle is to align executive interests with shareholder interests. The compensation is tied heavily to performance and long-term value creation.
• Performance Focus: The pay structure is built around multi-year performance goals and Total Shareholder Return (TSR) shares. This means executives are rewarded not just for showing up, but for achieving measurable, positive company results over time.
• Transparency: The filing contains detailed tables, such as the Director Compensation Table, showing the 2025 total compensation for key non-employee directors (e.g., John Yearwood received a total of $510,452).
• Board Discipline: The compensation committee emphasizes that "Nabors Leads Peers in Compensation Tied to Performance," demonstrating a commitment to financial accountability.

📝 Governance Details and Director Commitments 🧑‍⚖️

This is the deep-dive section covering the formal rules of the board. It reassures shareholders about the rules governing leadership and transactions.

• Compliance: The company affirms that all Directors and executive officers are required to file reports of share ownership and changes (Section 16(a)), noting only minor administrative delays for two individuals (Miguel Rodriguez and William Restrepo) were identified in 2025.
• Related-Party Transactions: The Board maintains a written policy that all related-party transactions must be reviewed and approved by the independent Governance and Nominating Committee. For example, the transactions with Mr. Crane's CCG companies were approved as immaterial and at "arm's length," maintaining Director independence.
• Director Tenure: The Board confirmed it does not impose limits on Director tenure, stating that experienced members provide valuable "institutional knowledge." Notably, the Board elected to waive the guideline for Mr. John Kotts, who turned 75 this year, citing his deep industry experience.
• Director Share Ownership: The required guideline dictates that each Director must own company shares valued at at least five times their annual cash retainer, ensuring Directors have a vested, financial stake in the company's success.

🚀 Strategic Outlook and Financial Direction 📈

Looking forward, management and the Board maintain a clear, disciplined focus on capital allocation and growth.

• Overarching Strategy: The priority is to "strengthen our balance sheet, expand free cash flow generation, and further scale our technology and services portfolio."
• Capital Discipline: The Board emphasizes "disciplined capital allocation," meaning they will be strategic and careful about where they spend money. Proceeds from the divestiture of Parker’s Quail Tools business were specifically used to "reduce outstanding debt," improving financial flexibility.
• International Markets: International markets remain a key driver, citing the SANAD joint venture with Saudi Aramco in the Kingdom of Saudi Arabia as a major contributor to future earnings and cash flow.
• Executive Commentary: Anthony G. Petrello, CEO, concluded by stating, "With our expanding global footprint, differentiated technology portfolio, and the dedication of our talented employees worldwide, we believe the Company is well positioned to deliver long-term value for our customers and our shareholders."

📞 Resources and Next Steps 📍

For more information and to submit voting instructions, shareholders should refer to the following details:

• Annual Meeting: June 2, 2026, 10:00 a.m. Central Time.
• Voting Portal: www.proxyvote.com
• Voting by Mail: Sign, date, and return the proxy card/voting instruction form.
• Voting by Phone: 1-800-690-6903
• Board Contact (General): Nabors Industries Ltd., c/o: Corporate Secretary. For general shareholder communications, email [email protected].

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🧠 The Analogy 🏞️

Think of the Board of Directors and this Proxy Statement like the constitution and operational manual for a massive, complicated ship (Nabors). Instead of just listing rules, the Board meticulously updates the manual to show which captains are in charge, how they are paid (and if the pay reflects good sailing), what major risks they face (like typhoons or changing global winds), and which vital departments (like Finance or Engineering) are responsible for keeping everything running smoothly. It’s less about the day-to-day sailing and more about ensuring the ship has the right rules, the right crew, and the right compass to handle decades of changing oceans.

🧩 Final Takeaway 🎯

Nabors is a stable, mature company emphasizing governance and capital discipline. The proxy statement confirms that the Board is actively engaging with shareholders, focusing its strategy on international growth and technological leadership while making sure executive pay is directly tied to long-term performance.