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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 | ||
Exhibit 99.1
Nabors Appoints David Tudor as a Director
 |
NEWS RELEASE |
HAMILTON, Bermuda, July 25, 2025 /PRNewswire/ - Nabors Industries Ltd. (“Nabors” or the “Company”) (NYSE: NBR) today announced that, effective July 24, 2025, it has expanded its Board to eight members by appointing David J. Tudor to serve on the Board. Mr. Tudor will serve as a member of both the Audit and Risk Oversight Committees of the Board.
Mr. Tudor, age 66, is the Chief Executive Officer and General Manager of Associated Electric Cooperative Inc., a Springfield, Missouri-based electric cooperative generating electricity for more than 2 million member-consumers across Missouri, Oklahoma and Iowa; Mr. Tudor has held this position since 2016. He was the President and Chief Executive Officer of Champion Energy Services, a retail electric provider. Mr. Tudor negotiated and led the sale of Champion to Calpine in 2015. Mr. Tudor served as a director of Western Midstream Partners, LP, Electric Power Research Institute, and America’s Power.
During the past five years, Mr. Tudor has served as a director of the National Renewables Cooperative Organization (since 2016) and of Woodway Energy Infrastructure (since 2021). He currently sits on the board of directors of Cox Health Foundation.
Mr. Tudor has held leadership positions across the energy industry, including ACES Power Marketing, PG&E Energy Trading, and Edisto Resources. Mr. Tudor graduated from Lipscomb University.
Anthony Petrello, Nabors' Chairman, CEO and President, commented, "We are very pleased to have David join the Nabors Board of Directors. With his extensive experience in the energy industry, David brings valuable insights that will enhance our strategic direction. His appointment reflects our continued commitment to adding highly qualified, independent directors with strong backgrounds. David brings a distinct combination of leadership and industry knowledge that can only benefit Nabors and our shareholders."
About Nabors Industries
Nabors Industries (NYSE: NBR) is a leading provider of advanced technology for the energy industry. With presence in more than 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and responsible energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower-carbon world. Learn more about Nabors and its energy technology leadership: www.nabors.com.
|
NEWS RELEASE |
Forward-looking Statements
The information included in this press release includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking statements are subject to a number of risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Nabors' actual results may differ materially from those indicated or implied by such forward-looking statements. The forward-looking statements contained in this press release reflect management's estimates and beliefs as of the date of this press release. Nabors does not undertake to update these forward-looking statements.
Investor Contacts: William C. Conroy, CFA, Vice President of Corporate Development & Investor Relations, +1 281-775-2423 or via e-mail william.conroy@nabors.com, or Kara K. Peak, Director of Corporate Development & Investor Relations, +1 281-775-4954 or via email kara.peak@nabors.com. To request investor materials, contact Nabors' corporate headquarters in Hamilton, Bermuda at +441-292-1510 or via e-mail mark.andrews@nabors.com.