Form 4: Former Nabors CFO's Equity Vesting and Tax Withholding

Sentiment:

Insider Transaction Report


Former Nabors Industries CFO William J. Restrepo reported the vesting of 17,105 performance share units and the disposition of 4,343 shares for tax withholding.

Summary

  • William J. Restrepo, former Chief Financial Officer of Nabors Industries Ltd., reported changes in his beneficial ownership of company securities.
  • On January 1, 2026, 17,105 shares of common stock vested from Performance restricted stock units, which were originally granted on January 1, 2025.
  • These units were earned based on the achievement of 2025 performance objectives, as determined by the Compensation Committee on December 31, 2025.
  • Mr. Restrepo earned 185.78% of the target number of performance restricted stock units, prorated through September 30, 2025, reflecting his qualifying retirement on October 1, 2025.
  • Concurrently, 4,343 shares were surrendered on January 1, 2026, at a price of $54.3 per share to satisfy tax withholding obligations related to the vesting.
  • Mr. Restrepo retained 12,762 vested performance shares after the tax withholding.
  • Following these transactions, Mr. Restrepo's direct beneficial ownership of common stock is 124,091 shares.
  • He also beneficially owns 44,212 2021 Warrants with an exercise price of $166.6666, which are exercisable from June 11, 2021, and expire on June 11, 2026.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation and tax withholding, which are neutral events for the company's operational or financial performance.

Positives

  • The vesting of 17,105 performance restricted stock units indicates the achievement of performance objectives at 185.78% of target, reflecting successful performance during the measurement period.
  • The vesting event aligns with the terms of the former CFO's employment agreement and retirement, representing a planned compensation outcome.

Negatives

  • Disposition of 4,343 shares to cover tax withholding is a standard practice for equity compensation and is not inherently negative for the company or the individual.

Future Outlook

NA

Industry Context

This filing reflects standard executive compensation practices within the energy services industry, where performance-based equity awards are common for retaining and incentivizing key personnel. The vesting of these units upon retirement is a typical component of executive severance or retirement packages.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial OfficerWilliam J. RestrepoNAOctober 1, 2025Qualifying retirement

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Executive Compensation DeterminationThe Compensation Committee determined the achievement of 2025 performance objectives for performance restricted stock units, leading to the vesting of shares.December 31, 2025Ensures executive compensation aligns with pre-defined performance metrics and corporate governance standards, reflecting the company's commitment to performance-based incentives.

Stakeholder Impact

  • Shareholders: Minor, routine impact as these are pre-scheduled equity compensation events for a former executive and do not indicate new operational or financial developments for the company.

Key Dates

DateDescription
06/11/2021Date 2021 Warrants became exercisable.
01/01/2025Original grant date of Performance restricted stock units.
10/01/2025William J. Restrepo's qualifying retirement date as Chief Financial Officer.
12/31/2025Date the Compensation Committee determined the achievement of 2025 performance objectives.
01/01/2026Vesting date of 17,105 performance restricted stock units and date of shares surrendered for tax withholding.
01/05/2026Date the Form 4 was signed by Power of Attorney.
06/11/2026Expiration date of 2021 Warrants.

Keywords

Nabors Industries, NBR, Form 4, insider transaction, equity vesting, executive compensation, stock ownership, performance share units, tax withholding, CFO retirement

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