Form 4: Nabors CEO Petrello Reports Significant Stock Transactions

Nabors Industries CEO Anthony G. Petrello reported a series of stock transactions including share donations, forfeitures, and vesting of performance-based awards.

Summary

• Anthony G. Petrello, Chairman, President & CEO of Nabors Industries Ltd., reported multiple transactions involving company common stock and derivative securities.
• Petrello donated 18,000 shares of common stock to a charitable foundation on December 31, 2025.
• He forfeited 17,843 Total Shareholder Return (TSR) shares on December 31, 2025, from a 2023 grant, due to the company's relative TSR performance against a peer group.
• On January 1, 2026, a total of 54,514 shares vested from various performance restricted stock unit grants (5,016 from 2023, 13,980 from 2024, 19,098 from 2025, and 16,420 from 2023 Long Term PSUs).
• To cover tax withholdings on these vested shares, Petrello surrendered a total of 21,631 shares (1,974, 5,502, 7,693, and 6,462 shares respectively) at a price of $54.3 per share.
• He retained a net total of 32,883 vested performance shares after tax withholdings.
• A new award of 48,621 TSR shares was granted on January 1, 2026, which will vest based on the company's relative TSR performance over a three-year period ending December 31, 2028, representing the maximum potential shares.
• Petrello also received an award of 57,293 Performance restricted stock units for 2025, earned at 191.78% of target due to objective achievement, which will vest in three equal annual installments starting January 1, 2026. An additional 52,578 performance restricted stock units were settled in cash.
• He continues to hold 4,470 direct and 170,649 indirect 2021 Warrants with an exercise price of $166.6666 and an expiration date of June 11, 2026.

Sentiment

Score: 7

Explanation: The filing indicates a mix of positive performance-based vesting and a negative forfeiture of TSR shares. The high achievement rate for 2025 PSUs and ROIC-based vesting are positive, while the TSR forfeiture is a negative. Overall, the significant vesting and new awards suggest ongoing executive alignment with company performance, leaning slightly positive due to the high achievement on some metrics.

Positives

• Significant vesting of performance-based restricted stock units (PSUs) indicates achievement of company objectives and performance criteria.
• The 2025 Performance restricted stock units were earned at 191.78% of the target number, reflecting strong achievement of objectives.
• The 2023 Long Term Performance restricted stock units vested due to the achievement of certain Return on Invested Capital (ROIC) performance criteria.

Negatives

• Forfeiture of 17,843 Total Shareholder Return (TSR) shares from a 2023 grant, indicating that the company's relative TSR performance did not meet the required threshold for those specific shares.

Risks

• The new award of 48,621 TSR shares for the 2026-2028 performance period is not guaranteed to vest, with the actual number of shares potentially ranging from zero to the maximum stated amount, depending on future relative total shareholder return.

Future Outlook

A new award of 48,621 Total Shareholder Return (TSR) shares has been granted, which will vest at the end of a three-year performance period from January 1, 2026, to December 31, 2028, based on the Issuer's relative total shareholder return compared to a peer group. The number of shares reported represents the maximum that may be earned, with actual vesting potentially ranging from zero to this amount.

Management Comments

• "Mr. Petrello disclaims beneficial ownership of the shares held by the charitable foundation."
• "The number of shares reported represents the maximum that may be earned, which is 200% of the target number. No number of shares is guaranteed to vest and the actual number of shares that will vest at the end of the performance period may be anywhere from zero to the amount stated." (Referring to the new TSR award)
• "191.78% of the target number of performance restricted stock units granted pursuant to the terms of Mr. Petrello's employment agreement were determined to have been earned." (Referring to 2025 PSUs)

Industry Context

This Form 4 filing details routine executive compensation and insider transactions, which are common in publicly traded companies across all industries. The performance-based awards, tied to metrics like Total Shareholder Return (TSR) and Return on Invested Capital (ROIC), reflect standard practices in executive incentive plans designed to align management interests with shareholder value creation in the energy services sector.

Comparison to Industry Standards

• The use of performance-based restricted stock units (PSUs) tied to Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) is a common practice in executive compensation across the energy industry and broader corporate landscape, similar to peers like Schlumberger (SLB) or Halliburton (HAL) which also utilize performance metrics for long-term incentives.
• The forfeiture of 17,843 TSR shares due to underperformance against a peer group highlights the rigorous nature of some incentive plans, demonstrating that awards are genuinely contingent on relative performance, a standard seen in well-governed companies.
• The achievement of 191.78% of target for 2025 Performance Share Units suggests strong internal operational and strategic goal attainment, which can be benchmarked against similar performance metrics reported by executives at comparable oilfield services companies.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards aligns executive incentives with shareholder value. The forfeiture of TSR shares demonstrates that executive compensation is genuinely tied to performance, which can be viewed positively by shareholders. The donation of shares by the CEO reduces his direct beneficial ownership but is a personal philanthropic act.

Next Steps

• The newly awarded 48,621 TSR shares will be subject to a three-year performance period ending December 31, 2028, with actual vesting determined at that time based on relative total shareholder return.
• The 57,293 Performance restricted stock units earned for 2025 are scheduled to vest in three equal annual installments beginning on January 1, 2026.

Key Dates

Recommendation

This Form 4 primarily details routine executive compensation activities, including the vesting of performance-based awards and tax-related share surrenders, alongside a new performance share grant. While there was a forfeiture of some TSR shares, other performance units vested at a high rate, indicating mixed but generally expected outcomes for executive incentives. There are no significant new strategic insights, financial performance updates, or material changes in the company's outlook that would warrant a change in investment recommendation based solely on this filing. Investors should continue to hold and monitor broader company performance and market conditions.

Keywords

Nabors Industries, NBR, SEC Form 4, Insider Trading, Stock Transactions, Performance Shares, Restricted Stock Units, Executive Compensation, Share Forfeiture, Share Vesting, Total Shareholder Return, ROIC