Form 4: Nabors CFO William Restrepo Retires, Vests Equity

Nabors Industries' Chief Financial Officer, William J. Restrepo, retired on September 30, 2025, triggering the full vesting of his unvested equity awards.

Summary

• William J. Restrepo, Chief Financial Officer of Nabors Industries Ltd (NBR), retired on September 30, 2025.
• Upon his qualifying retirement, all unvested Total Shareholder Return (TSR) shares and Performance Stock Units (PSUs) held by Mr. Restrepo vested in full, as per his employment agreement.
• A total of 10,196 TSR shares (granted January 1, 2023), 17,975 TSR shares (granted January 1, 2024), and 24,554 TSR shares (granted January 1, 2025) were deemed earned at maximum and vested.
• Shares were surrendered to satisfy tax withholding on the vested TSR shares: 4,013 shares, 7,074 shares, and 9,662 shares, all at a price of $40.87 per share.
• The remaining vested TSR shares retained by the executive were 6,183, 10,901, and 14,892, respectively.
• 1,075 PSUs (originally granted January 1, 2023) and 11,698 PSUs (originally granted January 1, 2024) vested and converted into common stock.
• Shares were surrendered to satisfy tax withholding on the vested PSUs: 424 shares and 4,604 shares, both at a price of $40.87 per share.
• The remaining vested PSU shares retained by the executive were 651 and 7,094, respectively.
• Following these transactions, Mr. Restrepo beneficially owns 111,329 shares of Common Stock and 44,212 2021 Warrants.

Sentiment

Score: 5

Explanation: The filing is a factual report of an executive's equity transactions upon retirement, which is a neutral event in itself. It does not contain information that would significantly alter the company's perceived value or outlook.

Positives

• The executive's employment agreement provided for full vesting of unvested equity upon a qualifying retirement, ensuring a structured exit and compensation for long-term service.
• The Compensation Committee determined the vesting of TSR shares at maximum, indicating strong performance or favorable terms for the executive's retirement.

Negatives

• The company is losing an experienced Chief Financial Officer, which could lead to a period of transition.

Risks

• No specific risks are detailed in this Form 4 filing beyond the general implications of executive turnover.

Future Outlook

The filing primarily reports past transactions related to an executive's retirement and does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Mr. Restrepo retired on September 30, 2025. Pursuant to the Executive's employment agreement, upon a qualifying retirement, all unvested TSR Shares and Performance Stock Units (PSUs) held by the reporting person vested in full on the retirement date.

Industry Context

This Form 4 filing reflects standard executive compensation practices, where long-term incentive awards like TSR shares and PSUs vest upon specific events such as a qualifying retirement. Such disclosures are common in the oil and gas drilling industry, where executive compensation packages often include significant equity components tied to performance and tenure.

Comparison to Industry Standards

• The structure of equity vesting upon retirement, particularly for long-term incentive awards like TSR shares and PSUs, is a common practice across various industries, including energy services. It aligns executive incentives with long-term shareholder value creation and provides a structured exit package.
• The use of TSR shares and PSUs as performance-based equity awards is a widely adopted compensation strategy, comparable to practices at peers like Helmerich & Payne (HP) or Patterson-UTI Energy (PTEN), which also utilize similar equity incentive plans to retain and motivate key executives.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Will observe the departure of a key executive and the associated equity vesting, which is a standard part of executive compensation.
• Employees: May note the executive transition and the company's adherence to executive compensation agreements.

Next Steps

• The company will likely announce a successor for the Chief Financial Officer role in due course, if not already done.

Key Dates

Keywords

Nabors Industries, NBR, Form 4, Insider Trading, Executive Retirement, Equity Vesting, CFO, William Restrepo, Performance Share Units, TSR Shares, Compensation