10-K: Noble Corp. Navigates Market Shifts, Reports $3.3B Revenue
Annual Report
Noble Corporation plc reported $3.3 billion in operating revenues for 2025, alongside a net income of $216.7 million, while strategically divesting six jackup rigs and managing a $7.0 billion contract backlog.
Summary
- Operating revenues totaled $3.3 billion for the year ended December 31, 2025, an increase from $3.1 billion in 2024.
- Net income for 2025 was $216.7 million, or $1.35 per diluted share, a decrease from $448.4 million, or $2.96 per diluted share, in 2024.
- Net cash provided by operating activities increased to $951.7 million in 2025 from $655.5 million in 2024.
- The contract drilling services backlog stood at approximately $7.0 billion as of December 31, 2025, with 57% of available days committed for 2026.
- The company's fleet consisted of 31 drilling rigs (25 floaters and 6 jackups) as of February 12, 2026.
- Noble completed the acquisition of Diamond Offshore Drilling, Inc. on September 4, 2024.
- Six jackup rigs were agreed to be sold for an aggregate of $424.0 million, with five sales closed in Q1 2026 and one expected in Q3 2026.
- Impairment charges of $82.7 million were recorded in 2025 for the Noble Globetrotter II, Noble Reacher, and Noble Resolve.
- Average floater dayrates decreased to $402,703 in 2025 from $427,192 in 2024, while average jackup dayrates increased to $185,337 from $153,321.
- Overall rig utilization decreased to 66% in 2025 from 72% in 2024.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this as a mixed report with strong operational cash flow and strategic fleet management, but a notable decline in net income and EPS, coupled with near-term market headwinds and significant impairment charges, indicates underlying challenges.
Positives
- Operating revenues increased to $3.3 billion in 2025 from $3.1 billion in 2024, demonstrating revenue growth.
- Net cash provided by operating activities significantly increased to $951.7 million in 2025 from $655.5 million in 2024, indicating strong operational cash generation.
- A substantial contract drilling services backlog of $7.0 billion as of December 31, 2025, provides significant future revenue visibility and stability.
- The strategic divestment of six jackup rigs for $424.0 million (cash and seller notes) is expected to optimize the fleet and enhance liquidity.
- Average dayrates for jackup rigs increased to $185,337 in 2025 from $153,321 in 2024, reflecting improved market conditions for this rig type.
- No borrowings were outstanding on the $550.0 million 2023 Revolving Credit Facility as of December 31, 2025, indicating healthy liquidity management.
- Shareholders approved a repurchase authorization of up to 23,800,068 Ordinary Shares, expiring May 8, 2030, with approximately $370.0 million remaining under Board authorization, signaling commitment to shareholder returns.
Negatives
- Net income decreased significantly to $216.7 million in 2025 from $448.4 million in 2024, representing a 51.6% decline.
- Diluted earnings per share decreased to $1.35 in 2025 from $2.96 in 2024.
- Overall rig utilization decreased to 66% in 2025 from 72% in 2024, indicating lower operational efficiency.
- Average floater dayrates decreased to $402,703 in 2025 from $427,192 in 2024, reflecting some softening in the floater market.
- The company recorded impairment charges of $82.7 million in 2025 on certain rigs, compared to no impairment charges in 2024.
- Operating income decreased to $415.5 million in 2025 from $603.9 million in 2024, a 31.2% reduction.
- Interest expense increased to $162.4 million in 2025 from $94.2 million in 2024, primarily due to debt assumed in the Diamond Transaction.
- Merger and integration costs, while lower than 2024, still amounted to $26.4 million in 2025.
Risks
- Business depends on the level of activity in the oil and gas industry, which is highly sensitive to oil/gas prices, demand, and regulation.
- The offshore contract drilling industry is highly competitive and cyclical, with intense price competition and potential oversupply of rigs.
- Inability to renew or replace expiring contracts, or customer attempts to terminate, renegotiate, or repudiate drilling contracts.
- Contracts with national oil companies may expose the company to greater commercial, political, and operational risks.
- The current backlog of contract drilling revenue may not be ultimately realized due to operational breaches, events beyond control, or customer non-performance/renegotiation.
- Substantial dependence on a few key customers (ExxonMobil, Shell plc, BP, TotalEnergies) and geographic areas (US Gulf, Guyana, Suriname, North Sea).
- Numerous operating hazards inherent in offshore drilling, including loss of well control, equipment failures, and adverse weather conditions.
- Unionization efforts, labor interruptions, and labor regulations could have a material adverse effect on operations and increase labor costs.
- Major natural disasters, catastrophic events, acts of war, terrorism, social unrest, pandemics, or similar events could adversely affect the business.
- Risks associated with participation in joint ventures and investments in associates, including potential disagreements or non-performance by partners.
- Exposure to political and governmental risks, foreign currency fluctuations, and limitations on income/capital repatriation in international operating locations.
- Operating and maintenance costs of rigs may be significant and may not correspond proportionally to revenue earned.
- Inflationary factors (labor costs, material costs, tariffs) may adversely affect operating results if dayrates do not sufficiently increase.
- Operational interruptions, maintenance, or repair work may delay commencement of operations or cause customers to suspend or reduce dayrates.
- Difficulty obtaining or maintaining adequate insurance coverage, or insurance policies/contractual indemnity rights not fully protecting against all risks.
- Failure to adequately protect sensitive information, operational technology systems, and critical data from cyber incidents or attacks.
- Failure to attract and retain skilled personnel or an increase in personnel costs.
- Supplier capacity constraints, shortages in parts/equipment, production disruptions, quality issues, or price increases.
- Risks associated with future mergers, acquisitions, dispositions of businesses or assets, or other strategic transactions.
- Increased potential for seasonal weather events in certain operating locations, leading to operational limits, damage, or liabilities.
- Failure to effectively and timely respond to the impact of long-term changes in the energy mix and energy transition trends.
- Substandard performance or nonperformance by third-party suppliers and subcontractors.
- Risks associated with creating and executing new business models, particularly those with different risk profiles or financial schemes.
- Changes in, compliance with, or failure to comply with certain laws and regulations, including environmental, climate change, and international trade laws.
- Violations of anti-bribery, anti-corruption, or anti-fraud laws.
- Subject to investigations, litigation, and claims, including potential climate-related litigation.
- Potential for recording impairment charges on property and equipment, including rigs and related capital spares.
- Restrictive covenants in debt agreements (2023 Revolving Credit Agreement, 2030 Notes, Diamond Second Lien Notes) limiting management's discretion.
- Loss of a major tax dispute or a successful tax challenge to the operating structure, intercompany pricing policies, or taxable presence of subsidiaries.
- Fluctuations in exchange rates and nonconvertibility of currencies could result in losses.
- Concentration of ownership by certain majority shareholders whose interests may not always coincide with other shareholders.
- Uncertainty of future dividends or future share repurchases.
- Structure as a holding company dependent upon cash flows from subsidiaries, joint ventures, and associates to meet obligations.
- Future sales, or the availability for sale, of substantial amounts of Ordinary Shares or the exercise of warrants would have a dilutive effect to shareholders.
Future Outlook
The company is encouraged by the long-term outlook in the ultra-deepwater floater market, anticipating continued customer prioritization towards high-specification floaters. However, the near-term outlook for both floaters and jackups presents lingering utilization headwinds compared to 2023-2024 levels. Economic uncertainty, lower commodity prices due to trade policy and tariffs, and OPEC's stated intent to increase oil production collectively pose potential additional demand risk for offshore rigs in the near term. Inflationary pressures are expected to persist into 2026, leading to increased costs, and supply chain disruptions are anticipated to continue due to geopolitical challenges. Despite these near-term challenges, global energy demand is predicted to increase over the coming decades, and offshore oil and gas are expected to maintain an important role. Capital expenditures for 2026 are estimated to be between $590.0 million and $640.0 million.
Management Comments
- Our business strategy is centered around providing efficient, reliable, and safe offshore drilling services to our customers.
- We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across geographic regions and customers.
- The Company has a track record of industry-leading utilization coupled with a commitment to best-in-class safety performance and customer satisfaction.
- We strive to be the leader in industry innovation and a first-mover in sustainability.
- Although the market outlook in our business varies by geographical region and water depth and, despite recent downward pressure on the price of oil, we remain encouraged by the long-term outlook in the ultra-deepwater floater market.
- Assuming current market fundamentals, continued customer prioritization towards these highest specification floaters could result in lower utilization for our lower specification drillships and our semi-submersibles.
- While we remain encouraged about overall long-term rig demand, as evidenced by recent multi-year, multi-rig contracts that we have booked into backlog, the near-term outlook for both floaters and jackups over the next several quarters continues to present lingering utilization headwinds compared to 2023-2024 levels.
- Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and on the combustion of hydrocarbons to provide reliable and affordable energy.
- Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs both currently and in the future.
- Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand.
- We expect inflationary pressures to persist, which has led, and may continue to lead, to increased costs of services.
- Additionally, we expect supply chain disruptions to continue as geopolitical challenges, including those throughout Russia-Ukraine, the Middle East, and Venezuela, and their respective regional and global ramifications, may negatively impact our ability to conduct our day-to-day operations.
Industry Context
StockSavvy.ai notes that Noble Corporation plc operates within a highly competitive and cyclical offshore drilling industry, where demand is closely tied to volatile oil and gas prices and global macroeconomic conditions. The company's focus on high-specification floaters aligns with a broader industry trend of customer prioritization towards advanced drilling units, although this may pressure utilization for lower-spec rigs. The industry is also navigating the energy transition, with Noble acknowledging the challenge while emphasizing the continued global dependence on hydrocarbons and the attractiveness of low-cost, low-emission offshore barrels. The recent moderation in global rig demand and dayrates since 2023-2024 highs, coupled with persistent inflationary pressures and supply chain disruptions, reflects a cautious near-term outlook for the sector, despite long-term optimism for ultra-deepwater.
Comparison to Industry Standards
- Noble's fleet of 31 drilling rigs (25 floaters, 6 jackups) is described as 'one of the youngest and highest specification fleets of global scale in the industry,' suggesting a competitive advantage in technology and capability compared to older, less advanced fleets common in the broader market.
- The company highlights a 'track record of industry-leading utilization,' implying performance superior to many competitors, especially during periods of market volatility.
- Noble's focus on the 'ultra-deepwater floater market and ultra-harsh environment jackup market' positions it in segments that typically command higher dayrates and require more advanced technology than mid-water or standard jackup markets, aligning with a strategy to target premium segments.
- The filing mentions that 'global rig demand recovered to eclipse pre-pandemic levels, albeit with a steady downtrend since 2022 post-pandemic highs,' and 'dayrates have decreased moderately since recent highs during 2023 and 2024.' This trend is consistent with broader industry observations where the initial post-pandemic recovery has softened, impacting all players.
- The 'diminished materially' incoming supply of newbuild offshore drilling rigs, with 'very few newbuild rigs now remaining stranded in shipyards,' indicates a healthier supply-demand balance compared to previous cycles, benefiting companies like Noble with modern fleets.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President and Chief Executive Officer | NA | Robert W. Eifler | December 12, 2025 | Adopted a written plan for the sale of 150,000 Ordinary Shares under Rule 10b5-1(c), commencing March 18, 2026. |
| Executive Vice President and Chief Financial Officer | NA | Richard B. Barker | December 12, 2025 | Adopted a written plan for the sale of 150,000 Ordinary Shares under Rule 10b5-1(c), commencing March 18, 2026. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholder Authorization | Shareholders authorized the directors to allot equity securities for cash up to a maximum nominal amount of US$317.54, disapplying statutory pre-emptive rights, for a period ending on the earlier of the 2026 annual general meeting and 15 months after the resolution date. | May 8, 2025 | Provides flexibility for the company to raise capital through equity offerings without offering shares proportionally to existing shareholders, potentially streamlining future financing activities. |
| Share Repurchase Authorization | Shareholders approved the repurchase of up to 23,800,068 Ordinary Shares, with the authorization expiring on May 8, 2030. | May 8, 2025 | Allows the company to return capital to shareholders and potentially enhance shareholder value through share buybacks, subject to market conditions and distributable reserves. |
| Board Share Repurchase Authorization | The Board of Directors authorized an increased share repurchase authorization of up to an additional $400.0 million, with approximately $370.0 million remaining. | October 22, 2024 | Provides management with ongoing flexibility to execute share repurchases, complementing the shareholder-approved program and supporting capital allocation strategies. |
| Long-Term Incentive Plan Amendment | The Noble Corporation plc 2022 Long-Term Incentive Plan was amended to increase the maximum number of shares that may be issued to 10,688,623 Ordinary Shares. | May 21, 2024 | Expands the pool of shares available for equity-based compensation, enabling the company to attract, retain, and motivate key employees and directors. |
| Cyber Security Oversight | The Audit Committee of the Board provides oversight of the company's cyber security program, with the Information Security Team reporting to the Chief Information Officer (CIO). | Ongoing | Ensures robust governance and management of cyber security risks, aligning with increasing regulatory and investor scrutiny on data protection and operational resilience. |
| 401(k) Plan Amendment | The Noble Services Company LLC 401(k) Plan was amended to remove the profit-sharing portion. | January 1, 2025 | Streamlines the employee retirement savings plan by focusing solely on 401(k) contributions, potentially simplifying administration and benefit structure. |
Legal Proceedings
- Audit claims of approximately $351.4 million at December 31, 2025, primarily related to income and other business taxes in Brazil, remain outstanding and are under continued objection by Noble.
- The company is a defendant in other claims and litigation arising in the ordinary course of business, including personal injury claims, which management does not expect to have a material adverse effect on financial position, results of operations, or cash flows.
- There is a potential for increased climate-related litigation against oil and gas companies, which could indirectly impact offshore drillers and the demand for their services.
Related Party Transactions
- Noble recognized a net benefit of approximately $3.5 million in 2025 from tax contribution payments from A.P. Møller Holding A/S (APMH) related to a joint taxation scheme in Denmark prior to the Maersk Drilling merger. In 2024, an expense of $4.0 million was recorded for a tax contribution repayment to APMH under this arrangement.
Stakeholder Impact
- **Shareholders**: Impacted by a significant decrease in net income and diluted EPS, but supported by strong operating cash flows, ongoing dividend payments ($0.50 per share declared), and active share repurchase authorizations. Potential for dilution exists from warrant exercises and future equity sales.
- **Employees**: Affected by potential layoffs during periods of reduced demand, but benefit from the company's commitment to health, safety, and environmental (HSE) performance, ongoing training programs, and equity-based compensation plans. Certain employees are represented by labor unions, subject to periodic renegotiation of collective bargaining agreements.
- **Customers**: Benefit from Noble's high-specification, modern fleet and commitment to safety and innovation. However, during depressed market conditions, customers may seek to renegotiate contracts or impose more risk on the company.
- **Suppliers/Subcontractors**: The company's reliance on third-party suppliers exposes it to risks related to the quality, price, and availability of parts, equipment, and services, as well as potential for substandard performance or nonperformance.
- **Creditors**: The company's debt obligations are secured by company assets, and it maintains compliance with financial covenants in its credit agreements, providing a level of security. However, restrictive covenants limit management's discretion in certain financial and operational matters.
Next Steps
- Closing of the sale of the Noble Resolve jackup rig is expected in the third quarter of 2026.
- An interim quarterly cash dividend of $0.50 per share will be paid on March 19, 2026, to shareholders of record on March 4, 2026.
- Robert Eifler, President and CEO, and Richard Barker, EVP and CFO, will commence their Rule 10b5-1 plans for share sales on March 18, 2026.
- Capital expenditures for 2026 are estimated to range between $590.0 million and $640.0 million.
- The company will reassess the amount of deferred tax assets that are realizable as new drilling contracts are executed.
- Noble will continue to monitor and evaluate funding options for its pension plans based upon market conditions.
Key Dates
| Date | Description |
|---|---|
| February 5, 2021 | Date from which three and a half years elapsed for the Tranche 1 and Tranche 2 Warrant Mandatory Exercise Condition. |
| September 30, 2022 | Date of the new Tranche 1 and Tranche 2 Warrant Agreements. |
| October 3, 2022 | Noble guaranteed the DNB Credit Facility; Business Combination with Maersk Drilling closed. |
| December 22, 2022 | DNB Credit Facility terminated and replaced with the New DNB Credit Facility. |
| February 23, 2023 | DSF Credit Facility repaid in full and terminated. |
| April 1, 2023 | UK statutory tax rate increased to 25%. |
| April 18, 2023 | Noble Finance II issued $600.0 million 8.000% Senior Notes due 2030; New DNB Credit Facility repaid; 2023 Revolving Credit Agreement amended and restated. |
| August 2, 2023 | Effective date for certain Time-Vested and Performance-Vested Restricted Stock Unit Awards. |
| August 2023 | Favorable customer contracts from Chapter 11 fully amortized. |
| September 21, 2023 | Diamond Foreign Asset Company and Diamond Finance, LLC issued $550.0 million 8.500% Senior Secured Second Lien Notes due October 2030. |
| October 15, 2023 | First interest payment date for 8.000% Senior Notes due 2030. |
| December 31, 2023 | Fiscal year end. |
| January 26, 2024 | Grant date for certain market-based awards. |
| April 1, 2024 | First Amendment to the Noble Corporation plc 2022 Long-Term Incentive Plan became effective. |
| June 9, 2024 | Noble entered into the Diamond Merger Agreement. |
| June 24, 2024 | First Amendment to the Amended and Restated Senior Secured Revolving Credit Agreement. |
| September 4, 2024 | Noble completed its acquisition of Diamond Offshore Drilling, Inc.; Noble issued 24.2 million Ordinary Shares to former Diamond shareholders; Diamond's $300.0 million senior secured revolving credit facility terminated. |
| October 22, 2024 | Noble's Board of Directors authorized an increased share repurchase authorization of up to an additional $400.0 million. |
| November 2, 2022 | Share repurchase plan announced. |
| November 6, 2024 | Company assumed the remaining shares available for issuance under the Diamond LTIP. |
| December 4, 2024 | Warrants assumed from Diamond are no longer exercisable and have expired. |
| December 31, 2024 | Fiscal year end. |
| March 2025 | Favorable customer contracts from the Business Combination with Maersk Drilling were fully amortized. |
| May 8, 2025 | Shareholders authorized directors to allot equity securities for cash up to a maximum nominal amount of US$317.54; Shareholders approved the repurchase of up to 23,800,068 Ordinary Shares. |
| June 2025 | Unfavorable customer contracts from the Business Combination with Maersk Drilling and the Diamond Transaction were fully amortized. |
| July 2, 2025 | Services agreement with a subsidiary of Baker Hughes Company terminated for convenience. |
| July 4, 2025 | The One Big Beautiful Bill Act (OBBBA) was signed into law. |
| August 2025 | Noble announced its intent to dispose of the Noble Globetrotter II. |
| October 27, 2025 | Quarterly dividend of $79.4 million (or $0.50 per share) declared. |
| December 4, 2025 | Record date for the quarterly dividend declared on October 27, 2025. |
| December 8, 2025 | Noble signed definitive agreements to sell six jackup rigs. |
| December 12, 2025 | Robert Eifler and Richard Barker each adopted a written plan for the sale of 150,000 Ordinary Shares. |
| December 16, 2025 | Second Amendment to Amended and Restated Senior Secured Revolving Credit Agreement. |
| December 18, 2025 | Quarterly dividend paid. |
| December 31, 2025 | Fiscal year end. |
| January 1, 2026 | The Noble Services Company LLC 401(k) Plan was amended to remove the profit-sharing portion. |
| January 7, 2026 | Sale of the Noble Regina Allen closed. |
| January 28, 2026 | Sale of the remaining five jackup rigs to Borr Drilling Limited closed. |
| February 4, 2026 | Tranche 3 Warrants were exercisable until this date. |
| February 6, 2026 | Number of Ordinary Shares outstanding: 159,197,398; Tranche 1 Warrants outstanding: 885,902; Tranche 2 Warrants outstanding: 941,557. |
| February 11, 2026 | Noble's Board of Directors declared an interim quarterly cash dividend of $0.50 per share. |
| February 12, 2026 | Date of this Annual Report on Form 10-K filing. |
| March 4, 2026 | Record date for the interim quarterly cash dividend declared on February 11, 2026. |
| March 18, 2026 | Robert Eifler and Richard Barker's Rule 10b5-1 plans for share sales are scheduled to commence. |
| March 19, 2026 | Interim quarterly cash dividend to be paid. |
| Q2 2026 | Expected closing for the sale of the Noble Resolve. |
| 2026 | Capital expenditures are estimated to range between $590.0 million and $640.0 million. |
| February 2, 2027 | End of the Takeover Code transition period for English public limited companies. |
| February 4, 2028 | Tranche 1 and Tranche 2 Warrants are exercisable until this date. |
| April 2028 | Maturity of the 2023 Revolving Credit Facility. |
| February 18, 2029 | End of current contract term for certain rigs under the Commercial Enabling Agreement (CEA) with ExxonMobil. |
| April 15, 2030 | Maturity date for the 8.000% Senior Notes due 2030. |
| May 8, 2030 | Shareholder authorization to repurchase up to 23,800,068 Ordinary Shares expires. |
| October 2030 | Maturity date for the 8.500% Senior Secured Second Lien Notes. |
| December 11, 2026 | Robert Eifler and Richard Barker's Rule 10b5-1 plans for share sales are scheduled to expire. |
| 2030 | Company's aspiration to reduce carbon intensity by 20%. |
| 2036 | Swiss tax benefits related to transition attributes are scheduled to expire. |
| 2027-2032 | Swiss net operating losses are scheduled to expire. |
| 2033-2038 | Luxembourg net operating losses are scheduled to expire, with a portion having no expiration date. |
Recommendation
holdNoble Corporation plc demonstrates a robust operational foundation with strong cash flow from operations and a substantial contract backlog, indicating future revenue visibility. The strategic divestment of non-core assets and a focus on high-specification rigs are positive long-term moves. However, the significant decline in net income and diluted EPS in 2025, coupled with moderate decreases in floater dayrates and overall utilization, and the recognition of impairment charges, signal near-term operational and market challenges. While the long-term outlook for ultra-deepwater remains encouraging, persistent inflationary pressures and geopolitical risks introduce uncertainty. The stock is a 'Hold' as the company navigates these headwinds, balancing its strategic strengths against current profitability pressures and market volatility.
Keywords
Offshore Drilling, Oil and Gas Industry, SEC Filing, 10-K, Drilling Rigs, Floaters, Jackups, Contract Drilling Services, Energy Sector, Financial Performance, Risk Factors, Corporate Governance, Warrants, Share Repurchase, Dividends, Capital Expenditures, Backlog, Diamond Offshore Drilling, Merger and Acquisition, Sustainability, Cyber Security, Taxation, Geopolitical Risks
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