Nabors Industries : 2024 Proxy Statement

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Tuesday,

June , 

: a.m. Central Time

Place

The Offices of Nabors Corporate Services, Inc.  W. Greens Road Houston, TX 

Who Can Vote Shareholders of record at the close of business on April , , may only vote at the Annual Meeting or any postponements or adjournments of the Annual Meeting.

How to Cast your Vote

Online www.proxyvote.comand accessible via the QR code below.

By mail

Sign, date and return your proxy card/voting instruction form to vote by mail.

By phone ---

In Person

Owners with shares held through a bank or broker may vote in person at the Annual Meeting if they have a legal proxy from the bank or broker and bring it to the Annual Meeting.

On behalf of the Board of Directors (the "Board") of Nabors Industries Ltd. ("Nabors" or the "Company"), we cordially invite you to attend the Company's meeting of shareholders to be held at the offices of our subsidiary, Nabors Corporate Services, Inc.,  W. Greens Rd., Houston, Texas,  on June , , at : A.M. CDT (the "Annual Meeting"), for the following purposes:

			For
		Board Vote	Further
Proposals	Recommendation	Details
 Election of seven directors for one-year term	"FOR" each director	Page 
		nominee
 Approval and appointment of	"FOR"	Page 
	PricewaterhouseCoopers LLP as the
	Company's independent auditor for the year
	ending December , , and
	authorization for the Audit Committee of the
	Board to set the independent auditor's
	remuneration
 Approval, on a non-binding, advisory basis, of	"FOR"	Page 
	the compensation paid by the Company to its
	named executive officers as disclosed in this
	Proxy Statement
 Approval of Amendment No.  to the	"FOR"	Page 
	Company's Amended and Restated 
	Stock Plan

Consider and transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Company's annual audited financial statements for the year ended December ,  will be presented at the Annual Meeting. For information regarding the Company's  financial performance, please read our  Annual Report.

Further information regarding the Annual Meeting and the above proposals is set forth in the accompanying Proxy Statement. The proposal summaries above do not contain all the information that you should consider before voting. We encourage you to read the entire Proxy Statement.

We are mailing a Notice of Internet Availability of Proxy Materials (the "Notice") on or about Thursday, April , . Shareholders who have requested a paper copy of the Proxy Statement and the Company's  Annual Report will receive those documents. The Notice contains instructions on how to access the proxy materials, vote online and obtain a paper copy of the proxy materials.

The Notice and proxy materials are first being made available to our shareholders on or about April , .

For the Board of Directors,

Mark D. Andrews

Corporate Secretary

April , 

TABLE OF CONTENTS

NOTICE OF  ANNUAL MEETING OF

SHAREHOLDERS

LETTERS FROM LEADERSHIP	
PROACTIVE SHAREHOLDER ENGAGEMENT	
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	
ESG Committee Responsiveness Over the Years	
Our Commitment to Sustainability	
ESG Oversight and Structure	
Our Commitment to Our People	
Our Commitment to Governance Best Practices	
Overview of Key Governance Topics	
Key Committee Responsibilities	
Non-Employee Director Compensation	
Director Compensation Table	
Share Ownership of Directors and Executive	
Officers
Share Ownership of Certain Beneficial Owners	
Certain Relationships and Related Transactions	
PROPOSAL : ELECTION OF DIRECTORS	
Director Nominee Snapshot	
Director Dashboard	
Summary of Director Nominee Skills and	
Characteristics
Board Composition	
Continuing Education for Directors	
Director Nominees	
Other Executive Officers	
Shareholder Nominations and Proxy Access Policy . . .	
PROPOSAL : APPROVAL AND APPOINTMENT OF
INDEPENDENT AUDITOR AND AUTHORIZATION
FOR THE AUDIT COMMITTEE TO SET THE
INDEPENDENT AUDITOR'S REMUNERATION	
AUDIT COMMITTEE REPORT	
PROPOSAL : ADVISORY VOTE TO APPROVE THE
COMPENSATION PAID BY THE COMPANY TO
THE NAMED EXECUTIVE OFFICERS "SAY ON
PAY")	
A Letter from the Chair of the Compensation	
Committee
COMPENSATION DISCUSSION AND ANALYSIS	
Our Shareholder Engagement Efforts & Feedback	
The Compensation Committee's Responsiveness to	
What We Heard
Compensation Committee Historical Responsiveness	
to Say-on-Pay Votes
Compensation Committee's Response to the 	
Say-on-Pay Vote

Key Components of Our Compensation Approach and Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

How We Set Base Salary and Total Compensation

Levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Driving Long-Term Performance through Our Long-

Term Performance-Based Incentive Program . . . . . . .  How We Approach Setting CEO and CFO Goals . . . . .  Introduction of New Multi-Year Performance Goal . . 

Executive Pay Opportunity is Highly Performance

Based . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Nabors Leads Peers in Compensation Tied to Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Aligning Our CEO Compensation with

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Our Benchmark Compensation Peer Group . . . . . . . . .  CEO Compensation Relative to Peers . . . . . . . . . . . . . .  Compensation Dos and Don'ts . . . . . . . . . . . . . . . . . . . .   Performance Achievements . . . . . . . . . . . . . . . . . 

Share Ownership and Holding Guidelines . . . . . . . . . .  Hedging Policy and Practices . . . . . . . . . . . . . . . . . . . . .  Risk Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Tax Considerations - Section (m) . . . . . . . . . . . . . . 

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION	
EXECUTIVE COMPENSATION TABLES	

Summary Compensation Table . . . . . . . . . . . . . . . . . . .  Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . . 

Options Exercises and Shares Vested . . . . . . . . . . . . .  Outstanding Equity Awards at Fiscal Year End . . . . . .  Nonqualified Deferred Compensation . . . . . . . . . . . . . . 

Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  CEO Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . .  Pay-Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . 

PROPOSAL : APPROVAL OF AMENDMENT
NO.  TO THE COMPANY'S AMENDED AND
RESTATED  STOCK PLAN	
ADDITIONAL INFORMATION	
General Information	
ANNEX A	A-
Reconciliation of Non-GAAP Measures	A-
ANNEX B AMENDMENT NO.  TO AMENDED
AND RESTATED NABORS INDUSTRIES LTD.
 STOCK PLAN	B-
ANNEX C AMENDED AND RESTATED NABORS
INDUSTRIES LTD.  STOCK PLAN	C-

2024 Proxy Statement

LETTERS FROM LEADERSHIP

From our Chairman of the Board, President, and CEO

Dear Fellow Shareholders:

We made several notable accomplishments in 2023. The strength of our performance was broad, and once again demonstrated the value of each element in our long-term strategy. We achieved this performance in the face of an increasingly challenging operating environment in the U.S. market. The year began with excellent rig utilization in the Lower 48 market. The combination of volatile oil prices and a sharp decline in natural gas prices caused operators to reduce activity broadly. Additionally, the impact of mergers among the operator client base and persistent economic uncertainty weighed on rig counts.

Notwithstanding the prevailing market conditions, Nabors leading technology portfolio, global geographic presence, and talented and diverse workforce position us well for future success. In fact, the company is structured to prosper in this environment. Our industry-leading solutions and unique geographic diversity enabled us to mitigate much of the downturn in the U.S.

In 2023, adjusted EBITDA grew 29% over 2022. All of our reporting segments contributed to this improvement. Revenue increased year over year by 13%, with all segments showing growth.

In U.S. Drilling, our daily rig margin in the Lower 48 market exceeded $16,400 and was up 54% from the prior year. This margin performance was the highest in the company's history.

In our International segment, the SANAD drilling joint venture in Saudi Arabia deployed three newbuild rigs during 2023. With these three rigs, five of a planned total of 50 newbuild rigs are now running. We anticipate that each of these rigs will generate a healthy financial return while cementing our position as the leading land drilling contractor in the Kingdom.

Adjusted EBITDA in Nabors Drilling Solutions, also known as NDS, grew 31% in 2023 over 2022. This performance validates the power of our strategy to deploy NDS's advanced solutions on Nabors owned rigs and third party/ competitor rigs, both in the U.S. and in international markets. We believe this strategy is unique and provides the largest available market for NDS's technology. Specifically, NDS's Lower 48 third party revenue grew 52% last year, while its total international revenue grew 26%.

In our Rig Technologies segment, adjusted EBITDA grew 86%. Much of this growth was driven by Rig Technologies' growing portfolio of environmental technologies designed to reduce greenhouse gas emissions. In particular, its PowerTAP solution, which enables drilling rigs to utilize electricity from the grid instead of large diesel-powered engines, gained significant traction with a number of deployments in the U.S. market. We also recorded the initial international order for PowerTAP in Latin America.

In summary, I am proud of the Company's efforts this year, which ultimately culminated in being recognized with numerous awards, including being named:

Oil & Gas Middle East Awards

Service Provider of the Year

Mid/Small Cap Energy Firm of the Year	Gulf Energy Excellence Awards
Best Drilling Technology

2024 Proxy Statement 1

As we look ahead to 2024, we remain committed to our primary goals to continue reducing our net debt, generate value across our stakeholder base, drive the development and deployment of advanced technology, and improve both Nabors and the broader industry's environmental profile.

Sincerely yours,

ANTHONY G. PETRELLO

Chairman, President and Chief Executive Officer

April 25, 2024

1. Throughout this Proxy we reference non-GAAP measures such as "net debt", "Adjusted EBITDA" and other measures against which we gauge performance, liquidity and compensation. Please refer to Annex A for an explanation and reconciliation of these non-GAAP measures.

2 2024 Proxy Statement

KEY VALUE DRIVERS

PERFORMANCE EXCELLENCE IN L48 DRILLING

Strong daily revenue and margins

EXPANDING AND ENHANCING OUR INTERNATIONAL DRILLING SEGMENT

Growing margins and rig count

PROGRESS ON OUR COMMITMENT TO DE-LEVER

MEANINGFUL PROGRESS

REDUCING NET DEBT	$3.7B

Generated free cash flow	4Q 2017
and reduced debt

4Q 2023	$2.1B

LEADING IN SUSTAINABILITY AND ENERGY TRANSITION

Improving operational efficiency and	213%
reducing emissions intensity
	2023 increase in
	revenue vs
	2022

Awards:

Gulf Energy Excellence Award for Mid/Small cap energy firm of the year and best drilling technology

Oil and Gas Middle East's Service Provider of the Year

ADVANCING TECHNOLOGY

AND INNOVATION WITH

DEMONSTRATED RESULTS

Expanding third party and international business

2024 Proxy Statement 3

From our Independent Lead Director

Dear Fellow Shareholders:

It is an honor to continue serving as Nabors' Independent Lead Director and, on behalf of the entire Board of Directors, I thank you for your continued investment in Nabors.

For more than 20 years after a significant restructuring in 1987, Nabors was highly successful as it expanded beyond its original footprint, which consisted principally of drilling in Alaska and Canada. The result was a successful, multifaceted enterprise that had grown into the S&P 500.

The oil and gas industry's emergence from the financial crisis and severe energy market downturn in 2008-2009 brought several significant changes. In response, Nabors' Board concluded new leadership was required, and appointed Tony Petrello as CEO in 2011. Among the changes Tony needed to address were: the growing requirement for advanced technology, including the use of data and software; increased specialization; and the mitigation of the industry's historic cyclicality with a reduction in its capital intensity. At the same time, development of the unconventional oil resource in the Lower 48 exploded.

Very quickly, Tony developed and implemented strategies to rationalize the business portfolio, grow in select market segments, invest in new technologies, and revamp the company's capital structure. Highlights of the portfolio rationalization included the sale of the pressure pumping and well servicing businesses, exiting the oil and gas (exploration and production) business and the sale of the drilling operation in Canada. To facilitate growth and to strengthen its global footprint, the Company entered a unique land drilling joint venture in the Middle East with Saudi Aramco. This joint venture - SANAD - cemented the Company's position as the largest land drilling contractor in Saudi Arabia while establishing a significant growth vector through the venture's 50-rig newbuild program. We believe the benefits of Tony's vision are readily apparent through focused capital discipline and prioritizing the improvement of the Company's balance sheet leverage. Nabors has reduced net debt by approximately $2.0 billion since 2011, including approximately $1.6 billion since 2017(1).

One of the most important elements of Tony's strategy was the investment in advanced technology. This initiative included advanced drilling rigs, and as a key differentiator, the development of a broad portfolio of software, services, and applications that enhance drilling performance. What separates Nabors' portfolio from its competition is its vision: fundamentally integrating its technology into the drilling rig. At the same time, the commercial strategy defined the market broadly as all drilling rigs, globally. In 2023, Nabors Drilling Solutions line of business has grown to account for nearly 15% of adjusted EBITDA, and generates approximately 60% of its revenue from competitor rigs in the U.S. and from rigs operating in International markets. Over the last seven years, this business has contributed over $500 million of cumulative adjusted EBITDA, and has consistently generated the highest returns on capital among Nabors' operating segments. Further, the strategy led to Nabors' introduction of the first fully-automated land drilling rig, in 2021. The learnings from that rig led to the introduction of the industry's first automation module that can retrofit existing Nabors rigs as well as competitors'.

Looking to the future, we hope to build on the Company's financial performance in 2023, which resulted in the company's highest adjusted EBITDA and adjusted EBITDA margins since 2016. As envisioned by Tony, Nabors has embarked on a three-prong strategy supporting the energy transition. The elements include internal initiatives in adjacent areas such as advanced materials and hydrogen, investments in development-stage companies primarily focused on advanced geothermal technology, and a corporate- sponsored SPAC focused on concentrated solar power. At the same time, the company is progressing with initiatives to further automate the drilling process, including machine learning, and to significantly accelerate digitalization and the use of big data.

In sum, the Company today is a direct reflection of the strategies articulated, implemented, and executed by Tony Petrello. The Board remains confident in Tony's leadership and in his vision for its future success.

The Board believes this perspective is important to shareholders especially as the Board solicits feedback from shareholders. As the Board's Independent Lead Director, this feedback is a fundamental component of our governance program and as such I have proactively encouraged extensive shareholder engagement. During these engagement opportunities I was joined by fellow directors Tanya Beder who serves as the chair of the Nabors' Compensation Committee, Tony Chase who serves as the

4 2024 Proxy Statement

Chair of the Risk Oversight Committee and is a Compensation Committee member, Michael Linn, chair of the ESG Committee, and other members of the Nabors management team.

Our outreach efforts following the 2023 Annual Meeting were focused primarily on the topic of executive compensation. Many of our conversations also included deeper dialogue related to our ESG progress, Director succession planning and the composition of our Board. During our shareholder engagements, we heard insightful and invaluable perspectives across these topics. For a complete summary of the compensation feedback from our conversations with shareholders, please refer to the Executive Compensation section below.

I encourage you to read our 2024 Proxy Statement, our 2023 Annual Report on Form 10-K, and other proxy materials. I also encourage you to read our 2023 Sustainability Report (as of April 25, 2024), which is available on the Nabors' website.

Despite a challenging year in our industry, we remain optimistic about the long-term outlook of Nabors and look forward to continuing our dialogue with our shareholders and broader stakeholders on the issues that matter most to you. We believe the continued evolution of our ESG program, executive compensation plan and overall business strategy has benefitted from our deep engagement with shareholders.

YOUR VOTE IS VERY IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. Even if you plan to attend the Annual Meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the Annual Meeting in accordance with your instructions.

It is a great pleasure to serve as your Independent Lead Director, and I look forward to hearing from many of you in the coming year.

Sincerest regards,

JOHN YEARWOOD

Independent Lead Director

April 25, 2024

(1) Inclusive of net debt reduction from proceeds received in the amount of $0.58 billion upon equity issuance during 2018.

2024 Proxy Statement 5

EXECUTIVE SUMMARY

NABORS 2023 FINANCIAL PERFORMANCE

TOTAL EBITDA

$915 million

Increased 29% in 2023

COMBINED EBITDAL48 DAILY GM

$157 million	+54% YOY
DRILLING SOLUTIONS AND RIG
TECHNOLOGIES SEGMENTS
INCREASED 38% IN 2023

COMPENSATION

Responding to shareholder

feedback, implemented multiyear goal for CEO and senior leadership, based on Return on Invested Capital with plans to continue application of goal in 2024

Evaluated quantum of CEO compensation and determined

singularly qualified and appropriately compensated

Continuously increasing the

rigor of goals, as reflected in reduced payout, to drive

long‐term Company performance

ESG

MINORITY REPRESENTATION	FEMALE REPRESENTATION	FEMALE EMPLOYEE RETENTION
+7% increase	+8% increase	+20% improvement
Over prior year	In total workforce over	Of staff identifying as
	prior year	female

EMISSIONS 3%reduction

TECHNOLOGY AND SAFETY

in U.S. and International Scope 1 emissions intensity relative to prior year

Reflecting improvement driven in part by ongoing explicit management goal

NUMBER 1 IN SAFETY PERFORMANCE

Among U.S. peers with 134 rigs (of an average of 164) achieving Mission Zero (zero recordable incidents)

ACHIEVED A SCORE OF 701

Out of 1000 on the National Cyber-incident Scoring System (NCISS)

GRANTED 61 PATENTS GLOBALLY

Granted 25 U.S. patents and 36 International patents, the most amongst our closest competitors

GLOBAL SAFETY DAY RECORD TURN OUT

Over 5,000 employees across 36 global locations participated in Nabors' Global Safety Day

EXECUTIVE

COMPLETED MERGER	REDUCING CAPITAL	INCREASED CAPABILITIES AND	INTERNATIONAL FOOTPRINT
of Nabors Energy	INTENSITY	COMPETITIVE OUTREACH	STRATEGY
Increase focus across	Increase software and	Fortifying international
Transition Corp. with Vast
Solar	business segments	automation content and	footprint in strategic
		capabilities, and extended	geographies
		technology reach to
		competitors, as well as
		adjacent markets

6 2024 Proxy Statement

PROACTIVE SHAREHOLDER ENGAGEMENT

Why We Engage

We believe that dialogue with shareholders and key stakeholders affords our Board and management team deep, important insights on the most important topics facing our Company. We respond to all shareholder engagement requests and regularly reach out to engage with shareholders on a variety of topics throughout the year. Doing so allows for more focused, effective responses to issues and questions as they arise.

How We Engage
	Outreach	Discussion	Feedback	Results
Process
Shareholders are engaged	Active discussions	Shareholder feedback from	Shareholder feedback is
	through various methods,	involving management and	any medium is shared with	deliberated by the Board,
	including one-on-one	independent directors,	management and the Board	and converted into tangible
Engagement	meetings, analyst	including our Independent	of Directors	actions or additional
conferences, investor	Lead Director and		disclosure, as necessary
	meetings, panel	committee chairpersons,
	discussions, and the Annual	are the key to gaining
	Meeting. Throughout the	insight and understanding
	year, we engage in	of investor questions and
	intensive outreach to our	concerns
	shareholders

	73%		43%	30	100%	Participants
Facts
Percentage of common		Percentage of the	The	Percentage	The Chair of the
shares outstanding held by	outstanding shares held by	percentage	of inbound	Compensation Committee,
Engagement	shareholders that we		the 11 shareholders where	of common	shareholder	the Independent Lead
reached out to in		discussions took place	shares	requests we	Director, and the Corporate
	connection with and			outstanding	responded	Secretary participated in all
	following the 2023 Annual		of	to	these discussions along
	Meeting			shareholders		with a small team of
				that did not		experts from Nabors. The
Shareholder	A total of 50 shareholders		respond or		Chairs of the Risk Oversight
were contacted			determined		and ESG Committees joined
				a discussion		some of these discussions
				was not		as well. Our investor
				needed at		relations team also
				that time		engaged in dialogue on a
						regular basis with many of
						our shareholders
Engagement Topics	Focus Areas

ESG

• Our energy transition strategy
• Our approach to board and committee refreshment, including our approach to board diversity

• Our ESG strategy and reporting

• Diversity, equity and inclusion throughout Nabors

• Board leadership and robust role of the Independent Lead Director

2024 Proxy Statement 7