What the changes say
- New trade policy and tariff risks added following the Parker acquisition and subsequent shareholder voting agreements.
- Asset impairment charges updated to $26.5 million for 2025.
What changed since the prior 10-K
New
- NewBusiness and Operational Risks
Significant changes or developments in U.S. or other national trade policies, including tariffs, and the reactions of other countries thereto, may have a material adverse effect on our business and results of operations
U.S. and international trade policies, tariffs, and protectionist measures could increase supply chain costs and impact availability of key components.
- NewBusiness and Operational Risks
restrictions and similar protectionist measures—can impact supply chain costs, the availability of key components, and overall industry profitability
Proposed 2025 U.S. tariffs and retaliatory trade restrictions from other nations may increase our component and raw material costs without the ability to pass them to customers.
- NewLegal and Regulatory Risks
Voting power in some of our common shares held or controlled by our Board of Directors (“Board”) could limit a shareholder’s ability to influence our actions
Voting and lock-up agreements entered into in connection with the Parker acquisition limit certain shareholders' ability to influence board nominations and actions.
Dropped
- DroppedBusiness and Operational Risks
We will be subject to a number of uncertainties during the timeframe when Nabors Energy Transition Corporation II (“NETC II”) pursues a business combination, which could adversely affect our business, financial condition, results of operations, cash flows and share price
- DroppedLegal and Regulatory Risks
assurance that we will not be subject to this regulation, or other climate regulation promulgated by another federal agency in the future
- DroppedLegal and Regulatory Risks
decisions against us that could have an adverse effect on our financial condition or results of operations. See “Item 3—Legal Proceedings” for a discussion of certain existing legal proceedings
- DroppedRisks Related to Our Merger with Parker Drilling Company
The market value of Nabors common shares could be negatively affected by risks and conditions that apply to the combined company, which may be different from the risks and conditions applicable to Nabors, and sales of Nabors’ shares in connection with Merger would impact the price of our common shares
- DroppedRisks Related to Our Merger with Parker Drilling Company
Failure to complete the Merger could negatively impact the future business and financial results of Nabors
- DroppedRisks Related to Our Merger with Parker Drilling Company
Litigation relating to the Merger could result in an injunction preventing the completion of the applicable transaction and/or substantial costs to us
- DroppedRisks Related to Our Merger with Parker Drilling Company
The failure to integrate successfully the businesses of Nabors and Parker or to effectively managed the consolidated company post-Merger could adversely affect the combined company’s future results
- DroppedRisks Related to Our Merger with Parker Drilling Company
The synergies attributable to the mergers may vary from expectations
- DroppedRisks Related to Our Merger with Parker Drilling Company
The combined company is expected to incur substantial expenses related to the integration of Nabors and Parker following the Merger
- DroppedRisks Related to Our Merger with Parker Drilling Company
The combined company may not be able to utilize a portion of Nabors’ or Parker’s net operating loss carry forwards (“NOLs”) to offset future taxable income for U.S. federal tax purposes, which could adversely affect the combined company’s net income and cash flows
- DroppedRisks Related to Our Merger with Parker Drilling Company
The due diligence process that we undertook before entering into the Merger Agreement with Parker may not have revealed all facts that may be relevant in connection with Merger
Reworded
- 88% rewrittenLegal and Regulatory Risks
Legal proceedings and governmental investigations could affect our financial condition and results of operations
Added specific references to legal proceedings discussion in Item 3 and risks from sanctions and export controls targeting Russia.
- 71% rewrittenLegal and Regulatory Risks
The physical effects of climate change and the regulation of greenhouse gas emissions and climate change could have a negative effect on our business
Updated to clarify physical effects of climate change alongside greenhouse gas regulations.
- 42% rewrittenGeneral Risks
Our business, results of operations and financial condition have previously been (and may in the future be) adversely affected by global public health epidemics, with future adverse effects potentially material and difficult to predict
Revised COVID-19 risk text to reflect historical impacts from the 2020 outbreak rather than ongoing immediate disruption.
Was: Our business, results of operations and financial condition have been and may continue to be adversely affected by global public health epidemics and future adverse effects could be material and difficult to predict
- 40% rewrittenLegal and Regulatory Risks
Our international business exposes us to additional risks, including risks related to international laws and regulations, and compliance obligations under the Foreign Corrupt Practices Act and other applicable anti-corruption laws
Retained core international and FCPA compliance risks with minor stylistic phrasing updates.
- 39% rewrittenGeneral Risks
Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, increase our costs of capital, our reporting requirement, and our operations, which could negatively affect our stock price
Added detail on institutional investors utilizing third-party ESG benchmarks covering environmental sustainability, human capital, labor, and product certification.
- 37% rewrittenFinancial Risks
We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets
Updated tangible asset and equipment impairment charge figure from prior periods to $26.5 million recognized in 2025.
- 30% rewrittenBusiness and Operational Risks
Failure to realize the anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may adversely affect our business, results of operations and financial position
Retained general strategic transaction and acquisition risks with minor stylistic updates.
- 25% rewrittenLegal and Regulatory Risks
Significant issuances of common shares could adversely affect the market price of our common shares
Updated share counts and reserve figures to reflect figures as of February 6, 2026, showing 15,834,469 outstanding common shares.
- 21% rewrittenLegal and Regulatory Risks
We may be subject to changes in tax laws and have additional tax liabilities
All 42 risk factors
Headings as the filing states them, in filing order.
Business and Operational Risks
- 01Fluctuations in oil and natural gas prices could adversely affect drilling activity and our revenues, cash flows and profitability
- 02Our customers and thereby our business and profitability could be adversely affected by low oil prices or turmoil in the global economy
- 03We operate in a highly competitive industry with excess drilling capacity, which may adversely affect our results of operations
- 04We must renew customer contracts to remain competitive
- 05The nature of our operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations
- 06Our drilling contracts may in certain instances be renegotiated, suspended or terminated without an early termination payment
- 07The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations
- 08The profitability of our operations could be adversely affected by war, civil disturbance, terrorist activity or other political or economic instability, fluctuation in currency exchange rates and local import and export controls
- 09Significant changes or developments in U.S. or other national trade policies, including tariffs, and the reactions of other countries thereto, may have a material adverse effect on our business and results of operationsNew
- 10restrictions and similar protectionist measures—can impact supply chain costs, the availability of key components, and overall industry profitabilityNew
- 11We rely on third-party suppliers, manufacturers and service providers to secure equipment, components and parts used in rig operations, conversions, upgrades and construction
- 12Our contracts with state-owned energy companies may expose us to greater risks than we normally assume in contracts with non-governmental customers
- 13Control of oil and natural gas reserves by NOCs may affect the demand for our services and products and create additional risks in our operations
- 14Our operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates
- 15Actions of and disputes with our joint venture partners could have a material adverse effect on the business and results of operations of our joint ventures and, in turn, our business and consolidated results of operations
- 16Failure to realize the anticipated benefits of acquisitions, divestitures, investments, joint ventures and other strategic transactions may adversely affect our business, results of operations and financial position30% rewritten
- 17Decisions by internet service, cloud host service and related providers to restrict or ban our ability to use their platforms could adversely affect our ability to promote and conduct our business and inform investors
- 18Failure to effectively and timely address the energy transition could adversely affect our business, financial condition, results of operations, cash flows and share price
- 19Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to risks
Financial Risks
- 20We may record additional losses or impairment charges related to sold or idle drilling rigs and other assets37% rewritten
- 21Our financial and operating flexibility could be affected by our long-term debt and other financial commitments
- 22Volatility in prices of goods and services and interest rates could expose us to risks in managing our operating and capital costs
- 23Our ability to access capital markets could be limited
- 24A downgrade in our credit rating could negatively affect our cost of and ability to access capital markets or other financing sources
Technology Risks
- 25Limitations on our ability to obtain, maintain, protect or enforce our intellectual property rights, including our trade secrets, could cause a loss in revenues and any competitive advantage we hold
- 26Technology disputes could negatively affect our operations or increase our costs
- 27Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations
- 28Our business is subject to cybersecurity risks
Legal and Regulatory Risks
- 29Our international business exposes us to additional risks, including risks related to international laws and regulations, and compliance obligations under the Foreign Corrupt Practices Act and other applicable anti-corruption laws40% rewritten
- 30Changes to, or noncompliance with laws and regulations regarding environmental matters or exposure to environmental liabilities, could adversely affect our results of operations
- 31The physical effects of climate change and the regulation of greenhouse gas emissions and climate change could have a negative effect on our business71% rewritten
- 32We are subject to complex and evolving laws and regulations regarding data privacy and security
- 33Legal proceedings and governmental investigations could affect our financial condition and results of operations88% rewritten
- 34We may be subject to changes in tax laws and have additional tax liabilities21% rewritten
- 35Significant issuances of common shares could adversely affect the market price of our common shares25% rewritten
- 36Our common share price has been and may continue to be volatile
- 37Voting power in some of our common shares held or controlled by our Board of Directors (“Board”) could limit a shareholder’s ability to influence our actionsNew
- 38As a holding company, we depend on our operating subsidiaries and investments to meet our financial obligations
General Risks
- 39Investor sentiment and public perception related to the fossil fuels industry and to ESG initiatives could affect the demand for our services, increase our costs of capital, our reporting requirement, and our operations, which could negatively affect our stock price39% rewritten
- 40Our business, results of operations and financial condition have previously been (and may in the future be) adversely affected by global public health epidemics, with future adverse effects potentially material and difficult to predict42% rewritten
- 41The loss of key executives or inability to attract and retain experienced technical professionals and talented personnel could reduce our competitiveness and harm prospects for future success
- 42Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility
Other Nabors Industries 10-Ks
- FY2024 10-K risk factors50 risks
Oil and natural gas price volatility heavily drives demand and dayrates for our drilling operations and services. Saudi Aramco and two other large customers generated 43 percent of our 2024 consolidated operating revenues. We face extensive global competition with significant excess drilling capacity across the oilfield services industry. We face complex international regulations, joint venture partner dependencies, and climate transition demands.
Filed Feb 13, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.