​ We often discuss expectations regarding our future markets, demand for our products and services, and our performance in our annual, quarterly and current reports, press releases, and other written and oral statements. Statements relating to matters that are not historical facts are “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These “forward-looking statements” are based on an analysis of currently available competitive, financial and economic data and our operating plans. They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly different from our expectations. By way of illustration, when used in this document, words such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “will,” “should,” “could,” “may,” “predict” and similar expressions are intended to identify forward-looking statements. ​ 26 Table of Contents You should consider the following key factors when evaluating these forward-looking statements: ​ ● geopolitical events, pandemics, global and regional conflicts and other macro-events and their respective and collective impact on our operations as well as oil and gas markets and prices; ​ ● fluctuations and volatility in worldwide prices of and demand for oil and natural gas; ​ ● fluctuations in levels of oil and natural gas exploration and development activities; ​ ● fluctuations in the demand for our services; ​ ● competitive and technological changes and other developments in the oil and gas and oilfield services industries; ​ ● our ability to renew customer contracts in order to maintain competitiveness; ​ ● the existence of operating risks inherent in the oil and gas and oilfield services industries; ​ ● the possibility of the loss of one or a number of our large customers; ​ ● the amount and nature of our future capital expenditures and how we expect to fund our capital expenditures; ​ ● the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems; ​ ● the impact of our long-term indebtedness and other financial commitments on our financial and operating flexibility; ​ ● our access to, and the cost of, capital, including the impact of a downgrade in our credit rating, covenant restrictions, availability under our secured revolving credit facility, future issuances of debt or equity securities and the global interest rate environment; ​ ● our dependence on our operating subsidiaries and investments to meet our financial obligations; ​ ● our ability to retain skilled employees; ​ ● our ability to complete, and realize the expected benefits of, strategic transactions, such as our acquisition of Parker Drilling Company (“Parker”); ​ ● changes in tax laws and the possibility of changes in other laws and regulations; ​ ● the possibility of political or economic instability, civil disturbance, war or acts of terrorism in any of the countries in which we do business; ​ ● global views on and the regulatory environment related to energy transition and our ability to implement our energy transition initiatives; ​ ● potential long-lived asset impairments; ​ ● the possibility of changes to U.S. trade policies and regulations, including the imposition of new tariffs, trade embargoes or sanctions; ​ ● general economic conditions, including the capital and credit markets; and ​ ● our ability to utilize NOLs. ​ 27 Table of Contents Our business depends, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Therefore, a sustained increase or decrease in the price of oil or natural gas that has a material impact on exploration, development and production activities could also materially affect our financial position, results of operations and cash flows. ​ The above description of risks and uncertainties is by no means all-inclusive but highlights certain factors that we believe are important for your consideration. For a more detailed description of risk factors that may affect us or our industry, please refer to Item 1A. — Risk Factors in our 2025 Annual Report. ​ Management Overview ​ This section is intended to help you understand our results of operations and our financial condition. The results of operations discussed below include amounts pertaining to Parker after the merger closed on March 11, 2025. This information is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto. ​ We are a leading provider of advanced technology for the energy industry. With operations in approximately 20 countries, Nabors has established a global network of people, technology and equipment to deploy solutions that deliver safe, efficient and sustainable energy production. By leveraging its core competencies, particularly in drilling, engineering, automation, data science and manufacturing, Nabors aims to innovate the future of energy and enable the transition to a lower carbon world. ​ Outlook ​ Demand for our services and products is subject to a complex combination of macroeconomic, industry and company-specific factors that influence our clients’ decisions to invest in exploration, development and production activities. The volume of these activities is significantly influenced by the prices of crude oil and natural gas, which can fluctuate widely, are inherently volatile and tend to be highly sensitive to a range of factors. These factors include global supply and demand dynamics, production decisions and actions taken by major oil-producing countries, as well as geopolitical developments impacting large hydrocarbon-producing regions. ​ In addition to commodity price dynamics, client capital allocation priorities can materially influence drilling activity. Certain oil and gas producers may intentionally limit their capital spending as they focus on capital discipline, shareholder returns and other priorities over production growth. These actions can moderate activity levels even during periods of favorable commodity prices. Further, significant industry consolidation, particularly among U.S. operators has occurred in recent years. In certain cases, these transactions have impacted demand for drilling services, as the combined operators reassess development plans and rationalize drilling rig requirements. ​ Since late 2022, global energy commodity markets have experienced sustained volatility driven by evolving geopolitical dynamics, and more recently, domestic policy changes. During the first half of 2026, the conflict in the Middle East resulted in damage to oil and gas production facilities in several producing countries and a very significant curtailment in oil and gas exports from the region. The near-term impact of these events was a dramatic increase in global crude oil prices and elevated natural gas prices in certain markets. ​ Operator responses to the conflict have varied by region. In the Middle East, a number of offshore rigs have been placed on standby or had operations suspended. In contrast, land drilling activity in the markets where we operate has remained resilient, and in our case, has increased modestly. ​ In the United States, operators generally maintained or increased their drilling activity, as oil prices strengthened. However, most larger U.S. operators remain committed to their prior spending plans and have not increased drilling activity levels in response to the recent movement in oil prices. ​ Also in the United States, leading-edge rig pricing has begun to increase, supporting widening daily rig margins. At the same time, continued gains in drilling efficiency have enabled U.S. oil and gas producers to sustain production levels with fewer rigs. As a result, while rig pricing dynamics are improving, these efficiency gains have reduced the number of rigs required. ​ 28 Table of Contents Internationally, we continue to see constructive medium- to longer-term fundamentals supported by production capacity expansion and the development of unconventional resources in a number of key markets. In many of these regions, drilling activity is supported by longer-term contractual agreements, which tend to moderate near-term volatility. Nevertheless, activity levels may be affected by near-term geopolitical developments, supply-chain disruptions and customer-specific capital allocation decisions. ​ Comparison of the three months ended June 30, 2026 and 2025 ​ Operating revenues for the three months ended June 30, 2026 totaled $814.8 million, representing a decrease of $18.0 million, compared to the three months ended June 30, 2025. For a more detailed description of operating results, see Segment Results of Operations below. ​ Net loss attributable to Nabors totaled $22.3 million ($2.04 per diluted share) for the three months ended June 30, 2026 compared to net loss attributable to Nabors of $30.9 million ($2.71 per diluted share) for the three months ended June 30, 2025, or an $8.6 million increase in net income. See Segment Results of Operations and Other Financial Information below for additional discussion. ​ General and administrative expenses for the three months ended June 30, 2026 totaled $71.4 million, representing a decrease of $11.4 million, or 14%, compared to the three months ended June 30, 2025. This is reflective of decreases in workforce costs and general operating costs related to Quail Tools, LLC, which was sold on August 20, 2025 along with a reduction in staffing levels and general-cost-reduction effects in our corporate offices subsequent to the acquisition of Parker Drilling. ​ Depreciation and amortization expense for the three months ended June 30, 2026 was $160.5 million, representing a decrease of $14.5 million, or 8%, compared to the three months ended June 30, 2025. The decrease is a result of the assets sold as part of the sale of Quail Tools, LLC on August 20, 2025. ​ Segment Results of Operations ​ The following tables set forth certain information with respect to our reportable segments and rig activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ Increase/(Decrease) ​ (In thousands, except percentages and rig activity) ​ U.S. Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 252,459 ​ $ 255,438 ​ $ (2,979) ​ (1) % Adjusted operating income (loss) (1) $ 30,961 ​ $ 39,788 ​ $ (8,827) ​ (22) % Average rigs working (2) 77.8 ​ 72.4 ​ 5.4 ​ 7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 432,497 ​ $ 384,970 ​ $ 47,527 ​ 12 % Adjusted operating income (loss) (1) $ 45,860 ​ $ 36,051 ​ $ 9,809 ​ 27 % Average rigs working (2) 93.4 ​ 85.9 ​ 7.5 ​ 9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Drilling Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 110,640 ​ $ 170,283 ​ $ (59,643) ​ (35) % Adjusted operating income (loss) (1) $ 32,125 ​ $ 50,365 ​ $ (18,240) (36) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rig Technologies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues $ 37,485 ​ $ 36,527 ​ $ 958 ​ 3 % Adjusted operating income (loss) (1) $ 1,497 ​ $ 1,721 ​ $ (224) (13) % (1) Adjusted operating income (loss) is our measure of segment profit and loss. See Note 12—Segment Information to the consolidated financial statements included in Item 1 of the report. ​ (2) Represents a measure of the average number of rigs operating during a given period. For example, one rig operating 45 days during a quarter represents approximately 0.5 average rigs working for the quarter. On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year. 29 Table of Contents ​ U.S. Drilling ​ Operating revenues for our U.S. Drilling segment decreased by $3.0 million or 1% during the three months ended June 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to a decline in day rates partially offset by a 7% increase in the average rigs working. ​ International Drilling ​ Operating revenues for our International Drilling segment during the three months ended June 30, 2026 increased by $47.5 million or 12% compared to the corresponding prior year period. The increase is primarily attributable to a 9% increase in the average rigs working, reflecting increased drilling activity, along with improved pricing, as market conditions and demand for our international drilling services have increased since the prior year. ​ Drilling Solutions ​ Operating revenues for this segment decreased by $59.6 million or 35% during the three months ended June 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to operating revenue from Quail Tools, LLC, which is included in the activity for the three months ended June 30, 2025. Quail Tools, LLC was sold on August 20, 2025. ​ Rig Technologies ​ Operating revenues for our Rig Technologies segment increased by $1.0 million or 3% during the three months ended June 30, 2026 compared to the corresponding prior year period due to the overall increase in activity. ​ Other Financial Information ​ Interest expense ​ Interest expense for the three months ended June 30, 2026 was $42.7 million, representing a decrease of $13.4 million, or 24%, compared to the three months ended June 30, 2025. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. ​ Other, net ​ Other, net for the three months ended June 30, 2026 was a loss of $5.7 million compared to $6.1 million loss for the three months ended June 30, 2025 representing a $0.4 million decrease in loss. During the three months ended June 30, 2026, the amount primarily consisted of $5.2 million related to severance and reorganization costs, $1.1 million related to increases in litigation reserves and $0.8 million in foreign currency transaction losses, which was offset by $1.0 million of mark-to-market gains on the common share warrants. In comparison, the amount during the three months ended June 30, 2025 primarily consisted of $2.1 million in foreign currency transaction losses, $3.8 million of other than temporary impairment on securities and $7.1 million related to severance and reorganization costs, which was offset by $3.2 million of mark-to-market gains on the common share warrants and $11.7 million in gain on sales of assets. ​ Income tax ​ Our worldwide tax expense for the three months ended June 30, 2026 was $16.4 million compared to $23.1 million for the three months ended June 30, 2025. The decrease in tax expense was primarily attributable to the change in amount and geographic mix of our pre-tax earnings (losses). ​ Comparison of the six months ended June 30, 2026 and 2025 ​ Operating revenues for the six months ended June 30, 2026 totaled $1.6 billion, representing an increase of $29.4 million, compared to the six months ended June 30, 2025. For a more detailed description of operating results, see Segment Results of Operations below. 30 Table of Contents ​ Net loss attributable to Nabors totaled $37.5 million ($3.58 per diluted share) for the six months ended June 30, 2026 compared to net income attributable to Nabors of $2.1 million ($1.01 loss per diluted share) for the six months ended June 30, 2025, or a $39.6 million decrease in net income. See Segment Results of Operations and Other Financial Information below for additional discussion. ​ General and administrative expenses for the six months ended June 30, 2026 totaled $143.1 million, representing a decrease of $8.1 million, or 5%, compared to the six months ended June 30, 2025. This is reflective of decreases in workforce costs and general operating costs related to Quail Tools, LLC, which was sold on August 20, 2025 along with a reduction in staffing levels and general-cost-reduction effects in our corporate offices subsequent to the acquisition of Parker Drilling. ​ Depreciation and amortization expense for the six months ended June 30, 2026 was $316.7 million, representing a decrease of $13.0 million, or 4%, compared to the six months ended June 30, 2025. The decrease is a result of the assets sold as part of the sale of Quail Tools, LLC, which was sold on August 20, 2025. ​ Segment Results of Operations ​ The following tables set forth certain information with respect to our reportable segments and rig activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ Increase/(Decrease) ​ ​ (In thousands, except percentages and rig activity) U.S. Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 493,603 ​ $ 486,184 ​ $ 7,419 ​ 2 % Adjusted operating income (loss) (1) ​ $ 55,585 ​ $ 71,387 ​ $ (15,802) ​ (22) % Average rigs working (2) ​ 76.5 ​ 70.3 ​ 6.2 ​ 9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Drilling ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 851,993 ​ $ 766,688 ​ $ 85,305 ​ 11 % Adjusted operating income (loss) (1) ​ $ 86,617 ​ $ 69,009 ​ $ 17,608 ​ 26 % Average rigs working (2) ​ 93.0 ​ 85.4 ​ 7.6 ​ 9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Drilling Solutions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 216,862 ​ $ 263,462 ​ $ (46,600) ​ (18) % Adjusted operating income (loss) (1) ​ $ 63,997 ​ $ 83,278 ​ $ (19,281) (23) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rig Technologies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 64,707 ​ $ 80,692 ​ $ (15,985) ​ (20) % Adjusted operating income (loss) (1) ​ $ (391) ​ $ 6,056 ​ $ (6,447) (106) % ​ (3) Adjusted operating income (loss) is our measure of segment profit and loss. See Note 12—Segment Information to the consolidated financial statements included in Item 1 of the report. ​ (4) Represents a measure of the average number of rigs operating during a given period. For example, one rig operating 45 days during a quarter represents approximately 0.5 average rigs working for the quarter. On an annual period, one rig operating 182.5 days represents approximately 0.5 average rigs working for the year. ​ U.S. Drilling ​ Operating revenues for our U.S. Drilling segment increased by $7.4 million or 2% during the six months ended June 30, 2026 compared to the corresponding prior year period. The increase is primarily attributable to a 9% increase in the average rigs working, reflecting increased drilling activity that was partially offset by a decline in day rates. ​ International Drilling ​ Operating revenues for our International Drilling segment during the six months ended June 30, 2026 increased by $85.3 million or 11% compared to the corresponding prior year period. The increase is primarily attributable to a 9% 31 Table of Contents increase in the average rigs working, along with improved pricing, as market conditions and demand for our international drilling services have increased since the prior year. ​ Drilling Solutions ​ Operating revenues for this segment decreased by $46.6 million or 18% during the six months ended June 30, 2026 compared to the corresponding prior year period. The decrease is primarily attributable to operating revenues from Quail Tools, LLC, which was included in the activity for the six months ended June 30, 2025. Quail Tools, LLC was sold on August 20, 2025. This decrease was partially offset by a full six months of activity for the six months ended June 30, 2026 from our Parker Drilling acquisition, which was completed on March 11, 2025. ​ Rig Technologies ​ Operating revenues for our Rig Technologies segment decreased by $16.0 million or 20% during the six months ended June 30, 2026 compared to the corresponding prior year period due to a decline in activity. ​ Other Financial Information ​ Interest expense ​ Interest expense for the six months ended June 30, 2026 was $86.4 million, representing a decrease of $24.0 million, or 22%, compared to the six months ended June 30, 2025. The decrease was primarily due to a decrease in our average outstanding debt balance throughout the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. ​ Gain on bargain purchase ​ Gain on bargain purchase for the six months ended June 30, 2026 and 2025 was $0 and $116.5 million, respectively. The gain on bargain purchase was related to the Parker acquisition in the first quarter of 2025. ​ Other, net ​ Other, net for the six months ended June 30, 2026 was a gain of $7.7 million compared to $50.9 million loss for the six months ended June 30, 2025 representing a $58.2 million increase in income. During the six months ended June 30, 2026, the amount primarily consisted of $15.3 million from decreased reserves and a favorable settlement related to litigation, which was offset by $5.8 million related to severance and reorganization costs, $1.7 million in loss recognized for debt buybacks and $2.0 million in foreign currency transaction losses. In comparison, the amount during the six months ended June 30, 2025 primarily consisted of $26.5 million in asset impairments related to assets held in Russia, $19.1 million of transaction related costs and $12.2 million related to severance and reorganization costs, which was offset by $7.4 million of mark-to-market gains on the common share warrants and $15.8 million in gain on sales of assets. ​ Income tax ​ Our worldwide tax expense for the six months ended June 30, 2026 was $33.3 million compared to $38.1 million for the six months ended June 30, 2025. The decrease in tax expense was primarily attributable to the change in amount and geographic mix of our pre-tax earnings (losses). ​ Liquidity and Capital Resources ​ Financial Condition and Sources of Liquidity ​ Our primary sources of liquidity are cash and investments, availability under the 2024 Credit Agreement and cash generated from operations. As of June 30, 2026, we had cash and short-term investments of $509.8 million and working capital of $563.5 million. As of December 31, 2025, we had cash and short-term investments of $940.7 million and working capital of $558.6 million. ​ 32 Table of Contents On June 30, 2026, we had no borrowings and $69.7 million of letters of credit outstanding under the 2024 Credit Agreement, which had a total borrowing capacity of $350.0 million and a separate letter of credit tranche that permits us to issue letters of credit with total reimbursement obligations not to exceed $125 million, which was, on April 4, 2026, increased to $150.0 million by the Joinder, with letters of credit not affecting revolving loan capacity and vice versa. ​ The 2024 Credit Agreement requires us to maintain an interest coverage ratio (EBITDA/interest expense of 2.75:1.00) and a minimum guarantor value, requiring the guarantors (other than the Company) and their subsidiaries to own at least 90% of the consolidated property, plant and equipment of the Company. Additionally, the Company is subject to certain covenants (which are subject to certain exceptions) and include, among others, (a) a covenant restricting our ability to incur liens (subject to the additional liens basket of up to $150.0 million, among other exceptions), (b) a covenant restricting its ability to pay dividends or make other distributions with respect to its capital stock and to repurchase certain indebtedness, and (c) a covenant restricting the ability of the Company’s subsidiaries to incur debt (subject to the grower debt basket of up to $100.0 million). The facility matures on the earlier of (a) June 17, 2029 and (b) to the extent 50% or more of the principal amount of the 1.75% Senior Exchangeable Notes due June 2029 remains outstanding on the date that is 90 days prior to the applicable maturity date for such indebtedness, then such 90th day. ​ As of the date of this report, we were in compliance with all covenants under the 2024 Credit Agreement, including those regarding the required interest coverage ratio and minimum guarantor value, which were 4.69:1.00 and 99.8%, respectively, as of June 30, 2026. If we fail to perform our obligations under the covenants, the revolving credit commitments under the 2024 Credit Agreement could be terminated, and any outstanding borrowings under the facilities could be declared immediately due and payable. If necessary, we have the ability to manage our covenant compliance by taking certain actions including reductions in discretionary capital or other types of controllable expenditures, monetization of assets, amending or renegotiating the revolving credit agreement, accessing capital markets through a variety of alternative methods, or any combination of these alternatives. We expect to remain in compliance with all covenants under the 2024 Credit Agreement during the twelve-month period following the date of this report based on our current operational and financial projections, including after giving effect to the Parker acquisition. However, we can make no assurance of continued compliance if our current projections or material underlying assumptions prove to be incorrect. If we fail to comply with the covenants, the revolving credit commitment could be terminated, and any outstanding borrowings under the facility could be declared immediately due and payable. ​ Our ability to access capital markets or to otherwise obtain sufficient financing may be affected by our senior unsecured debt ratings as provided by the major credit rating agencies in the United States and our historical ability to access these markets as needed. While there can be no assurances that we will be able to access these markets in the future, we believe that we will be able to access capital markets or otherwise obtain financing in order to satisfy any payment obligation that might arise upon maturity, exchange or purchase of our notes and our debt facilities, loss of availability of our revolving credit facilities and our A/R Agreements (see—Accounts Receivable Purchase and Sales Agreements, below), and that any cash payment due, in addition to our other cash obligations, would not ultimately have a material adverse impact on our liquidity or financial position. The major U.S. credit rating agencies have previously downgraded our senior unsecured debt rating to non-investment grade. These and any further ratings downgrades could adversely impact our ability to access debt markets in the future, increase the cost of future debt, and potentially require us to post letters of credit for certain obligations. ​ We had seven letter-of-credit facilities with various banks as of June 30, 2026. Availability under these facilities as of June 30, 2026 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 ​ ​ (In thousands) Credit available ​ $ 270,333 Less: Letters of credit outstanding, inclusive of financial and performance guarantees ​ 131,689 Remaining availability ​ $ 138,644 ​ As of June 30, 2026, approximately 29%, 15% and 14% of our net accounts receivable balance was related to our operations in Saudi Arabia, U.S. and Mexico, respectively. Our largest customer in Mexico has a history of making late payments and, in more recent periods, has utilized third-party financial institutions to pay certain of our receivables. The balances due are not in dispute; however, additional or continued delays in customer payments in the future could differ from historical practice and management’s current expectations. ​ 33 Table of Contents Accounts Receivable Purchase and Sales Agreements ​ On September 13, 2019, we entered into an accounts receivables sales agreement (the “A/R Sales Agreement”) and an accounts receivables purchase agreement (the “A/R Purchase Agreement” and, together with the A/R Sales Agreement, the “A/R Agreements”), whereby the originators, all of whom are our subsidiaries, sold or contributed, and will on an ongoing basis continue to sell or contribute, certain of their domestic trade accounts receivables to a wholly-owned, bankruptcy-remote special purpose entity (“SPE”). The SPE in turn, sells, transfers, conveys and assigns to third-party financial institutions (“Purchasers”), all the rights, title and interest in and to its pool of eligible receivables. ​ Over the term of the facility, we entered into a number of amendments. Most recently, in August 2025, we entered into the First Amendment to the A/R Sales Agreement and the Fifth Amendment to the A/R Purchase Agreement. The First Amendment to the A/R Sales Agreement amends the agreement to, among other things, add certain subsidiaries of Parker Drilling Company, an indirect wholly-owned subsidiary of the Company, as originators (the “Additional Originators”). The Fifth Amendment to the A/R Purchase Agreement amends the agreement to make changes to reflect the joinder of the Additional Originators. ​ The amount available for purchase under the A/R Agreements fluctuates over time based on the total amount of eligible receivables generated during the normal course of business after excluding excess concentrations and certain other ineligible receivables. The maximum purchase commitment of the Purchasers under the A/R Agreements is $250.0 million and the amount of receivables purchased by the third-party Purchasers as of June 30, 2026 was $138.0 million. ​ The originators, Nabors Delaware, the SPE, and the Company provide representations, warranties, covenants and indemnities under the A/R Agreements and the Indemnification Guarantee. See further details at Note 5—Accounts Receivable Purchase and Sales Agreements. ​ Other Indebtedness ​ See Note 6—Debt, for further details about our financing arrangements, including our debt securities. ​ Future Cash Requirements ​ Our current cash and investments, projected cash flows from operations, proceeds from equity or debt issuances, the A/R Agreements and the facilities under our 2024 Credit Agreement are expected to adequately finance our purchase commitments, capital expenditures, acquisitions, scheduled debt service requirements, and all other expected cash requirements for at least the next 12 months. However, we can make no assurances that our current operational and financial projections will prove to be correct. A sustained period of highly depressed oil and natural gas prices could have a significant effect on our customers’ capital expenditure spending and therefore our operations, cash flows and liquidity. ​ Purchase commitments outstanding at June 30, 2026 totaled approximately $335.2 million, primarily for capital expenditures, other operating expenses and purchases of inventory. We can reduce planned expenditures if necessary or increase them if market conditions and new business opportunities warrant it. The level of our outstanding purchase commitments and our expected level of capital expenditures over the next 12 months represent a number of capital programs that are currently underway or planned. ​ See our discussion of guarantees issued by Nabors that could have a potential impact on our financial position, results of operations or cash flows in future periods included below under “Off-Balance Sheet Arrangements (Including Guarantees).” ​ There have been no material changes to the contractual cash obligations that were included in our 2025 Annual Report. ​ We may from time to time seek to retire or purchase our outstanding debt through cash purchases or exchanges for equity securities, both in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors and may involve material amounts. ​ 34 Table of Contents Cash Flows ​ Our cash flows depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities. Sustained decreases in the price of oil or natural gas could have a material impact on these activities and could also materially affect our cash flows. Certain sources and uses of cash, such as the level of discretionary capital expenditures or acquisitions, purchases and sales of investments, dividends, loans, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions. We discuss our cash flows for the six months ended June 30, 2026 and 2025 below. ​ Operating Activities. Net cash provided by operating activities totaled $248.6 million during the six months ended June 30, 2026, compared to net cash provided of $239.5 million during the corresponding 2025 period. Operating cash flows are our primary source of capital and liquidity. Cash from operating results (before working capital changes) was $342.2 million for the six months ended June 30, 2026, an increase of $38.5 million when compared to $303.7 million in the corresponding 2025 period. This was due to the increase in activity across our business for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Changes in working capital items such as collection of receivables, other deferred revenue arrangements and payments of operating payables are also significant factors affecting operating cash flows and can be highly volatile in periods of increasing or decreasing activity levels. Changes in working capital items used $93.6 million in cash flows during the six months ended June 30, 2026, a $29.4 million favorable change as compared to the $64.2 million in cash flows used by working capital in the corresponding 2025 period. ​ Investing Activities. Net cash used by investing activities totaled $292.3 million during the six months ended June 30, 2026 compared to net cash used of $210.9 million during the corresponding 2025 period. Our primary use of cash for investing activities is capital expenditures for rig-related enhancements, new construction and equipment, and sustaining capital expenditures. During the six months ended June 30, 2026 and 2025, we used cash for capital expenditures totaling $290.6 million and $343.9 million, respectively. During the six months ended June 30, 2025, we received $84.4 million in cash acquired in the Parker acquisition, net of cash paid. ​ Financing Activities. Net cash used by financing activities totaled $385.1 million during the six months ended June 30, 2026. During the six months ended June 30, 2026, we repaid $379.1 million of outstanding long-term debt. ​ Net cash used by financing activities totaled $21.3 million during the six months ended June 30, 2025. During the six months ended June 30, 2025, we paid off the Parker term loan of $177.8 million and received proceeds from the Credit Agreement of $178.0 million. ​ ​ Other Matters ​ Recent Accounting Pronouncements ​ See Note 2—Summary of Significant Accounting Policies. ​ Off-Balance Sheet Arrangements (Including Guarantees) ​ We are a party to transactions, agreements or other contractual arrangements defined as “off-balance sheet arrangements” that could have a material future effect on our financial position, results of operations, liquidity and capital resources. The most significant of these off-balance sheet arrangements include the A/R Agreements (see —Accounts Receivable Purchase and Sales Agreements, above) and certain agreements and obligations under which we provide financial or performance assurance to third parties. Certain of these financial or performance assurances serve as guarantees, including standby letters of credit issued on behalf of insurance carriers in conjunction with our workers’ compensation insurance program and other financial surety instruments such as bonds. In addition, we have provided indemnifications that serve as guarantees to some third parties. These guarantees include indemnification provided by us to our share transfer agent and our insurance carriers. We are not able to estimate the potential future maximum payments that might be due under our indemnification guarantees. Management believes the likelihood that we would be required to perform or otherwise incur any material losses associated with any of these guarantees is remote. ​ 35 Table of Contents The following table summarizes the total maximum amount of financial guarantees issued by Nabors: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Amount ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ Thereafter ​ ​ ​ Total ​ ​ (In thousands) Financial standby letters of credit and other financial surety instruments ​ $ 31,285 842 1,975 80 ​ $ 34,182 ​ ​ ​