8-K
Noble Corp plc (NE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 11, 2026
__________________________________________
NOBLE CORPORATION plc
(Exact name of registrant as specified in its charter)
| England and Wales | 001-41520 | 98-1644664 | ||||||
|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | 2101 City West Boulevard, | Suite 600, | Houston, | Texas | 77042 | |
| --- | --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (281) 276-6100
__________________________________________
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions | ||||
|---|---|---|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
| --- | --- | |||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| --- | --- | |||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
|---|---|---|---|---|
| A Ordinary Shares, par value $0.00001 per share | NE | New York Stock Exchange | ||
| Tranche 1 Warrants of Noble Corporation plc | NE WS | New York Stock Exchange | ||
| Tranche 2 Warrants of Noble Corporation plc | NE WSA | New York Stock Exchange | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| --- |
Emerging growth company ☐
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||
|---|---|---|---|
| Item 2.02. Results of Operations and Financial Condition. | |||
| --- | |||
| On February 11, 2026, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended December 31, 2025. A copy of such press release is included as Exhibit 99.1 and will be published in the “Investors” section on the Company’s website at www.noblecorp.com. | |||
| Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934. | |||
| Item 7.01. Regulation FD Disclosure. | |||
| On February 12, 2026, the President and Chief Executive Officer of Noble Corporation plc (NYSE: NE), Robert W. Eifler, together with other executive officers, plan to announce Noble Corporation plc's earnings for the quarter ended December 31, 2025, via teleconference, which will be open to the public and broadcast live over the internet. A copy of the slide presentation used in connection with the teleconference is attached as Exhibit 99.2 and is incorporated by reference into this item.<br><br>Pursuant to the rules and regulations of the Securities and Exchange Commission, the slide presentation is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934. | Item 9.01. Financial Statements and Exhibits. | ||
| --- | --- | ||
| (d) Exhibits | |||
| EXHIBIT | |||
| NUMBER | DESCRIPTION | ||
| Exhibit 99.1 | Press Release issued by Noble Corporation plc dated February11, 2026 | ||
| Exhibit 99.2 | Noble Corporation plc Slide Presentation dated February 12, 2026 | ||
| Exhibit 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
| Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | --- || | | NOBLE CORPORATION plc | | | --- | --- | --- | --- | | Date: | February 11, 2026 | By: | /s/ Robert W. Eifler | | | | | Robert W. Eifler | | | | | President and Chief Executive Officer |
Document
EXHIBIT 99.1
| PRESS RELEASE |
|---|
NOBLE CORPORATION PLC ANNOUNCES FOURTH QUARTER AND FULL YEAR 2025 RESULTS
•Approximately $1.3 billion in new contract awards since October fleet status report, increasing backlog to $7.5 billion.
•Completed divestiture of five jackups for $360 million; additional jackup (Noble Resolve) divestiture estimated to close in Q3 2026.
•$0.50 per share dividend declared for Q1 2026, bringing cumulative total capital returned since Q4 2022 to approximately $1.3 billion.
•Full Year 2026 guidance provided as follows: Total Revenue $2,800 to $3,000 million, Adjusted EBITDA $940 to $1,020 million, and Capital Expenditures $590 to $640 million.
HOUSTON, TEXAS, February 11, 2026 - Noble Corporation plc (NYSE: NE, “Noble”, or the “Company”) today reported fourth quarter and full year 2025 results.
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in millions, except per share amounts) | December 31, 2025 | September 30, 2025 | December 31, 2024 | |||
| Total Revenue | $ | 764 | $ | 798 | $ | 927 |
| Contract Drilling Services Revenue | 705 | 757 | 882 | |||
| Net Income (Loss) | 87 | (21) | 97 | |||
| Adjusted EBITDA* | 232 | 254 | 319 | |||
| Adjusted Net Income (Loss)* | 14 | 30 | 91 | |||
| Basic Earnings (Loss) Per Share | 0.55 | (0.13) | 0.60 | |||
| Diluted Earnings (Loss) Per Share | 0.54 | (0.13) | 0.59 | |||
| Adjusted Diluted Earnings (Loss) Per Share* | 0.09 | 0.19 | 0.56 | |||
| * A Non-GAAP supporting schedule is included with the statements and schedules attached to this press release. |
Robert W. Eifler, President and Chief Executive Officer of Noble, stated, “Solid fourth quarter performance brought our full year 2025 Adjusted EBITDA to the upper half of the original guidance range and contributed to another year of strong free cash flow. Noble’s commercial success continues to build with the recent award of nearly 10 rig years of new bookings comprising $1.3 billion of high quality backlog. Meanwhile, we have continued to sharpen and high-grade our fleet posture and balance sheet with the announced divestitures of six jackups – collectively creating a platform of optimal focus, scale, and financial strength.”
Fourth Quarter Results
Contract drilling services revenue for the fourth quarter of 2025 totaled $705 million compared to $757 million in the prior quarter, with the sequential decrease driven by lower average utilization and dayrates. Marketed fleet utilization was 64% in the three months ended December 31, 2025, compared to 65% in the prior quarter. Contract drilling services costs for the fourth quarter were $471 million, down from $480 million in the prior quarter. Net income (loss) increased to $87 million in the fourth quarter, up from $(21) million in the prior quarter, and Adjusted EBITDA decreased to $232 million in the fourth quarter, down from $254 million in the prior quarter. Net cash provided by operating activities in the fourth quarter was $187 million, Capital
Expenditures were $152 million (including $18 million associated with the termination of the BOPs service agreement), and free cash flow (non-GAAP) was $35 million.
Balance Sheet and Capital Allocation
The Company's balance sheet as of December 31, 2025, reflected total debt principal value of $2 billion and cash (and cash equivalents) of $471 million. Share repurchases for 2025 totaled $20 million, and $318 million in dividends were paid during the year.
Today, Noble’s Board of Directors approved a quarterly interim dividend of $0.50 per share for the first quarter of 2026. This dividend is expected to be paid on March 19, 2026 to shareholders of record at close of business on March 4, 2026. Future quarterly dividends and other shareholder returns will be subject to, amongst other things, approval by the Board of Directors, and may be modified as market conditions dictate.
Operating Highlights and Backlog
Noble's marketed fleet of 24 floaters was 62% contracted through the fourth quarter, compared with 67% in the prior quarter, primarily due to contract rollovers on the Noble BlackRhino and Ocean Apex. Recent backlog additions since last quarter have added 9.3 rig years of total floater backlog and support renewed utilization for four currently idle rigs. Recent dayrate fixtures for Tier-1 drillships have been in the +/- $400,000 range, with 6th generation floater fixtures between the low $300,000s to low $400,000s per day.
Utilization of Noble's 11 marketed jackups was 68% in the fourth quarter versus 60% utilization during the prior quarter. Excluding the six jackups whose divestiture is completed or pending, contracted utilization of Noble’s five ultra-harsh jackups is anticipated to improve from 60% in the first quarter to 100% by early in the third quarter this year.
Subsequent to last quarter’s earnings press release, new contracts with total contract value of over $1.3 billion (including additional services and mobilization payments, but excluding extension options) include the following:
•ExxonMobil has awarded two additional rig years of backlog under the Commercial Enabling Agreement (“CEA”) in Guyana, which has been assigned evenly across the four drillships, extending each rig to February of 2029.
•Noble GreatWhite was awarded a three-year contract with Aker BP in Norway valued at $473 million, including mobilization but excluding additional fees for integrated services and bonus potential.
•Noble Gerry de Souza was awarded a two-year contract with ExxonMobil in Nigeria, valued at $292 million and estimated to commence in mid-2026. Plus three years of optional extensions.
•Noble BlackRhino was awarded a contract for one well with Beacon Offshore Energy in the US Gulf scheduled to commence in March 2026 with an estimated duration of 50 days. The contract includes an option for an additional well with an estimated duration of 100 days.
•Noble Developer was awarded a three-well contract with estimated duration of 240 days with bp in Trinidad scheduled to commence in Q1 2027 at a dayrate of $375,000. Plus options for up to three additional wells with an estimated combined duration of 240 days.
•Noble Endeavor was awarded an 11-well contract with an undisclosed operator in South America, estimated to commence in late 2026 at a dayrate of $300,000 per day plus mobilization and demobilization fees with the potential for additional revenue from a performance incentive provision.
Noble's backlog as of February 11, 2026, stands at $7.5 billion.
Outlook
For the full year 2026, Noble announces a guidance range for Total Revenue of $2,800 to $3,000 million, Adjusted EBITDA in the range of $940 to $1,020 million, and Capital Expenditures between $590 to $640 million. This range of Capital Expenditures includes 50% of the estimated $160 million project capital for the Noble GreatWhite, as well as approximately $25 million of reimbursable capital.
Commenting on Noble’s outlook, Mr. Eifler stated, “Recent improvement in our contract coverage, coupled with ongoing customer dialogue, indicate a likelihood of a tightening market as we progress through this year. While 2026 is anticipated to be a transitional year from an earnings perspective, the foundation for a meaningful inflection is becoming increasingly tangible, supported by the unique circumstance of our 2027 backlog now already eclipsing current year backlog. In the meantime, we remain highly focused on safe and efficient service delivery for our customers, and a compelling return of capital proposition for shareholders.”
Due to the forward-looking nature of Adjusted EBITDA, management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measure, net income. Accordingly, the Company is unable to present a quantitative reconciliation of such forward-looking non-GAAP
financial measure to the most directly comparable forward-looking GAAP financial measure without unreasonable effort. The unavailable information could have a significant effect on Noble’s full year 2026 GAAP financial results.
Conference Call
Noble will host a conference call related to its fourth quarter 2025 results on Thursday, February 12, 2026, at 8:00 a.m. U.S. Central Time. Interested parties may dial +1 888-500-3691 and refer to conference ID 31391 approximately 15 minutes prior to the scheduled start time. Additionally, a live webcast link will be available on the Investor Relations section of the Company’s website. A webcast replay will be accessible for a limited time following the scheduled call.
For additional information, visit www.noblecorp.com or e-mail investors@noblecorp.com.
Contact Noble Corporation plc
Ian Macpherson
Vice President - Investor Relations
+1 713-239-6019
imacpherson@noblecorp.com
About Noble Corporation plc
Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide. Additional information on Noble is available at www.noblecorp.com.
Forward-looking Statements
This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this communication are forward looking statements, including, but not limited to, those regarding future guidance, including revenue, earnings and earnings per share, EBITDA and adjusted EBITDA, margins, leverage, operating results, expenses, tax rates and deferred taxes, the offshore drilling market and demand fundamentals, costs, amount, effect or timing of cost savings, debt, the benefits or results of asset dispositions, cash flows and free cash flow expectations, capital expenditures and capital allocations expectations, including planned dividends and share repurchases, contract backlog, including projections for the achievement of performance incentives, rig demand, contract awards and expected future contracts, options or extensions on existing contracts, anticipated contract start dates, major project schedules, dayrates and duration, customer actions, needs and the general customer landscape, projections, strategies and objectives of management for current or future operations and business, any asset sales or the retirement of rigs, access to capital, fleet condition, utilization and strategy, timing and amount of insurance recoveries, current or future market outlook and current or future economic trends or events and their impact on the Company, 2026 financial guidance and any statements or descriptions of assumptions underlying any of the above. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words “guidance,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “intend,” “likely,” “likelihood,” “may,” “might,” “on track,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “achieve,” “shall,” “seek,” “strategy,” “target,” “will” and similar expressions are intended to be among the statements that identify forward looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks, uncertainties and assumptions that could affect our business, operating results, and financial condition include, but are not limited to, market conditions and changes in customer demand, the level of activity in the oil and gas industry and the offshore contract drilling industry, current and future prices of oil and gas, customer actions and new or substitute customer contracts, realization of our current backlog of contract drilling revenue, operating hazards, natural disasters, seasonal weather events and related damages or liabilities, risks relating to operations in international locations, upgrades, refurbishment, operation, and maintenance of our rigs and related operational interruptions and delays, sales of drilling units, supplier capacity constraints or shortages, nonperformance by third-parties, suppliers and subcontractors, regulatory changes, the impact of governmental laws and regulations on our costs and the offshore drilling
industry, potential impacts, liabilities and costs from pending or potential investigations, claims and tax or other disputes, and other factors, including those detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend or buyback program will be declared or continued.
The duration and timing (including both starting and ending dates) of the customer contracts are estimates only, and customer contracts are subject to cancellation, suspension, delays for a variety of reasons, and for certain customers, reallocation of term among contracted rigs, including some beyond Noble's control. The contract backlog represents the maximum contract drilling revenues that can be earned when only considering the contractual operating dayrate in effect during the firm contract period. The actual average dayrate will depend upon a number of factors (e.g., rig downtime, suspension of operations, etc.) including some beyond Noble's control. The dayrates do not include revenue for mobilizations, demobilizations, upgrades, contract preparation, shipyards, or recharges, unless specifically otherwise stated. Dayrates do not generally include revenue for performance incentives, with the exception of approximately 40% assumed performance revenue realized on a combined basis under certain long-term contracts with Shell (US) and TotalEnergies (Suriname).
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Operating revenues | ||||||||
| Contract drilling services | $ | 705,297 | $ | 882,089 | $ | 3,107,207 | $ | 2,918,767 |
| Reimbursables and other | 59,115 | 45,252 | 178,361 | 139,051 | ||||
| 764,412 | 927,341 | 3,285,568 | 3,057,818 | |||||
| Operating costs and expenses | ||||||||
| Contract drilling services | 471,131 | 527,251 | 1,915,551 | 1,687,164 | ||||
| Reimbursables | 45,698 | 36,283 | 136,389 | 105,479 | ||||
| Depreciation and amortization | 147,987 | 141,279 | 585,469 | 428,626 | ||||
| General and administrative | 29,662 | 31,273 | 133,147 | 140,499 | ||||
| Merger and integration costs | 4,015 | 20,261 | 26,382 | 109,424 | ||||
| (Gain) loss on sale of operating assets, net | 1,397 | — | (9,586) | (17,357) | ||||
| Loss on impairment | 21,962 | — | 82,664 | — | ||||
| 721,852 | 756,347 | 2,870,016 | 2,453,835 | |||||
| Operating income (loss) | 42,560 | 170,994 | 415,552 | 603,983 | ||||
| Other income (expense) | ||||||||
| Interest expense, net of amount capitalized | (41,449) | (39,720) | (162,403) | (94,211) | ||||
| Interest income and other, net | 12,678 | (6,812) | 19,953 | (17,438) | ||||
| Income (loss) before income taxes | 13,789 | 124,462 | 273,102 | 492,334 | ||||
| Income tax benefit (provision) | 72,848 | (27,814) | (56,385) | (43,981) | ||||
| Net income (loss) | $ | 86,637 | $ | 96,648 | $ | 216,717 | $ | 448,353 |
| Basic earnings (loss) per share | $ | 0.55 | $ | 0.60 | $ | 1.36 | $ | 3.01 |
| Diluted earnings (loss) per share | $ | 0.54 | $ | 0.59 | $ | 1.35 | $ | 2.96 |
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 471,399 | $ | 247,303 |
| Accounts receivable, net | 589,597 | 796,961 | ||
| Prepaid expenses and other current assets | 211,286 | 344,600 | ||
| Total current assets | 1,272,282 | 1,388,864 | ||
| Property and equipment, at cost | 6,639,045 | 6,904,731 | ||
| Accumulated depreciation | (1,236,222) | (868,914) | ||
| Property and equipment, net | 5,402,823 | 6,035,817 | ||
| Other assets | 854,662 | 540,087 | ||
| Total assets | $ | 7,529,767 | $ | 7,964,768 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities | ||||
| Accounts payable | $ | 298,751 | $ | 397,622 |
| Accrued payroll and related costs | 81,754 | 116,877 | ||
| Other current liabilities | 379,224 | 425,863 | ||
| Total current liabilities | 759,729 | 940,362 | ||
| Long-term debt | 1,975,791 | 1,980,186 | ||
| Other liabilities | 245,397 | 384,254 | ||
| Noncurrent contract liabilities | — | 8,580 | ||
| Total liabilities | 2,980,917 | 3,313,382 | ||
| Commitments and contingencies | ||||
| Total shareholders’ equity | 4,548,850 | 4,651,386 | ||
| Total liabilities and equity | $ | 7,529,767 | $ | 7,964,768 |
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Twelve Months Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities | ||||
| Net income (loss) | $ | 216,717 | $ | 448,353 |
| Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||||
| Depreciation and amortization | 585,469 | 428,626 | ||
| Amortization of intangible assets and contract liabilities, net | (8,365) | (60,032) | ||
| (Gain) loss on sale of operating assets, net | (9,586) | (17,357) | ||
| Loss on impairment | 82,664 | — | ||
| Other operating activities | 84,779 | (144,115) | ||
| Net cash provided by (used in) operating activities | 951,678 | 655,475 | ||
| Cash flows from investing activities | ||||
| Capital expenditures | (519,523) | (575,315) | ||
| Proceeds from insurance claims | 22,254 | 23,297 | ||
| Cash acquired (used in) business combinations, net | — | (417,041) | ||
| Proceeds from disposal of assets, net | 147,201 | 10,040 | ||
| Net cash provided by (used in) investing activities | (350,068) | (959,019) | ||
| Cash flows from financing activities | ||||
| Issuance of debt | — | 824,000 | ||
| Borrowing on credit facilities | — | 35,000 | ||
| Repayments of credit facilities | — | (35,000) | ||
| Debt issuance costs | — | (10,002) | ||
| Warrants exercised | 44 | 1,443 | ||
| Share repurchases | (20,000) | (299,989) | ||
| Dividend payments | (320,368) | (277,831) | ||
| Withholding tax related to employee stock transactions | (9,669) | (66,057) | ||
| Finance lease payments | (23,936) | (6,064) | ||
| Other | — | 22,578 | ||
| Net cash provided by (used in) financing activities | (373,929) | 188,078 | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 227,681 | (115,466) | ||
| Cash, cash equivalents and restricted cash, beginning of period | 252,279 | 367,745 | ||
| Cash, cash equivalents and restricted cash, end of period | $ | 479,960 | $ | 252,279 |
NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
| Average Rig Utilization | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | |||||||||
| December 31, 2025 | September 30, 2025 | December 31, 2024 | |||||||
| Floaters | 59 | % | 65 | % | 68 | % | |||
| Jackups | 68 | % | 54 | % | 82 | % | |||
| Total | 62 | % | 61 | % | 73 | % | |||
| Operating Days | |||||||||
| Three Months Ended | |||||||||
| December 31, 2025 | September 30, 2025 | December 31, 2024 | |||||||
| Floaters | 1,363 | 1,488 | 1,713 | ||||||
| Jackups | 689 | 627 | 978 | ||||||
| Total | 2,052 | 2,115 | 2,691 | ||||||
| Average Dayrates | |||||||||
| Three Months Ended | |||||||||
| December 31, 2025 | September 30, 2025 | December 31, 2024 | |||||||
| Floaters | $ | 410,840 | $ | 423,489 | $ | 419,909 | |||
| Jackups | 211,179 | 202,982 | 152,419 | ||||||
| Total | $ | 343,777 | $ | 358,126 | $ | 322,746 |
NOBLE CORPORATION plc AND SUBSIDIARIES
CALCULATION OF BASIC AND DILUTED NET INCOME/(LOSS) PER SHARE
(In thousands, except per share amounts)
(Unaudited)
The following tables presents the computation of basic and diluted earnings (loss) per share:
| Three Months Ended<br>December 31, | Twelve Months Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Numerator: | ||||||||
| Net income (loss) | $ | 86,637 | $ | 96,648 | $ | 216,717 | $ | 448,353 |
| Denominator: | ||||||||
| Weighted average shares outstanding - basic | 158,851 | 160,257 | 158,872 | 148,733 | ||||
| Dilutive effect of share-based awards | 535 | 1,512 | 535 | 1,512 | ||||
| Dilutive effect of warrants | 886 | 1,048 | 795 | 1,394 | ||||
| Weighted average shares outstanding - diluted | 160,272 | 162,817 | 160,202 | 151,639 | ||||
| Earnings (loss) per share data: | ||||||||
| Basic | $ | 0.55 | $ | 0.60 | $ | 1.36 | $ | 3.01 |
| Diluted | $ | 0.54 | $ | 0.59 | $ | 1.35 | $ | 2.96 |
NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
Certain non-GAAP measures and corresponding reconciliations to GAAP financial measures for the Company have been provided for meaningful comparisons between current results and prior operating periods. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles.
The Company defines “Adjusted EBITDA” as net income (loss) adjusted for interest expense, net of amounts capitalized; interest income and other, net; income tax benefit (provision); and depreciation and amortization expense, as well as, if applicable, gain (loss) on extinguishment of debt, net; losses on economic impairments; amortization of intangible assets and contract liabilities, net; restructuring and similar charges; costs related to mergers and integrations; and certain other infrequent operational events. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating performance. We prepare Adjusted Net Income (Loss) by eliminating from Net Income (Loss) the impact of a number of non-recurring items we do not consider indicative of our on-going performance. We prepare Adjusted Diluted Earnings (Loss) per Share by eliminating from Diluted Earnings (Loss) per Share the impact of a number of non-recurring items we do not consider indicative of our on-going performance. Similar to Adjusted EBITDA, we believe these measures help identify underlying trends that could otherwise be masked by the effect of the non-recurring items we exclude in the measure.
The Company also discloses free cash flow as a non-GAAP liquidity measure. Free cash flow is calculated as Net cash provided by (used in) operating activities less cash paid for capital expenditures. We believe Free Cash Flow is useful to investors because it measures our ability to generate or use cash. Once business needs and obligations are met, this cash can be used to reinvest in the company for future growth or to return to shareholders through dividend payments or share repurchases. We may have certain obligations such as non-discretionary debt service that are not deducted from the measure. Such business needs, obligations, and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses including return of capital.
We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management team for financial and operational decision-making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.
These non-GAAP adjusted measures should be considered in addition to, and not as a substitute for, or superior to, contract drilling revenue, contract drilling costs, contract drilling margin, average daily revenue, operating income, cash flows from operations, or other measures of financial performance prepared in accordance with GAAP. Please see the following non-GAAP Financial Measures and Reconciliations for a complete description of the adjustments.
NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
| Reconciliation of Adjusted EBITDA | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Twelve Months Ended | |||||||||||
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||||
| Net income (loss) | $ | 86,637 | $ | (21,095) | $ | 96,648 | $ | 216,717 | $ | 448,353 | ||
| Income tax (benefit) provision | (72,848) | 31,731 | 27,814 | 56,385 | 43,981 | |||||||
| Interest expense, net of amounts capitalized | 41,449 | 40,490 | 39,720 | 162,403 | 94,211 | |||||||
| Interest income and other, net | (12,678) | (726) | 6,812 | (19,953) | 17,438 | |||||||
| Depreciation and amortization | 147,987 | 147,260 | 141,279 | 585,469 | 428,626 | |||||||
| Amortization of intangible assets and contract liabilities, net | — | — | (13,452) | (8,365) | (60,032) | |||||||
| Costs incurred in connection with contract termination | 14,500 | — | — | 14,500 | — | |||||||
| Merger and integration costs | 4,015 | 2,145 | 20,261 | 26,382 | 109,424 | |||||||
| (Gain) loss on sale of operating assets, net | 1,397 | (6,232) | — | (9,586) | (17,357) | |||||||
| Loss on impairment | 21,962 | 60,702 | — | 82,664 | — | |||||||
| Adjusted EBITDA | $ | 232,421 | $ | 254,275 | $ | 319,082 | $ | 1,106,616 | $ | — | $ | 1,064,644 |
| Reconciliation of Adjusted Income Tax Benefit (Provision) | ||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||||
| Income tax benefit (provision) | $ | 72,848 | $ | (31,731) | $ | (27,814) | $ | (56,385) | $ | (43,981) | ||
| Adjustments | ||||||||||||
| Amortization of intangible assets and contract liabilities, net | — | — | 859 | — | 1,108 | |||||||
| Costs incurred in connection with contract termination | (2,231) | — | — | (2,231) | — | |||||||
| Discrete tax items | (111,897) | (5,280) | (17,415) | (212,601) | (136,698) | |||||||
| Total adjustments | (114,128) | (5,280) | (16,556) | (214,832) | (135,590) | |||||||
| Adjusted income tax benefit (provision) | $ | (41,280) | $ | (37,011) | $ | (44,370) | $ | (271,217) | $ | (179,571) |
NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
| Reconciliation of Adjusted Net Income (Loss) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Twelve Months Ended | |||||||||
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Net income (loss) | $ | 86,637 | $ | (21,095) | $ | 96,648 | $ | 216,717 | $ | 448,353 |
| Adjustments | ||||||||||
| Amortization of intangible assets and contract liabilities, net | — | — | (12,593) | (8,365) | (58,924) | |||||
| Joint taxation scheme compensation | — | — | 4,018 | — | 4,018 | |||||
| Merger and integration costs | 4,015 | 2,145 | 20,261 | 26,382 | 109,424 | |||||
| (Gain) loss on sale of operating assets, net | 1,397 | (6,232) | — | (9,586) | (17,357) | |||||
| Loss on impairment | 21,962 | 60,702 | — | 82,664 | — | |||||
| Costs incurred in connection with contract termination | 12,269 | — | — | 12,269 | — | |||||
| Discrete tax items | (111,897) | (5,280) | (17,415) | (212,601) | (136,698) | |||||
| Total adjustments | (72,254) | 51,335 | (5,729) | (109,237) | (99,537) | |||||
| Adjusted net income (loss) | $ | 14,383 | $ | 30,240 | $ | 90,919 | $ | 107,480 | $ | 348,816 |
| Reconciliation of Adjusted Diluted EPS | ||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Unadjusted diluted EPS | $ | 0.54 | $ | (0.13) | $ | 0.59 | $ | 1.35 | $ | 2.96 |
| Adjustments | ||||||||||
| Amortization of intangible assets and contract liabilities, net | — | — | (0.08) | (0.05) | (0.39) | |||||
| Joint taxation scheme compensation | — | — | 0.02 | — | 0.03 | |||||
| Merger and integration costs | 0.02 | 0.01 | 0.12 | 0.16 | 0.72 | |||||
| (Gain) loss on sale of operating assets, net | 0.01 | (0.04) | — | (0.06) | (0.11) | |||||
| Loss on impairment | 0.14 | 0.38 | — | 0.52 | — | |||||
| Costs incurred in connection with contract termination | 0.08 | — | — | 0.08 | — | |||||
| Discrete tax items | (0.70) | (0.03) | (0.09) | (1.33) | (0.91) | |||||
| Total adjustments | (0.45) | 0.32 | (0.03) | (0.68) | (0.66) | |||||
| Adjusted diluted EPS | $ | 0.09 | $ | 0.19 | $ | 0.56 | $ | 0.67 | $ | 2.30 |
| Reconciliation of Free Cash Flow and Capital Expenditures, net of Proceeds from Insurance Claims | ||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||
| December 31,<br>2025 | September 30,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | ||||||
| Net cash provided by (used in) operating activities | $ | 187,125 | $ | 277,136 | $ | 136,214 | $ | 951,678 | $ | 655,475 |
| Capital expenditures | (151,747) | (137,659) | (140,662) | (519,523) | (575,315) | |||||
| Proceeds from insurance claims | 53 | — | 6,871 | 22,254 | 23,297 | |||||
| Free cash flow | $ | 35,431 | $ | 139,477 | $ | 2,423 | $ | 454,409 | $ | 103,457 |
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Noble Corporation plc Fourth Quarter 2025 Earnings Conference Call February 12, 2026
Disclaimer Forward-Looking Statements This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this communication are forward looking statements, including, but not limited to, those regarding future guidance about Noble Corporation plc (“Noble” or the “Company”), including revenue, earnings and earnings per share, EBITDA and adjusted EBITDA, margins, leverage, operating results, expenses, tax rates and deferred taxes, the offshore drilling market and demand fundamentals, costs, amount, effect or timing of cost savings, debt, the benefits or results of asset dispositions, cash flows and free cash flow expectations, capital expenditures and capital allocations expectations, including planned dividends and share repurchases, contract backlog, including projections for the achievement of performance incentives, rig demand, contract awards and expected future contracts, options or extensions on existing contracts, anticipated contract start dates, major project schedules, dayrates and duration, customer actions, needs and the general customer landscape, projections, strategies and objectives of management for current or future operations and business, any asset sales or the retirement of rigs, access to capital, fleet condition, utilization and strategy, timing and amount of insurance recoveries, current or future market outlook and current or future economic trends or events and their impact on the Company, 2026 financial guidance and any statements or descriptions of assumptions underlying any of the above. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words “guidance,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “intend,” “likely,” “likelihood,” “may,” “might,” “on track,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “achieve,” “shall,” “seek,” “strategy,” “target,” “will” and similar expressions are intended to be among the statements that identify forward looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks, uncertainties and assumptions that could affect our business, operating results, and financial condition include, but are not limited to, market conditions and changes in customer demand, the level of activity in the oil and gas industry and the offshore contract drilling industry, current and future prices of oil and gas, customer actions and new or substitute customer contracts, realization of our current backlog of contract drilling revenue, operating hazards, natural disasters, seasonal weather events and related damages or liabilities, risks relating to operations in international locations, upgrades, refurbishment, operation, and maintenance of our rigs and related operational interruptions and delays, sales of drilling units, supplier capacity constraints or shortages, nonperformance by third-parties, suppliers and subcontractors, regulatory changes, the impact of governmental laws and regulations on our costs and the offshore drilling industry, potential impacts, liabilities and costs from pending or potential investigations, claims and tax or other disputes, and other factors, including those detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend or buyback program will be declared or continued. Non-GAAP Measures This presentation includes certain financial measures that we use to describe the Company's performance that are not in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The non-GAAP information presented herein provides investors with additional useful information but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. The Company defines "Adjusted EBITDA" as net income adjusted for interest expense, net of amounts capitalized; interest income and other, net; income tax benefit (provision); and depreciation and amortization expense, as well as, if applicable, gain (loss) on extinguishment of debt, net; losses on economic impairments; restructuring and similar charges; costs related to mergers and integrations; and certain other infrequent operational events. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating performance. The Company defines net debt as indebtedness minus cash and cash equivalents; free cash flow as net cash provided by (used in) operating activities less capital expenditures net of proceeds from insurance claims; adjusted EBITDA margin as adjusted EBITDA divided by total revenues; and net leverage as net debt divided by annualized adjusted EBITDA from the most recently reported quarter. Noble believes these metrics and performance measures are widely used by the investment community and are useful in comparing investments among upstream oil and gas companies in making investment decisions or recommendations. These measures may have differing calculations among companies and investment professionals and a non-GAAP measure should not be considered in isolation or as a substitute for the related GAAP measure or any other measure of a company’s financial or operating performance presented in accordance with GAAP. Please see the Appendix to this communication for more information regarding the non-GAAP measures in this communication. Additionally, due to the forward-looking nature of Adjusted EBITDA, annualized and/or run-rate EBITDA, annualized and/or run-rate free cash flow, cash taxes and capital expenditures (net of reimbursements), management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measure. Accordingly, the company is unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measure to the most directly comparable forward-looking GAAP financial measure without unreasonable effort. Contract Backlog The duration and timing (including both starting and ending dates) of the customer contracts are estimates only, and customer contracts are subject to cancellation, suspension, delays for a variety of reasons, and for certain customers, reallocation of term among contracted rigs, including some beyond Noble’s control. The contract backlog represents the maximum contract drilling revenues that can be earned when only considering the contractual operating dayrate in effect during the firm contract period. The actual average dayrate will depend upon a number of factors (e.g., rig downtime, suspension of operations, etc.) including some beyond Noble’s control. The dayrates do not include revenue for mobilizations, demobilizations, upgrades, contract preparation, shipyards or recharges, unless specifically otherwise stated. Dayrates do not generally include revenue for performance incentives, with the exception of approximately 40% assumed performance revenue realized on a combined basis under certain long-term contracts with Shell (US) and TotalEnergies (Suriname). 2
Summary Jackup Sales – Unlocking Capital and Sharpening Focus $360M Borr Drilling transaction closed in January | $64M Ocean Oilfield transaction pending close in Q3 (2) $1.3B in New Contracts and Strategic Entry into NCS Floater Market (1) GreatWhite, Gerry de Souza, CEA extension, Endeavor, Developer, BlackRhino 2026 Outlook: Adjusted EBITDA $940M - $1,020M Total Revenues $2,800M - $3,000M | Capital Expenditures $590M to $640M (3) Q4 Adjusted EBITDA of $232M, Free Cash Flow of $35M FY 2025: $1,106M Adjusted EBITDA, $454M Free Cash Flow 3 Consistent Return of Capital Program $340M returned to shareholders in 2025, Q1 2026 dividend maintained at $0.50 per share 1) New contracts since 10/27/2025 fleet status report. 2) 30% deposit from Ocean Oilfield transaction was received in Q4 2025. 3) Includes 50% of the estimated $160 million project capital for the Noble GreatWhite, as well as approximately $25 million of reimbursable CapEx.
Fourth Quarter Financial Highlights Adjusted EBITDA $232M $254M Capital expenditures $152M $138M Free cash flow $35M $139M Net debt $1,504M $1,499M Backlog $7.5B $7.0B Adjusted EBITDA margin 30% 32% Net Leverage 1.4x 1.3x 4 Prior quarter figures for Q3 2025 shown below. Liquidity $1,015M $1,010M
Current Backlog Stands at $7.5 Billion 2026 2027 2028 Floaters Jackups 66% 41%61% Percentage of available days committed (1) Backlog ($B) and Contract Coverage 5 2.3 2.3 1.7 1) Committed days on total marketed fleet of 29 rigs, as of 2/11/2026. 2029-2031 1.2 9%
6 Drillships Overview Recent Highlights • Gerry de Souza: 2-year contract with ExxonMobil in Nigeria • BlackHawk: 1-well plus option with Beacon in the U.S. Gulf • CEA: four Guyana rigs extended by 6 months each to Feb-29 Firm contract period Options As of 1/26/2026 fleet status report. 2026 2027 2028 J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D Noble Sam Croft Noble Don Taylor Noble Bob Douglas Noble Voyager Noble BlackHawk Noble BlackHornet Noble BlackLion Noble BlackRhino Noble Globetrotter I Noble Venturer Noble Gerry de Souza Noble Tom Madden Noble Valiant Noble Viking Noble Stanley Lafosse Noble Faye Kozack
7 Semisubmersibles and Jackups Overview Firm contract period Options As of 1/26/2026 fleet status report. 2026 2027 2028 J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D Noble Integrator Noble Interceptor Noble Discoverer Noble Invincible Ocean GreatWhite Semisubmersibles Noble Developer Noble Courage Ocean Apex Noble Endeavor Noble Deliverer Noble Patriot Jackups Noble Innovator Noble Intrepid Recent Highlights • GreatWhite: 3-years with Aker BP in Norway • Endeavor: 11-wells in South America • Developer: 3-wells plus options with bp in Trinidad • Discoverer: 16-wells contract with TotalEnergies in Suriname reassigned from Developer to Discoverer
Financial Overview Year End 12/31/2024 Year End 12/31/2025 Quarter End 9/30/2025 Quarter End 12/31/2025 ($ millions) 3,0583,286798764Revenue 1,0651,107254232Adjusted EBITDA 35%34%32%30%Margin % 448217(21)87Net Income (Loss) 2.961.35(0.13)0.54Diluted EPS 655952277187Cash flow from operations 575520138152Cash paid for capital expenditures 10345413935Free cash flow 1,7331,5041,4991,504Net debt (1) 1.6x1.4x1.3x1.4xNet Leverage (2) 7731,0151,0101,015Liquidity (3) 1) Net debt defined as total indebtedness minus cash and cash equivalents. 2) Net Leverage ratio defined as net debt divided by TTM Adjusted EBITDA for the period. 3) 2/31/2025 liquidity includes $471 million cash and cash equivalents plus $543 million RCF availability net of Letters of Credit outstanding. Non-GAAP to GAAP reconciliations provided on page 10. 8
Revenue 2,800 – 3,000 Adjusted EBITDA 940 – 1,020 Capital Expenditures (1) 590 – 640 Full Year 2026 Guidance $ millions 9 1) Includes 50% of the estimated $160 million project capital for the Noble GreatWhite, as well as approximately $25 million of reimbursable CapEx.
Appendix: Reconciliation to GAAP Measures $ millions 10
