Business Context and Reporting Period
This Form 8-K Current Report was filed by Nabors Industries Ltd. on August 26, 2026. The filing discloses a strategic investment transaction involving the acquisition of preferred stock in Quaise Energy, Inc. ("Quaise") through Nabors' wholly owned indirect subsidiary, Nabors Energy Transition Ventures LLC ("NETV").
Key Financial Metrics and Transaction Details
- Investment Value: Nabors purchased 5,425,515 shares of Quaise Series B-1 Preferred Stock at a price of $6.4510 per share, totaling approximately $35 million.
- Consideration Issued: Nabors issued 391,944 of its own common shares to Quaise as consideration.
- Valuation Basis: The number of Nabors shares issued was calculated by dividing the $35 million transaction value by the volume-weighted average price (VWAP) of Nabors common stock on the NYSE for the three trading days preceding the agreement.
- Collar Mechanism: The agreement includes a price collar for the Nabors shares issued:
- Downside Protection: If the market value of shares sold by Quaise within 20 trading days falls below $33.25 million, Nabors may issue additional shares or cash to make up the difference.
- Upside Cap: If the market value exceeds $36.75 million, Quaise must pay Nabors the excess amount in cash.
Material Changes and Unusual Items
The primary material event is the unregistered sale of equity securities (Item 3.02) and the subsequent issuance of Nabors common shares to Quaise. This represents a new strategic partnership in the energy transition sector. The filing notes that the transaction was structured as a private placement under Section 4(a)(2) of the Securities Act. A Resale Prospectus was filed concurrently to register the resale of the Nabors shares issued to Quaise.
Guidance, Outlook, and Risks
The filing includes a standard cautionary statement regarding forward-looking statements, noting that actual results may differ materially due to risks and uncertainties. No specific financial guidance or operational outlook for Nabors Industries was provided in this specific filing, as the document focuses on the closing of the transaction. The press release announcing the closing (Exhibit 99.1) is incorporated by reference but is not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the impact of the 391,944 newly issued shares on Nabors' total share count and potential dilution.
- Review the attached Press Release (Exhibit 99.1) for strategic rationale and future collaboration details with Quaise Energy.
- Monitor the "Collar Measurement Period" (20 trading days) to determine if the downside protection or upside cap provisions are triggered.
- Confirm the status of the Resale Prospectus filed to register the Nabors shares for resale by Quaise.