NABORS INDUSTRIES LTD Earnings Per Share Disclosure
Note 15 Earnings (Losses) Per Share
ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have nonforfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings (losses) per share. We have granted and expect to continue to grant to employees restricted stock grants that contain nonforfeitable rights to dividends. Such grants are considered participating securities under ASC 260. As such, we are required to include these grants in the calculation of our basic earnings (losses) per share and calculate basic earnings (losses) per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The participating security holders are not contractually obligated to share in losses. Therefore, losses are not allocated to the participating security holders.
Basic earnings (losses) per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented.
Diluted earnings (losses) per share is computed using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing the two-class method for stock options and unvested restricted shares and the if-converted method for the 1.75% senior exchangeable notes due June 2029 as the instrument contains a provision for share settlement.
A reconciliation of the numerators and denominators of the basic and diluted earnings (losses) per share computations is as follows:
Year Ended December 31, |
| |||||||||
2025 | | 2024 | | 2023 |
| |||||
| (In thousands, except per share amounts) |
| ||||||||
BASIC EPS: | ||||||||||
Net income (loss) (numerator): | ||||||||||
Income (loss), net of tax | $ | 374,433 | $ | (87,987) | $ | 49,904 | ||||
Less: net (income) loss attributable to noncontrolling interest |
| (87,809) |
| (88,097) |
| (61,688) | ||||
Less: deemed dividends to SPAC public shareholders |
| (1,000) |
| — |
| (8,638) | ||||
Less: accrued distribution on redeemable noncontrolling interest in subsidiary | (29,136) | (29,723) | (29,824) | |||||||
Less: distributed and undistributed earnings allocated to unvested shareholders | (9,149) | — | — | |||||||
Numerator for basic earnings per share: | ||||||||||
Adjusted income (loss), net of tax - basic | $ | 247,339 | $ | (205,807) | $ | (50,246) | ||||
Weighted-average number of shares outstanding - basic |
| 13,193 |
| 9,202 |
| 9,159 | ||||
Earnings (losses) per share: | ||||||||||
Total Basic | $ | 18.75 | $ | (22.37) | $ | (5.49) | ||||
DILUTED EPS: | ||||||||||
Adjusted income (loss), net of tax - basic | $ | 247,339 | $ | (205,807) | $ | (50,246) | ||||
Add: after tax interest expense of convertible notes | 3,392 | — | — | |||||||
Add: effect of reallocating undistributed earnings of unvested shareholders | 32 | — | — | |||||||
Adjusted income (loss), net of tax - diluted | $ | 250,763 | $ | (205,807) | $ | (50,246) | ||||
Weighted-average number of shares outstanding - basic |
| 13,193 |
| 9,202 |
| 9,159 | ||||
Add: if converted dilutive effect of convertible notes | 1,176 | — | — | |||||||
Add: dilutive effect of potential common shares | 47 | — | — | |||||||
Weighted-average number of shares outstanding - diluted | 14,416 | 9,202 | 9,159 | |||||||
Earnings (losses) per share: | ||||||||||
Total Diluted | $ | 17.39 | $ | (22.37) | $ | (5.49) | ||||
For all periods presented, the computation of diluted earnings (losses) per share excludes shares related to outstanding stock options with exercise prices greater than the average market price of Nabors’ common shares and shares related to the outstanding Warrants when their exercise price or exchange price is higher than the average market price of Nabors’ common shares, because their inclusion would be anti-dilutive and because they are not considered participating securities.
In any period during which the average market price of Nabors’ common shares exceeds the exercise prices of the stock options, such stock options or warrants will be included in our diluted earnings (losses) per share computation using the if-converted method of accounting. Restricted stock is included in our basic and diluted earnings (losses) per share computation using the two-class method of accounting in all periods because such stock is considered participating securities. For periods in which we experience a net loss, all potential common shares have been excluded from the calculation of weighted-average shares outstanding, because their inclusion would be anti-dilutive.
The average number of shares from options and shares related to outstanding Warrants that were excluded from diluted earnings (losses) per share that would potentially dilute earnings per share in the future were as follows (in thousands):
Year Ended December 31, | |||||||||
2025 | | 2024 | | 2023 | |||||
| (In thousands) | ||||||||
Potentially dilutive securities excluded as anti-dilutive | 3,468 | 3,388 | 3,381 | ||||||
Additionally for the years ended December 31, 2024 and 2023, we excluded 1.2 million common shares from the computation of diluted shares related to the conversion of the 1.75% senior exchangeable notes due June 2029, because their effect would be anti-dilutive under the if-converted method, respectively.
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.