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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________________________
FORM 10-Q
_____________________________________________________________________________________________________

☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025
OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
_____________________________________________________________________________________________________
Commission file number: 001-41520
Noble Corporation plc
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________________

England and Wales |  | 98-1644664
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification number)

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
_____________________________________________________________________________________________________
_______________________________________________________________________________________________
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☑ |  | Accelerated filer | ☐
Non-accelerated filer | ☐ |  | Smaller reporting company | ☐
|  |  | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☑ No ☐
Number of shares outstanding at October 24, 2025: Noble Corporation plc - 158,846,719

TABLE OF CONTENTS

|  |  |  | Page
PART I |  | FINANCIAL INFORMATION |  |
Item 1. |  | Financial Statements (Unaudited) |  |
|  | Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024 |  | 3
|  | Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 |  | 4
|  | Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 |  | 5
|  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 |  | 6
|  | Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024 |  | 7
|  | Notes to Unaudited Condensed Consolidated Financial Statements |  | 9
Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 20
Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk |  | 36
Item 4. |  | Controls and Procedures |  | 36
PART II |  | OTHER INFORMATION |  |
Item 1. |  | Legal Proceedings |  | 37
Item 1A. |  | Risk Factors |  | 37
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 37
Item 5. |  | Other Information |  | 37
Item 6. |  | Exhibits |  | 38
|  | Index to Exhibits |  | 39
|  | SIGNATURES |  | 40

2

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)

|  | September 30, 2025 |  | December 31, 2024
ASSETS |  |  |  |
Current assets |  |  |  |
Cash and cash equivalents |  | $ | 477,946 |  |  | $ | 247,303 |
Accounts receivable, net |  | 678,286 |  |  | 796,961 |
Taxes receivable |  | 58,941 |  |  | 56,389 |
Prepaid expenses and other current assets |  | 149,286 |  |  | 288,211 |
Total current assets |  | 1,364,459 |  |  | 1,388,864 |
Property and equipment, at cost |  | 6,981,861 |  |  | 6,904,731 |
Accumulated depreciation |  | (1,250,091) |  |  | (868,914) |
Property and equipment, net |  | 5,731,770 |  |  | 6,035,817 |
Other assets |  | 543,088 |  |  | 540,087 |
Total assets |  | $ | 7,639,317 |  |  | $ | 7,964,768 |
LIABILITIES AND EQUITY |  |  |  |
Current liabilities |  |  |  |
Accounts payable |  | $ | 304,982 |  |  | $ | 397,622 |
Accrued payroll and related costs |  | 98,777 |  |  | 116,877 |
Taxes payable |  | 73,077 |  |  | 78,900 |
Interest payable |  | 75,500 |  |  | 36,075 |
Other current liabilities |  | 226,936 |  |  | 310,888 |
Total current liabilities |  | 779,272 |  |  | 940,362 |
Long-term debt |  | 1,976,919 |  |  | 1,980,186 |
Deferred income taxes |  | 5,478 |  |  | 9,202 |
Noncurrent contract liabilities |  | — |  |  | 8,580 |
Other liabilities |  | 343,534 |  |  | 375,052 |
Total liabilities |  | 3,105,203 |  |  | 3,313,382 |
Commitments and contingencies (Note 10) |  |  |  |
Shareholders’ equity |  |  |  |
Common stock, $0.00001 par value; 158,846,431 and 158,946,711 ordinary shares outstanding as of September 30, 2025, and December 31, 2024, respectively |  | 1 |  |  | 1 |
Additional paid-in capital |  | 4,249,587 |  |  | 4,236,172 |
Retained earnings |  | 280,082 |  |  | 411,244 |
Accumulated other comprehensive income (loss) |  | 4,444 |  |  | 3,969 |
Total shareholders’ equity |  | 4,534,114 |  |  | 4,651,386 |
Total liabilities and equity |  | $ | 7,639,317 |  |  | $ | 7,964,768 |

See accompanying notes to the unaudited condensed consolidated financial statements.
3

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Operating revenues |  |  |  |  |  |  |  |
Contract drilling services |  | $ | 757,405 |  |  | $ | 763,543 |  |  | $ | 2,401,910 |  |  | $ | 2,036,678 |
Reimbursables and other |  | 40,612 |  |  | 37,006 |  |  | 119,246 |  |  | 93,799 |
|  | 798,017 |  |  | 800,549 |  |  | 2,521,156 |  |  | 2,130,477 |
Operating costs and expenses |  |  |  |  |  |  |  |
Contract drilling services |  | 479,894 |  |  | 434,192 |  |  | 1,444,420 |  |  | 1,159,913 |
Reimbursables |  | 30,547 |  |  | 28,185 |  |  | 90,691 |  |  | 69,196 |
Depreciation and amortization |  | 147,260 |  |  | 109,879 |  |  | 437,482 |  |  | 287,347 |
General and administrative |  | 33,301 |  |  | 43,596 |  |  | 103,485 |  |  | 109,226 |
Merger and integration costs |  | 2,145 |  |  | 69,214 |  |  | 22,367 |  |  | 89,163 |
(Gain) loss on sale of operating assets, net |  | (6,232) |  |  | — |  |  | (10,983) |  |  | (17,357) |
Loss on impairment |  | 60,702 |  |  | — |  |  | 60,702 |  |  | — |
|  | 747,617 |  |  | 685,066 |  |  | 2,148,164 |  |  | 1,697,488 |
Operating income (loss) |  | 50,400 |  |  | 115,483 |  |  | 372,992 |  |  | 432,989 |
Other income (expense) |  |  |  |  |  |  |  |
Interest expense, net of amounts capitalized |  | (40,490) |  |  | (24,951) |  |  | (120,954) |  |  | (54,491) |
Interest income and other, net |  | 726 |  |  | 2,292 |  |  | 7,275 |  |  | (10,626) |
Income (loss) before income taxes |  | 10,636 |  |  | 92,824 |  |  | 259,313 |  |  | 367,872 |
Income tax benefit (provision) |  | (31,731) |  |  | (31,608) |  |  | (129,233) |  |  | (16,167) |
Net income (loss) |  | $ | (21,095) |  |  | $ | 61,216 |  |  | $ | 130,080 |  |  | $ | 351,705 |
Per share data |  |  |  |  |  |  |  |
Basic: |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (0.13) |  |  | $ | 0.41 |  |  | $ | 0.82 |  |  | $ | 2.43 |
Diluted: |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (0.13) |  |  | $ | 0.40 |  |  | $ | 0.80 |  |  | $ | 2.37 |

See accompanying notes to the unaudited condensed consolidated financial statements.
4

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Net income (loss) |  | $ | (21,095) |  |  | $ | 61,216 |  |  | $ | 130,080 |  |  | $ | 351,705 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |
Net changes in pension and other postretirement plan assets and benefit obligations, net of tax provision (benefit) of $9 and $6 for the three months ended September 30, 2025 and 2024, respectively, and $27 and $16 for the nine months ended September 30, 2025 and 2024, respectively. |  | (71) |  |  | 432 |  |  | 475 |  |  | 453 |
Other comprehensive income (loss), net |  | (71) |  |  | 432 |  |  | 475 |  |  | 453 |
Comprehensive income (loss) |  | $ | (21,166) |  |  | $ | 61,648 |  |  | $ | 130,555 |  |  | $ | 352,158 |

See accompanying notes to the unaudited condensed consolidated financial statements.
5

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|  | Nine Months Ended September 30,
|  | 2025 |  | 2024
Cash flows from operating activities |  |  |  |
Net income (loss) |  | $ | 130,080 |  |  | $ | 351,705 |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: |  |  |  |
Depreciation and amortization |  | 437,482 |  |  | 287,347 |
Amortization of intangible assets and contract liabilities, net |  | (8,366) |  |  | (46,580) |
(Gain) loss on sale of operating assets, net |  | (10,983) |  |  | (17,357) |
Loss on impairment |  | 60,702 |  |  | — |
Deferred income taxes |  | (70,454) |  |  | (60,151) |
Amortization of share-based compensation |  | 23,087 |  |  | 35,959 |
Other costs, net |  | (4,492) |  |  | (10,157) |
Net changes in operating assets and liabilities |  | 207,497 |  |  | (21,505) |
Net cash provided by (used in) operating activities |  | 764,553 |  |  | 519,261 |
Cash flows from investing activities |  |  |  |
Capital expenditures |  | (367,776) |  |  | (434,653) |
Proceeds from insurance claims |  | 22,201 |  |  | 16,426 |
Cash paid in stock-based business combination, net |  | — |  |  | (400,458) |
Proceeds from disposal of assets, net |  | 101,898 |  |  | 4,885 |
Net cash provided by (used in) investing activities |  | (243,677) |  |  | (813,800) |
Cash flows from financing activities |  |  |  |
Issuance of debt |  | — |  |  | 824,000 |
Borrowings on credit facilities |  | — |  |  | 35,000 |
Repayments of credit facilities |  | — |  |  | (35,000) |
Debt issuance costs |  | — |  |  | (10,002) |
Warrants exercised |  | 41 |  |  | 628 |
Share repurchases |  | (20,000) |  |  | (250,000) |
Dividend payments |  | (240,442) |  |  | (198,150) |
Withholding tax related to employee stock transactions |  | (9,713) |  |  | (57,167) |
Finance lease payments |  | (18,525) |  |  | — |
Other |  | — |  |  | 22,578 |
Net cash provided by (used in) financing activities |  | (288,639) |  |  | 331,887 |
Net increase (decrease) in cash, cash equivalents, and restricted cash |  | 232,237 |  |  | 37,348 |
Cash, cash equivalents, and restricted cash, beginning of period |  | 252,279 |  |  | 367,745 |
Cash, cash equivalents, and restricted cash, end of period |  | $ | 484,516 |  |  | $ | 405,093 |

See accompanying notes to the unaudited condensed consolidated financial statements.
6

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)

|  | Shares |  | Additional Paid-in Capital |  | Retained Earnings (Accumulated Deficit) |  | Accumulated Other Comprehensive Income (Loss) |  | Total Equity
|  | Balance |  | Par Value |  |  |  |
Balance at June 30, 2025 |  | 158,823 |  |  | $ | 1 |  |  | $ | 4,242,337 |  |  | $ | 381,474 |  |  | $ | 4,515 |  |  | $ | 4,628,327 |
Employee related equity activity |  |  |  |  |  |  |  |  |  |  |  |
Amortization of share-based compensation |  | — |  |  | — |  |  | 7,513 |  |  | — |  |  | — |  |  | 7,513 |
Issuance of share-based compensation |  | 23 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Shares withheld for taxes on equity transactions |  | — |  |  | — |  |  | (266) |  |  | — |  |  | — |  |  | (266) |
Warrants exercised |  | — |  |  | — |  |  | 3 |  |  | — |  |  | — |  |  | 3 |
Dividends |  | — |  |  | — |  |  | — |  |  | (80,297) |  |  | — |  |  | (80,297) |
Net income (loss) |  | — |  |  | — |  |  | — |  |  | (21,095) |  |  | — |  |  | (21,095) |
Other comprehensive income (loss), net |  | — |  |  | — |  |  | — |  |  | — |  |  | (71) |  |  | (71) |
Balance at September 30, 2025 |  | 158,846 |  |  | $ | 1 |  |  | $ | 4,249,587 |  |  | $ | 280,082 |  |  | $ | 4,444 |  |  | $ | 4,534,114 |
Balance at December 31, 2024 |  | 158,947 |  |  | $ | 1 |  |  | $ | 4,236,172 |  |  | $ | 411,244 |  |  | $ | 3,969 |  |  | $ | 4,651,386 |
Employee related equity activity |  |  |  |  |  |  |  |  |  |  |  |
Amortization of share-based compensation |  | — |  |  | — |  |  | 23,087 |  |  | — |  |  | — |  |  | 23,087 |
Issuance of share-based compensation |  | 635 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Shares withheld for taxes on equity transactions |  | — |  |  | — |  |  | (9,713) |  |  | — |  |  | — |  |  | (9,713) |
Warrants exercised |  | 1 |  |  | — |  |  | 41 |  |  | — |  |  | — |  |  | 41 |
Share repurchases |  | (737) |  |  | — |  |  | — |  |  | (20,000) |  |  | — |  |  | (20,000) |
Dividends |  | — |  |  | — |  |  | — |  |  | (241,242) |  |  | — |  |  | (241,242) |
Net income (loss) |  | — |  |  | — |  |  | — |  |  | 130,080 |  |  | — |  |  | 130,080 |
Other comprehensive income (loss), net |  | — |  |  | — |  |  | — |  |  | — |  |  | 475 |  |  | 475 |
Balance at September 30, 2025 |  | 158,846 |  |  | $ | 1 |  |  | $ | 4,249,587 |  |  | $ | 280,082 |  |  | $ | 4,444 |  |  | $ | 4,534,114 |

See accompanying notes to the unaudited condensed consolidated financial statements.
7

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED
(In thousands)
(Unaudited)

|  | Shares |  | Additional Paid-in Capital |  | Retained Earnings (Accumulated Deficit) |  | Accumulated Other Comprehensive Income (Loss) |  | Total Equity
|  | Balance |  | Par Value |  |  |  |
Balance at June 30, 2024 |  | 142,904 |  |  | $ | 1 |  |  | $ | 3,338,030 |  |  | $ | 643,918 |  |  | $ | 3,053 |  |  | $ | 3,985,002 |
Employee related equity activity |  |  |  |  |  |  |  |  |  |  |  |
Amortization of share-based compensation |  | — |  |  | — |  |  | 21,632 |  |  | — |  |  | — |  |  | 21,632 |
Issuance of share-based compensation |  | 10 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Shares withheld for taxes on equity transactions |  | — |  |  | — |  |  | (3,540) |  |  | — |  |  | — |  |  | (3,540) |
Warrants exercised |  | 126 |  |  | — |  |  | 346 |  |  | — |  |  | — |  |  | 346 |
Share repurchases |  | (6,938) |  |  | — |  |  | — |  |  | (250,000) |  |  | — |  |  | (250,000) |
Issuance of common stock for Diamond Offshore Drilling merger |  | 24,240 |  |  | — |  |  | 879,941 |  |  | — |  |  | — |  |  | 879,941 |
Dividends |  | — |  |  | — |  |  | — |  |  | (10,080) |  |  | — |  |  | (10,080) |
Net income (loss) |  | — |  |  | — |  |  | — |  |  | 61,216 |  |  | — |  |  | 61,216 |
Other comprehensive income (loss), net |  | — |  |  | — |  |  | — |  |  | — |  |  | 432 |  |  | 432 |
Balance at September 30, 2024 |  | 160,342 |  |  | $ | 1 |  |  | $ | 4,236,409 |  |  | $ | 445,054 |  |  | $ | 3,485 |  |  | $ | 4,684,949 |
Balance at December 31, 2023 |  | 140,774 |  |  | $ | 1 |  |  | $ | 3,377,048 |  |  | $ | 541,159 |  |  | $ | 3,032 |  |  | $ | 3,921,240 |
Employee related equity activity |  |  |  |  |  |  |  |  |  |  |  |
Amortization of share-based compensation |  | — |  |  | — |  |  | 35,959 |  |  | — |  |  | — |  |  | 35,959 |
Issuance of share-based compensation |  | 2,058 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Shares withheld for taxes on equity transactions |  | — |  |  | — |  |  | (57,167) |  |  | — |  |  | — |  |  | (57,167) |
Warrants exercised |  | 208 |  |  | — |  |  | 628 |  |  | — |  |  | — |  |  | 628 |
Share repurchases |  | (6,938) |  |  | — |  |  | — |  |  | (250,000) |  |  | — |  |  | (250,000) |
Issuance of common stock for Diamond Offshore Drilling merger |  | 24,240 |  |  | — |  |  | 879,941 |  |  | — |  |  | — |  |  | 879,941 |
Dividends |  | — |  |  | — |  |  | — |  |  | (197,810) |  |  | — |  |  | (197,810) |
Net income (loss) |  | — |  |  | — |  |  | — |  |  | 351,705 |  |  | — |  |  | 351,705 |
Other comprehensive income (loss), net |  | — |  |  | — |  |  | — |  |  | — |  |  | 453 |  |  | 453 |
Balance at September 30, 2024 |  | 160,342 |  |  | $ | 1 |  |  | $ | 4,236,409 |  |  | $ | 445,054 |  |  | $ | 3,485 |  |  | $ | 4,684,949 |

See accompanying notes to the unaudited condensed consolidated financial statements.
8

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 1 — Organization and Basis of Presentation
Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”, the “Company”, or “we”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of the filing date of this report, our fleet of 36 drilling rigs consisted of 25 floaters and 11 jackups.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent, and government-owned or controlled oil and gas companies throughout the world.
The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2024, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2024, audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Note 2 — Acquisitions
Business Combination with Diamond Offshore Drilling
On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). On September 4, 2024 (“the Diamond Closing Date”), Noble completed its acquisition of Diamond. Pursuant to the terms and conditions set forth in the Diamond Merger Agreement, Diamond shareholders received 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond. Total consideration for the acquisition was $1.5 billion, which included $610.3 million in cash paid and $879.9 million in non-cash consideration, primarily related to A ordinary shares, par value $0.00001 per share (“Ordinary Shares”) issued to legacy Diamond shareholders and the replacement of each legacy Diamond performance-vesting and time-vesting restricted stock unit covering shares of Diamond. The Diamond Transaction was accounted for using the acquisition method of accounting under ASC Topic 805, Business Combinations, with Noble being treated as the accounting acquirer.
Pro Forma Financial Information
The following unaudited pro forma summary presents the results of operations as if the Diamond Transaction had occurred on January 1, 2023. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any synergy savings that might have been achieved from combining the operations and is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented.
9

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

|  | Three Months Ended September 30, 2024 |  | Nine Months Ended September 30, 2024
Revenue |  | $ | 997,566 |  |  | $ | 2,854,991 |
Net income (loss) |  | $ | 81,406 |  |  | $ | 369,124 |
Net income (loss) per share: |  |  |  |
Basic |  | $ | 0.41 |  |  | $ | 1.92 |
Diluted |  | $ | 0.40 |  |  | $ | 1.86 |

The pro forma results include, among others, (i) a reduction in Diamond’s historically reported depreciation expense related to adjustments of property and equipment values, (ii) adjustments to reflect certain acquisition related costs incurred directly in connection with the Diamond Transaction as if it had occurred on January 1, 2023, and (iii) net adjustments to increase contract drilling services revenue related to off-market customer contract liabilities recognized in connection with the Diamond Transaction on a pro forma basis.
Note 3 — Accounting Pronouncements
Accounting Standards Adopted
There have been no new accounting standards adopted during the current quarter.
Recently Issued Accounting Standards
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update aims to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers by introducing a practical expedient for all entities. The Company does not expect this pronouncement to have any impact on our consolidated financial statements.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable interest. This update aims to improve the requirements for identifying the accounting acquirer in Topic 805, Business Combinations. The Company does not expect this pronouncement to have any impact on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in the update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU No. 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU No. 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company expects this pronouncement will require changes to our tax reporting processes due to the expanded income tax disclosure requirements, but we do not anticipate the pronouncement will change total reported tax expense, tax assets, or tax liabilities.
10

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 4 — Income (Loss) Per Share
The following table presents the computation of basic and diluted income (loss) per share:

|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Numerator: |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (21,095) |  |  | $ | 61,216 |  |  | $ | 130,080 |  |  | $ | 351,705 |
Denominator: |  |  |  |  |  |  |  |
Weighted average shares outstanding – basic |  | 158,834 |  |  | 149,727 |  |  | 158,879 |  |  | 144,863 |
Dilutive effect of share-based awards |  | — |  |  | 1,877 |  |  | 1,999 |  |  | 1,877 |
Dilutive effect of warrants |  | — |  |  | 1,334 |  |  | 835 |  |  | 1,502 |
Weighted average shares outstanding – diluted |  | 158,834 |  |  | 152,938 |  |  | 161,713 |  |  | 148,242 |
Per share data: |  |  |  |  |  |  |  |
Basic |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (0.13) |  |  | $ | 0.41 |  |  | $ | 0.82 |  |  | $ | 2.43 |
Diluted |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (0.13) |  |  | $ | 0.40 |  |  | $ | 0.80 |  |  | $ | 2.37 |

Only those items having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:

|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Share-based awards |  | 1,999 |  |  | — |  |  | — |  |  | — |
Warrants (1) |  | 3,676 |  |  | 10,242 |  |  | 2,773 |  |  | 10,242 |

(1)Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the Treasury Stock Method, adjusted for mandatory exercise provisions under the warrant agreements, if applicable.
Share Capital
As of September 30, 2025, Noble had approximately 158.8 million Ordinary Shares outstanding as compared to approximately 158.9 million Ordinary Shares outstanding at December 31, 2024. In addition, as of September 30, 2025, 0.9 million Tranche 1 Warrants, 0.9 million Tranche 2 Warrants, and 2.8 million Tranche 3 Warrants were outstanding and exercisable. We also have 5.3 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the Noble Corporation plc 2022 Long-Term Incentive Plan.
Our most recent quarterly dividend payment to shareholders, totaling approximately 79.4 million (or $0.50 per share), was declared on August 5, 2025, and paid on September 25, 2025, to shareholders of record at close of business on September 4, 2025.
The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by our Board of Directors.
11

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Share Repurchases
Under English law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders (except where the purchase is for the purposes of, or pursuant to, any employees’ share scheme). Such purchases may be paid for either (i) out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law or (ii) from the proceeds of a fresh issue of shares made for the purpose of financing the purchase. On October 22, 2024, Noble’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400 million and, at the 2025 annual general meeting of shareholders, shareholders approved the repurchase of up to 23,800,068 Ordinary Shares. The authorization by the Board of Directors has approximately $370 million remaining, does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. None of the 23,800,068 Ordinary Shares authorized for repurchase by shareholders has yet been utilized and the authorization by shareholders expires on May 8, 2030 (subject to certain exceptions). The program does not obligate us to acquire any particular amount of Ordinary Shares. During the three and nine months ended September 30, 2025, we repurchased zero and 0.7 million of our Ordinary Shares, respectively. During the three and nine months ended September 30, 2024, we repurchased 6.9 million of our Ordinary Shares pursuant to such authority. All repurchased shares were subsequently cancelled.
Warrants
The tranche 1 warrants (the “Tranche 1 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the tranche 2 warrants (the “Tranche 2 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant, and the tranche 3 warrants (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant. Warrants originally issued by Diamond Offshore Drilling, Inc. (the “Diamond Warrants”) were exercisable through December 3, 2024, for $5.65 in cash and 0.2316 Ordinary Shares at an exercise price of $29.22 per Diamond Warrant.
Note 5 — Property and Equipment
Property and equipment, at cost, for Noble consisted of the following:

|  | September 30, 2025 |  | December 31, 2024
Drilling equipment and facilities |  | $ | 6,712,461 |  |  | $ | 6,650,034 |
Construction in progress |  | 185,718 |  |  | 197,789 |
Other |  | 83,682 |  |  | 56,908 |
Property and equipment, at cost |  | $ | 6,981,861 |  |  | $ | 6,904,731 |

Capital additions, including capitalized interest, during the three months ended September 30, 2025 and 2024, totaled $134.7 million and $107.7 million, respectively, and during the nine months ended September 30, 2025 and 2024, totaled $339.0 million and $374.3 million, respectively.
During the third quarter of 2025, we sold the Noble Highlander and the Pacific Meltem for net proceeds of $87.5 million, resulting in a gain of $5.6 million.
In August 2025, we announced our intent to dispose of the rigs Noble Globetrotter II and Noble Reacher. As of September 30, 2025, the Noble Globetrotter II and Noble Reacher qualified as held for sale and were included in “Other assets” on our Consolidated Balance Sheet at their combined carrying value of $54.0 million after a recognized aggregate non-cash impairment charge of $60.7 million.
We measured the impairment of the rigs and related assets as the amount by which the carrying amount exceeded the estimated fair value less costs to sell. We estimated the fair value of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including binding contracts or indicative market values for the sale of rigs and related assets for use outside of the drilling industry.
Note 6 — Debt
Amended and Restated Senior Secured Revolving Credit Agreement
In April 2023, Noble entered into the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023, and as amended on June 24, 2024 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II LLC
12

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
(“Noble Finance II”), Noble International Finance Company, Noble Drilling A/S, and certain additional subsidiaries of Noble Finance II as from time to time designated by Noble Finance II, as borrowers, the lenders and issuing banks party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and security trustee. The revolving credit facility under the 2023 Revolving Credit Agreement (the “2023 Revolving Credit Facility”) provides for commitments of $550.0 million with maturity in 2028. The guarantors (the “Guarantors”) under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes (as defined below). As of September 30, 2025, we had no borrowings outstanding and $18.0 million of letters of credit issued under the 2023 Revolving Credit Agreement.
8.000% Senior Notes due 2030
On April 18, 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued $600.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “Initial 2030 Notes”). On August 22, 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “Additional 2030 Notes” and, together with the Initial 2030 Notes, the “2030 Notes”) at a premium of 103% bringing the total outstanding principal amount to $1.4 billion. The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023 (as supplemented or otherwise modified from time to time, the “Noble Indenture”), among Noble Finance II, certain subsidiaries of Noble Finance II party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee, paying agent, and registrar.
The 2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors and will be unconditionally guaranteed on the same basis by certain of Noble Finance II’s future subsidiaries that guarantee certain indebtedness of Noble Finance II and the Guarantors, including the 2023 Revolving Credit Facility.
The 2030 Notes will mature on April 15, 2030, and interest on the 2030 Notes is payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2023, to holders of record on the April 1 and October 1 immediately preceding the related interest payment date, at a rate of 8.000% per annum.
8.500% Senior Secured Second Lien Notes due 2030
On September 21, 2023, Diamond Foreign Asset Company and Diamond Finance, LLC (collectively referred to as the “Issuers”) issued $550.0 million aggregate principal amount of 8.500% Senior Secured Second Lien Notes due October 2030 (the “Diamond Second Lien Notes”) with interest payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2024. The Diamond Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Noble Offshore Drilling, Inc. (formerly known as Dolphin Merger Sub 2, Inc. and as successor by merger with Diamond Offshore Drilling, Inc.) (“NODI”) and each of its existing restricted subsidiaries (other than the Issuers) and by certain of NODI’s future restricted subsidiaries.
The Diamond Second Lien Notes obligate NODI and its subsidiaries to comply with an indenture dated as of September 21, 2023 (as supplemented and otherwise modified from time to time, the “Diamond Second Lien Indenture”), among the Issuers, NODI, certain of its subsidiaries party thereto, as guarantors, and HSBC Bank USA, National Association, as trustee and collateral agent. The Diamond Second Lien Indenture contains covenants that, among other things, restrict NODI’s ability and the ability of certain of its subsidiaries to: (i) incur additional debt and issue certain preferred stock; (ii) incur or create liens; (iii) make certain dividends, distributions, investments, and other restricted payments; (iv) sell or otherwise dispose of certain assets; (v) engage in certain transactions with affiliates; and (vi) merge, consolidate, amalgamate, or sell, transfer, lease, or otherwise dispose of all, or substantially all, of the assets of NODI and such subsidiaries taken as a whole. These covenants are subject to important exceptions and qualifications.
Diamond Credit Agreement
On September 4, 2024, in connection with the closing of the Diamond Transaction, Noble terminated Diamond’s $300.0 million senior secured revolving credit facility under the Diamond Credit Agreement (as defined herein). The revolving commitments under the Diamond Credit Agreement were scheduled to mature on April 22, 2026. At the time of the Diamond Transaction and the termination of the commitments under the Diamond Credit Agreement, Diamond had no outstanding borrowings under the Diamond Credit Agreement.
Fair Value of Debt
Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The fair value of the 2023
13

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Revolving Credit Facility approximates its respective carrying amount as its interest rate is variable and reflective of market rates.
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:

|  | September 30, 2025 |  | December 31, 2024
|  | Carrying Value |  | Estimated Fair Value |  | Carrying Value |  | Estimated Fair Value
Senior secured notes |  |  |  |  |  |  |  |
8.000% Senior Notes due April 2030 |  | $ | 1,401,041 |  |  | $ | 1,449,784 |  |  | $ | 1,401,214 |  |  | $ | 1,414,266 |
8.500% Senior Secured Second Lien Notes due October 2030 |  | 575,878 |  |  | 583,193 |  |  | 578,972 |  |  | 571,428 |
Credit facility |  |  |  |  |  |  |  |
Amended and Restated Senior Secured Revolving Credit Facility |  | — |  |  | — |  |  | — |  |  | — |
Total debt |  | 1,976,919 |  |  | 2,032,977 |  |  | 1,980,186 |  |  | 1,985,694 |
Less: Current maturities of long-term debt |  | — |  |  | — |  |  | — |  |  | — |
Long-term debt |  | $ | 1,976,919 |  |  | $ | 2,032,977 |  |  | $ | 1,980,186 |  |  | $ | 1,985,694 |

Note 7 — Revenue and Customers
Disaggregation of Revenue
The following table provides information about contract drilling services revenue by rig types:

|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Floaters |  | $ | 630,154 |  |  | $ | 605,327 |  |  | 2,007,925 |  |  | 1,617,538 |
Jackups |  | 127,251 |  |  | 158,216 |  |  | 393,985 |  |  | 419,140 |
Total |  | $ | 757,405 |  |  | $ | 763,543 |  |  | $ | 2,401,910 |  |  | $ | 2,036,678 |

Contract Balances
Accounts receivable are recognized when the right to the consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 to 60 days. Customer contract assets and liabilities generally consist of contract costs and deferred revenue resulting from past transactions related to the provision of services under contracts with customers. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets.
Certain direct and incremental costs incurred for upfront preparation, initial rig mobilization, and modifications are costs of fulfilling a contract and are recoverable. These recoverable costs are deferred and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Costs incurred for the demobilization of rigs at contract completion are recognized as incurred during the demobilization process.
Certain of our contracts also include capital rig enhancements used to satisfy our performance obligations. Payments for these modifications are initially recognized as a contract liability and ratably as contract drilling revenue over the initial term of the related drilling contract. The costs are capitalized in accordance with our existing property and equipment accounting policy and depreciated over the estimated useful life of the improvement.
14

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The following table provides information about contract assets and contract liabilities from contracts with customers:

|  | September 30, 2025 |  | December 31, 2024
Current customer contract assets |  | $ | 26,280 |  |  | $ | 26,049 |
Noncurrent customer contract assets |  | 3,907 |  |  | 11,042 |
Total customer contract assets |  | 30,187 |  |  | 37,091 |
Current deferred revenue |  | (47,053) |  |  | (61,506) |
Noncurrent deferred revenue |  | (36,013) |  |  | (40,439) |
Total deferred revenue |  | $ | (83,066) |  |  | $ | (101,945) |

Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2025 and 2024, are as follows:

|  | Contract Assets |  | Contract Liabilities
Net balance at December 31, 2024 |  | $ | 37,091 |  |  | $ | (101,945) |
Additions to deferred costs |  | 33,833 |  |  | — |
Additions to deferred revenue |  | — |  |  | (103,678) |
Amortization of deferred costs |  | (40,737) |  |  | — |
Amortization of deferred revenue |  | — |  |  | 122,557 |
Total |  | (6,904) |  |  | 18,879 |
Net balance at September 30, 2025 |  | $ | 30,187 |  |  | $ | (83,066) |
Net balance at December 31, 2023 |  | $ | 4,416 |  |  | $ | (43,072) |
Additions to deferred costs |  | 43,597 |  |  | — |
Additions to deferred revenue |  | — |  |  | (97,208) |
Amortization of deferred costs |  | (17,088) |  |  | — |
Amortization of deferred revenue |  | — |  |  | 54,411 |
Total |  | 26,509 |  |  | (42,797) |
Net balance at September 30, 2024 |  | $ | 30,925 |  |  | $ | (85,869) |

Off-market Customer Contract Assets and Liabilities
Off-market customer contract assets and liabilities were recognized in connection with the merger, pursuant to a Business Combination Agreement, dated November 10, 2021, as amended, by and among Noble, Noble Finco Limited (n/k/a Noble Corporation plc), Noble Newco Sub Limited, the Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), and the other parties thereto (the “Business Combination with Maersk Drilling”) and the Diamond Transaction, and are included in “Other assets” and “Noncurrent contract liabilities,” respectively.
In connection with the Business Combination with Maersk Drilling, the Company recognized additional fair value adjustments of $23.0 million. As of March 2025, these intangible assets were fully amortized as a reduction of contract drilling services revenue from the closing date of the Business Combination with Maersk Drilling through the remainder of the contracts.
In connection with the Business Combination with Maersk Drilling and the Diamond Transaction, the Company recognized fair value adjustments of $237.7 million and $27.7 million, respectively, related to certain unfavorable customer contracts
15

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
acquired. As of June 2025, these liabilities were fully amortized as an increase to contract drilling services revenue from the closing date of the Business Combination with Maersk Drilling and the Diamond Closing Date, respectively, through the remainder of the contracts.

|  | Unfavorable contacts |  | Favorable contracts |
Balance at December 31, 2024 |  | $ | (8,580) |  |  | $ | 214 |  |
Amortization |  | 8,580 |  |  | (214) |  |
Balance at September 30, 2025 |  | $ | — |  |  | $ | — |  |
Balance at December 31, 2023 |  | $ | (50,863) |  |  | $ | 10,128 |  |
Additions |  | (27,663) |  |  | — |  |
Amortization |  | 55,129 |  |  | (8,549) |  |
Balance at September 30, 2024 |  | $ | (23,397) |  |  | $ | 1,579 |  |

Note 8 — Income Taxes
At September 30, 2025, the Company had deferred tax assets of $272.2 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $5.5 million, inclusive of a valuation allowance of $16.9 million.
During the three months ended September 30, 2025, the Company recognized additional discrete deferred tax benefits of $6.1 million related to releases and adjustments of valuation allowance for deferred tax benefits primarily in Luxembourg.
During the nine months ended September 30, 2025, the Company recognized additional discrete deferred tax benefits of $85.1 million related to releases and adjustments of valuation allowance for deferred tax benefits primarily in Luxembourg.
At September 30, 2024, the Company had deferred tax assets of $340.9 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $8.9 million, inclusive of a valuation allowance of $18.2 million.
During the three months ended September 30, 2024, the Company recognized additional discrete deferred tax benefits of $36.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana and Luxembourg.
During the nine months ended September 30, 2024, the Company recognized additional discrete deferred tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Nigeria, Switzerland, and Luxembourg.
In deriving the above net deferred tax benefits, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the relevant rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts.
At September 30, 2025, the reserves for uncertain tax positions totaled $197.4 million (net of related tax benefits of $16.0 million). At December 31, 2024, the reserves for uncertain tax positions totaled $197.9 million (net of related tax benefits of $3.7 million).
It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits, the expiration of statutes of limitation, or favorable resolutions to ongoing tax litigation.
16

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
During the three months ended September 30, 2025, our tax provision included tax benefits of $6.1 million related to adjustments to valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by recurring quarterly accruals of $37.9 million mostly in Guyana, Luxembourg, Switzerland, and the United States. In October 2025, the Company received a favorable ruling in Ghana regarding certain audit claims; the Company expects to recognize tax benefits of approximately $65.0 million in the fourth quarter of 2025 related to this matter.
During the nine months ended September 30, 2025, our tax provision included tax benefits of $85.1 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $214.3 million mostly in Guyana, Luxembourg, Switzerland, and the United States.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “OBBBA”) was signed into law. The legislation includes significant changes to the US tax code affecting both current and deferred income taxes. Key provisions include the reinstatement of 100% bonus depreciation, modifications to the Section 163(j) interest deduction limitation, and other changes to US taxation of profits derived from foreign operations. The Company believes that the OBBBA should not have a material impact on its consolidated financial statements.
Note 9 — Employee Benefit Plans
Pension costs (gain) include the following components:

|  | Three Months Ended September 30,
|  | 2025 |  | 2024
|  | Non-US |  | US |  | Non-US |  | US
Interest cost |  | $ | 567 |  |  | $ | 2,260 |  |  | $ | 608 |  |  | $ | 2,188 |
Return on plan assets |  | (491) |  |  | (2,147) |  |  | (665) |  |  | (2,311) |
Recognized net actuarial (gain) loss |  | 55 |  |  | (11) |  |  | 28 |  |  | — |
Net pension benefit cost (gain) |  | $ | 131 |  |  | $ | 102 |  |  | $ | (29) |  |  | $ | (123) |
|  | Nine Months Ended September 30,
|  | 2025 |  | 2024
|  | Non-US |  | US |  | Non-US |  | US
Interest cost |  | $ | 1,693 |  |  | $ | 6,779 |  |  | 1,642 |  |  | 6,563 |
Return on plan assets |  | (1,465) |  |  | (6,440) |  |  | (1,796) |  |  | (6,932) |
Recognized net actuarial (gain) loss |  | 163 |  |  | (33) |  |  | 77 |  |  | — |
Net pension benefit cost (gain) |  | $ | 391 |  |  | $ | 306 |  |  | $ | (77) |  |  | $ | (369) |

During the three and nine months ended September 30, 2025, we made a contribution to our pension plans of $2.6 million. During the three and nine months ended September 30, 2024, we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for the three and nine months ended September 30, 2025 and 2024.
Note 10 — Commitments and Contingencies
Tax Matters
Audit claims of approximately $356.4 million at September 30, 2025, attributable to income and other business taxes remain outstanding and are under continued objection by Noble. Such audit claims are mostly attributable to Brazil and remain under continued monitoring and evaluation on a quarterly basis as facts change and as audits and/or litigation continue to progress. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our consolidated financial statements.
We operate in numerous countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe
17

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
have a greater than 50% likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.
Services Agreement
In February 2016, Diamond entered into a ten-year agreement with a subsidiary of Baker Hughes Company (formerly named Baker Hughes, a GE company) to provide services with respect to certain blowout preventer and related well control equipment on our drillships. Such services include management of maintenance, certification, and reliability with respect to such equipment. On July 2, 2025, the services agreement was terminated for convenience. Noble and the services company have agreed on a purchase price of approximately $34.8 million for the capital and consumable spares, including other tooling equipment, to be paid before the end of 2025.
Letters of Credit and Surety Bonds
As of September 30, 2025, we had $18.0 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $149.7 million in letters of credit and surety bonds issued under bilateral arrangements which guarantee our performance as it relates to our drilling contracts, contract bidding, tax appeals, customs duties, and other obligations in various jurisdictions. We expect to comply with the underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called.
Other Contingencies
We are a defendant in certain other claims and litigation arising out of operations in the ordinary course of business, including personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations, or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.
Note 11 — Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Restricted cash
Noble’s restricted cash balance as of September 30, 2025, and December 31, 2024, was $6.6 million and $5.0 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.”
Leases
Our lease agreements are primarily for real estate, equipment, storage, dock space, and automobiles and are included within “Other assets”, “Other current liabilities”, and “Other liabilities” on our Condensed Consolidated Balance Sheets. In connection with the Diamond Transaction, the Company assumed several finance leases for well control equipment used on the drillships. The finance leases commenced in 2016 and also include an option to purchase the leased equipment at the end of the respective lease term. During the third quarter of 2025, the right-of-use assets and finance lease liabilities related to certain of our finance leases were remeasured to include the potential purchase price.
Condensed Consolidated Statements of Cash Flows Information
Operating cash activities
The net effect of changes in assets and liabilities on cash flows from operating activities is as follows:

|  | Nine Months Ended September 30,
|  | 2025 |  | 2024
Accounts receivable |  | $ | 118,675 |  |  | $ | (10,232) |
Taxes receivable |  | 709 |  |  | (34,987) |
Other current assets |  | 140,519 |  |  | 8,624 |
Other assets |  | 16,452 |  |  | 153 |
Accounts payable |  | (68,154) |  |  | (18,136) |
Other current liabilities |  | (3,855) |  |  | 27,592 |
Other liabilities |  | 3,151 |  |  | 5,481 |
Total net change in operating assets and liabilities |  | $ | 207,497 |  |  | $ | (21,505) |

18

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Non-cash investing and financing activities
Non-cash investing and financing activities excluded from unaudited Condensed Consolidated Statements of Cash Flows are as follows:

|  | Nine Months Ended September 30,
|  | 2025 |  | 2024
Accrued capital expenditures at period end |  | $ | 41,509 |  |  | $ | 60,691 |

Note 12 — Information about Noble Finance II
8.000% Senior Notes due 2030
Noble Finance II, a wholly-owned, indirect subsidiary of Noble, is the issuer of the 2030 Notes and, one or more 100% wholly-owned, direct and indirect subsidiaries of Noble Finance II are the unconditional guarantors, or are otherwise obligated as of September 30, 2025, with respect to the 2030 Notes. See “Note 6 — Debt” for additional information.
The Noble Indenture contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and the financial information of Noble Finance II and its restricted subsidiaries on a standalone basis.
The summarized financial information below reflects the consolidated accounts of Noble Finance II:

|  | September 30, 2025
Balance Sheet |  |
Cash and cash equivalents |  | $ | 306,722 |
Total current assets |  | 2,047,240 |
Total current liabilities |  | 769,933 |
Total debt |  | 1,401,040 |
Total shareholders' equity |  | 4,603,720 |

|  | Nine Months Ended September 30, 2025
Statement of Operations |  |
Operating revenues |  | $ | 1,765,258 |
Operating costs and expenses |  | 1,578,276 |
Depreciation and amortization |  | 321,943 |
Statement of Cash Flows |  |
Net cash provided by (used in) operating activities |  | $ | 659,659 |
Capital expenditures |  | (305,292) |
Proceeds from disposal of assets, net |  | 101,898 |

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is intended to assist you in understanding our financial position at September 30, 2025, and our results of operations for the three and nine months ended September 30, 2025 and 2024. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”) and our other filings with the US Securities and Exchange Commission (“SEC”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our,” and words of similar meaning refer collectively to Noble and its consolidated subsidiaries.
20

Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this report or in the documents incorporated by reference, are forward looking statements, including those regarding expected financial performance, revenues, expected utilization, and fleet status, stacking of rigs, effects of new rigs on the market revenues, the impact of the Diamond Transaction, operating expenses, cash flows, contract status, tenders, terms and duration, dayrates, termination and extensions, contract backlog, the availability, delivery, mobilization, stacking or reactivation, contract commencement, relocation or other movement of rigs and the timing thereof, contract claims, capital expenditures, insurance maintenance and renewals, access to financing, rig demand, peak oil, the offshore drilling market, oil prices, production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), and any expectations we may have with respect thereto, our future financial position, business strategy, impairments, repayment of debt, credit ratings, liquidity, borrowings under any credit facilities or other instruments, sources of funds, cost inflation, planned acquisitions or divestitures of assets, governmental regulations and permitting, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, share repurchases, progress, plans and goals related to environmental, social, and governance matters, the outcome of tax disputes, assessments and settlements, and expense management, the outcome of any dispute, litigation, audit or investigation, plans, foreign currency requirements, results of joint ventures, general economic, market, including inflation, recessions and the impact of new or increased tariffs, trends and outlook, general political conditions, including political tensions, conflicts and war, timing for compliance with any new regulations the benefits or results of acquisitions or dispositions. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will,” and similar expressions are intended to be among the terms 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 Quarterly Report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Actual results may differ materially from any future results expressed or implied by such forward-looking statements, and the expectations expressed in forward-looking statements are subject to a number of risks, uncertainties and assumptions, which include, but are not limited to: a decline in the price of oil or gas, reduced demand for oil and gas products and increased regulation of drilling and production, price competition and cyclicality in the offshore drilling industry, offshore rig supply, dayrates and demand for rigs, contract duration, renewal, terminations and repricing, national oil companies and governmental clients, contract backlog, customer and geographic concentration, operational hazards and risks, labor force unionization, labor interruptions and labor regulations, major natural disasters, catastrophic events, acts of war, terrorism or social unrest, pandemic, or other similar event, joint ventures as well as investments in associates, international operations and related mobilization and demobilization of rigs, operational interruptions, delays, upgrades, refurbishment and repair of rigs and any related delays and cost overruns or reduced payment of dayrates, impacts of inflation, renewal of insurance, protection of sensitive information, operational technology systems and critical data, the ability to attract and retain skilled personnel or the increased cost in doing so, supplier capacity constraints or shortages in parts or equipment, supplier production disruptions, supplier quality and sourcing issues or price increases, future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions, hurricanes and windstorm damage, responding to long-term changes in the energy mix, non-performance of suppliers or third-party subcontractors, risks related to the Diamond Transaction and related integration, compliance with governmental laws and regulations and evolving, and sometimes conflicting, regulatory requirements with respect to environmental, social, and governance matters, including climate change and accountability for public statements about ESG efforts, compliance with anti-bribery or anti-corruption, international trade laws and regulations, litigation, our ability to maintain effective disclosure controls and procedures and internal control over financial reporting, impairments on property and equipment, including rigs and related capital spares, operating and financial restrictions and maintenance of covenants in our debt documents, tax disputes or tax challenges, as well as those “Risk Factors” referenced or described in Part II, Item 1A “Risk Factors” of this Form 10-Q, Part I, Item 1A. “Risk Factors” of our Form 10-K, and in our other filings with the SEC. 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. 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.
Our Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
21

Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Noble may also use social media channels including, but not limited to, Noble's accounts on LinkedIn, Facebook, Instagram, and Twitter, to communicate with investors and the public about its business, services, and other matters, and those communications could be deemed to be material information. Except to the extent explicitly stated herein, documents and information on our website or our social media channels are not incorporated by reference herein.
22

Executive Overview
Noble is a leading offshore drilling contractor for the oil and gas industry. As of the filing date of this Quarterly Report on Form 10-Q, Noble performs, through its subsidiaries, contract drilling services with a fleet of 36 drilling rigs, consisting of 25 floaters and 11 jackups, after closing on the sale of the Noble Reacher on October 6, 2025, focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.
Market Outlook
In recent years, oil prices have generally remained at levels that are supportive of offshore exploration and development activity and global rig demand recovered to eclipse pre-pandemic levels, albeit with some moderation since early 2024 and a further correction more recently with spot prices for Brent crude generally in the mid to high $60s per barrel compared to an average price of $80 per barrel during 2024. Current demand and utilization levels are supported by the combination of the outlook for longer-term commodity prices, heightened focus on energy security, the capital intensity of depletion replacement, and relative attractiveness of offshore plays with respect to both cost and carbon emissions. The increase in global rig demand since 2021 has had a positive impact on dayrates for most rig classes although dayrates have generally plateaued more recently.
The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyards. However, we expect many of these stranded newbuild rigs may continue to make their way into the global market over the next few years.
Although the market outlook in our business varies by geographical region and water depth and despite recent downward pressure on the price of oil, we remain encouraged by the long-term outlook in the ultra-deepwater floater market. However, within this ultra-deepwater market, our customers continue to focus on our highest specification floaters, which represents the majority of our floater fleet. Assuming current market fundamentals, continued customer prioritization towards these highest specification floaters is likely to result in lower utilization for our lower specification drillships and our semi-submersibles. Demand for midwater semisubmersibles is primarily driven by brownfield activity in mature basins, especially in Northwest Europe, South America, and the Asia Pacific regions, where a generally stable level of baseload demand is supported by infield drilling and plug and abandonment requirements. We have also observed an overall demand increase in the global jackup market since 2020. While we remain encouraged about overall long-term rig demand, as evidenced by recent multi-year, multi-rig contracts that we have booked into backlog, the near term utilization outlook for both floaters and jackups over the next several quarters is anticipated to be lower than the utilization rates realized during the prior two years. Furthermore, economic uncertainty compounded with OPEC’s stated intent to increase oil production, collectively present a potential for additional demand risk for offshore rigs in the near term.
As of the date of this report, the majority of our jackup fleet is positioned in the North Sea. While we have seen generally stable demand in the UK and southern North Sea in recent years, overall activity levels in the region remain subdued compared to historical levels. Similarly, the ultra-harsh environment jackup market in Norway also remains below historical levels despite the market being attractive to operators given it is characterized by low-cost and low-emission barrels.
Recent contract awards and open tenders show an increasing proportion of multi-year contracts, although a significant number of shorter term commitments continue to be fixed, as well. Longer term contracts can generally provide economic efficiencies by reducing the number of rig contract start-ups, both with different customers and among different regions, which is expected to reduce incremental resources and costs. On the other hand, certain multi-year contracts that are scheduled to commence a year or longer into the future can present near term utilization inefficiency due to challenges with filling interim availability on the assets.
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The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our market. Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources. Our industry could be further challenged as resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs. Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand.
Our cost profile remains sensitive to global labor market conditions, capital intensive repair and maintenance scopes on our rigs, global trade and sanctions regimes, including the impacts of new or increased tariffs or trade wars, and geopolitical crises and their respective regional and global ramifications. Each of these factors has the potential to adversely impact our ability to conduct our day-to-day operations and manage costs, with uncertainty related to trade policy and tariffs also having the ability to negatively impact rig demand.
Contract Drilling Services Backlog
We maintain a backlog of commitments for contract drilling services. Our contract drilling services backlog reflects estimated future revenues attributable to signed drilling contracts. As of September 30, 2025, contract drilling services backlog totaled approximately $7.1 billion.
We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period, and include certain assumptions based on the terms of certain contractual arrangements, discussed in the notes to the table below. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization, and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers, or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.
The table below presents the amount of our contract drilling services backlog as of September 30, 2025, and the percent of available operating days committed for the periods indicated:

|  |  |  | Year Ending December 31,
|  | Total |  | 2025 (1) |  | 2026 |  | 2027 |  | 2028 |  | Thereafter
|  | (In thousands)
Contract Drilling Services Backlog |  |  |  |  |  |  |  |  |  |  |  |
Floaters (2) (3) |  | $ | 6,472,176 |  |  | $ | 567,956 |  |  | $ | 2,034,125 |  |  | $ | 1,673,368 |  |  | $ | 1,273,843 |  |  | $ | 922,884 |
Jackups (4) |  | 634,656 |  |  | 110,844 |  |  | 302,232 |  |  | 221,580 |  | — |  | — |
Total |  | $ | 7,106,832 |  |  | $ | 678,800 |  |  | $ | 2,336,357 |  |  | $ | 1,894,948 |  |  | $ | 1,273,843 |  |  | $ | 922,884 |
Percent of Available Days Committed (5) |  |  |  |  |  |  |  |  |  |  |  |
Floaters |  |  |  | 61 | % |  | 55 | % |  | 48 | % |  | 34 | % |  | 8 | %
Jackups |  |  |  | 59 | % |  | 35 | % |  | 22 | % |  | — | % |  | — | %
Total |  |  |  | 61 | % |  | 49 | % |  | 40 | % |  | 24 | % |  | 5 | %

(1)Represents a three-month period beginning October 1, 2025.
(2)Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020. Under the CEA, dayrates for the rigs are repriced on March 1 and September 1 each year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. Under the CEA, the table above includes awarded and remaining current contract term to August 18, 2028, related to each of the four following rigs: the Noble Tom Madden, Noble Bob Douglas, Noble Don Taylor, and Noble Sam Croft. Under the CEA, ExxonMobil may reassign remaining contract term among rigs, subject to maintaining certain minimum contract term on the rig from which term is removed.
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(3)Assuming approximately 40% of available performance revenue realized on a combined basis under certain long-term contracts with Shell (US) and TotalEnergies (Suriname).
(4)In 2022, Noble renewed its five-year Framework Agreement with Aker BP (the “Framework Agreement”) for the provision of ultra-harsh environment jackup rigs, the Noble Integrator and Noble Invincible, for activities offshore Norway. Under the Framework Agreement, different rate structures apply reflecting different operating modes, agreed incentive schemes, and adjustments for operating expenses. Rate structures are adjusted annually to reflect market conditions.
(5)Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs, including cold-stacked rigs, and the number of calendar days in such period.
The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods presented in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates, and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified according to their terms or by mutual consent, or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors – Risks Related to Our Business and Operations – Our current backlog of contract drilling revenue may not be ultimately realized” in our Form 10-K.
As of September 30, 2025, ExxonMobil, Shell, BP, and TotalEnergies represented approximately 23.3%, 19.2%, 16.2%, and 12.5% of our backlog, respectively.
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Results of Operations
Results for the Three Months Ended September 30, 2025 and 2024
Net loss for the three months ended September 30, 2025 (the “current quarter”), was $21.1 million, or $(0.13) per diluted share, on operating revenues of $798.0 million compared to net income for the three months ended September 30, 2024, of $61.2 million, or $0.40 per diluted share, on operating revenues of $800.5 million.
Key Operating Metrics
Operating results for our contract drilling services segment are dependent on three primary metrics: operating days, dayrates, and operating costs. We also track rig utilization, which is a function of operating days and the number of rigs in our fleet. For more information on operating costs, see “Contract Drilling Services” below.
The following table presents the average rig utilization, operating days, and average dayrates for our rig fleet for the periods indicated:

|  | Average Rig Utilization (1) |  | Operating Days (2) |  | Average Dayrates (2) |  |
|  | Three Months Ended September 30, |  | Three Months Ended September 30, |  | Three Months Ended September 30, |  |
|  | 2025 |  | 2024 |  | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Floaters |  | 65 | % |  | 72 | % |  | 1,488 |  |  | 1,418 |  |  | $ | 423,489 |  |  | $ | 424,199 |  |  |
Jackups |  | 54 | % |  | 83 | % |  | 627 |  |  | 991 |  |  | 202,982 |  |  | 159,444 |  |  |
Total |  | 61 | % |  | 76 | % |  | 2,115 |  |  | 2,409 |  |  | $ | 358,126 |  |  | $ | 315,295 |  |  |

(1)We define utilization for a specific period as the total number of days our rigs are operating under contract divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.
(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates exclude the effect of non-cash amortization related to favorable and unfavorable off-market customer contract assets and liabilities.
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Contract Drilling Services
The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):

|  | Three Months Ended September 30, |  | Change
Operating revenues: |  | 2025 |  | 2024 |  | $ |  | %
Contract drilling services |  | $ | 757,405 |  |  | $ | 763,543 |  |  | $ | (6,138) |  |  | (1) | %
Reimbursables and other (1) |  | 40,612 |  |  | 37,006 |  |  | 3,606 |  |  | 10 | %
|  | 798,017 |  |  | 800,549 |  |  | (2,532) |  |  | — | %
Operating costs and expenses: |  |  |  |  |  |  |  |
Contract drilling services |  | $ | 479,894 |  |  | $ | 434,192 |  |  | $ | 45,702 |  |  | 11 | %
Reimbursables (1) |  | 30,547 |  |  | 28,185 |  |  | 2,362 |  |  | 8 | %
Depreciation and amortization |  | 147,260 |  |  | 109,879 |  |  | 37,381 |  |  | 34 | %
General and administrative |  | 33,301 |  |  | 43,596 |  |  | (10,295) |  |  | (24) | %
Merger and integration costs |  | 2,145 |  |  | 69,214 |  |  | (67,069) |  |  | (97) | %
(Gain) loss on sale of operating assets, net |  | (6,232) |  |  | — |  |  | (6,232) |  |  | — | %
Loss on impairment |  | 60,702 |  |  | — |  |  | 60,702 |  |  | — | %
|  | 747,617 |  |  | 685,066 |  |  | 62,551 |  |  | 9 | %
Operating income (loss) |  | $ | 50,400 |  |  | $ | 115,483 |  |  | $ | (65,083) |  |  | (56) | %

(1)We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations, or cash flows.
The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):

|  |  | Three Months Ended September 30,
|  |  | 2025 |  | 2024
|  |  | Floaters |  | Jackups |  | Floaters |  | Jackups
Contract drilling services revenues |  | $ | 630.2 |  |  | $ | 127.3 |  |  | $ | 605.3 |  |  | $ | 158.2 |
Contract drilling services costs |  | $ | 381.6 |  |  | $ | 98.3 |  |  | $ | 332.6 |  |  | $ | 101.6 |
Average rig utilization |  |  | 65 | % |  | 54 | % |  | 72 | % |  | 83 | %
Operating days |  |  | 1,488 |  |  | 627 |  |  | 1,418 |  |  | 991 |
Average dayrates |  |  | $ | 423,489 |  |  | $ | 202,982 |  |  | $ | 424,199 |  |  | $ | 159,444 |
Total rigs | — Beginning |  | 26 |  |  | 13 |  |  | 18 |  |  | 13 |
| — Acquired |  | — |  |  | — |  |  | 11 |  |  | — |
| — Disposed |  | (1) |  |  | (1) |  |  | (1) |  |  | — |
| — Ending |  | 25 |  |  | 12 |  |  | 28 |  |  | 13 |

Contract Drilling Services Revenues
Floaters. During the third quarter of 2025, floaters generated revenue of $630.2 million, as compared to $605.3 million in the third quarter of 2024. The increase in revenue was mainly attributable to $156.0 million provided by the additional floaters acquired in connection with the Diamond Transaction. These increases were partly offset by $127.1 million from rigs with net changes in operating days in the current period. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $3.5 million in the current period.
Jackups. During the third quarter of 2025, jackups generated revenue of $127.3 million, as compared to $158.2 million in the third quarter of 2024. The decrease in revenue was mainly attributable to $51.8 million from rigs with net changes in operating days. This decrease was partly offset by $22.8 million from an increase in average dayrates in the current period.
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Operating Costs and Expenses
Floaters. During the third quarter of 2025, total contract drilling services costs related to floaters was $381.6 million, as compared to $332.6 million in the third quarter 2024. The primary drivers of this increase were $71.1 million related to the additional floaters acquired in connection with the Diamond Transaction, $7.3 million in fuel, $5.0 million in insurance costs, and $3.6 million in mobilization. These increases were partially offset by decreases of $15.8 million in repairs and maintenance and $11.0 million in non-labor costs, operations support costs, and other costs across the fleet. Further, there was a decrease of $11.2 million related to certain rigs sold or no longer operated by Noble.
Jackups. During the third quarter of 2025, total contract drilling services cost related to jackups was $98.3 million, as compared to $101.6 million in the third quarter 2024. The primary drivers of this decrease were $2.3 million in mobilization, and $3.7 million in repairs and maintenance. Further, there was a decrease of $2.7 million related to certain rigs sold or no longer operated by Noble. These decreases were partially offset by increases of $5.3 million in fuel, incremental insurance costs, and other costs across the fleet.
Depreciation and amortization. Depreciation and amortization totaled $147.3 million and $109.9 million during the third quarter of 2025 and 2024, respectively. Depreciation and amortization increased by $37.4 million in the current period primarily due to the Diamond Transaction.
General and administrative. General and administrative expenses totaled $33.3 million and $43.6 million during the third quarter of 2025 and 2024, respectively. The decrease was primarily due to reductions within certain corporate charges such as professional fees, corporate leases, and employee-related costs.
Merger and integration costs. Noble incurred $2.1 million and $69.2 million of merger and integration costs during the third quarter of 2025 and 2024, respectively. In the third quarter of 2025, costs incurred directly related to the Diamond Transaction. In the third quarter of 2024, $63.1 million and $6.1 million of costs incurred related directly to the Diamond Transaction and the Business Combination with Maersk Drilling, respectively. In both periods, such costs related primarily to professional fees and certain integration-related activities.
(Gain) loss on sale of operating assets, net. During the third quarter of 2025, we sold the Noble Highlander and the Pacific Meltem, resulting in a pre-tax gain of $5.6 million.
Loss on impairment. During the third quarter of 2025, we recorded a loss on impairment of $60.7 million to reduce the carrying values of the Noble Globetrotter II and Noble Reacher to their estimated fair value less costs to sell. There were no impairments recorded during the third quarter of 2024. For additional information, see “Note 5 — Property and Equipment” to our unaudited condensed consolidated financial statements.
Other Income and Expenses
Interest expense, net of amounts capitalized. Interest expense totaled $40.5 million and $25.0 million during the third quarter of 2025 and 2024, respectively. Interest expense increased as a result of the Diamond Transaction and primarily relates to our 2030 Notes as well as the Diamond Second Lien Notes. For additional information, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Interest income and other, net. Noble recognized interest and other income of $0.7 million and $2.3 million during the third quarter of 2025 and 2024, respectively.
Income tax benefit (provision). Noble recorded an income tax provision of $31.7 million and $31.6 million during the third quarter of 2025 and 2024, respectively.
During the third quarter of 2025, our tax provision included tax benefits of $6.1 million related to adjustments to valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by recurring quarterly accruals of $37.9 million mostly in Guyana, Luxembourg, Switzerland, and the United States.
During the third quarter of 2024, our tax provision included tax benefits of $36.2 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $67.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
Results for the Nine Months Ended September 30, 2025 and 2024
Net income for the nine months ended September 30, 2025, was $130.1 million, or $0.80 per diluted share, on operating revenues of $2.5 billion compared to net income for the nine months ended September 30, 2024, of $351.7 million, or $2.37 per diluted share, on operating revenues of $2.1 billion.
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Key Operating Metrics
Operating results for our contract drilling services segment are dependent on three primary metrics: operating days, dayrates, and operating costs. We also track rig utilization, which is a function of operating days and the number of rigs in our fleet. For more information on operating costs, see “Contract Drilling Services” below.
The following table presents the average rig utilization, operating days, and average dayrates for our rig fleet for the periods indicated:

|  | Average Rig Utilization (1) |  | Operating Days (2) |  | Average Dayrates (2) |  |
|  | Nine Months Ended September 30, |  | Nine Months Ended September 30, |  | Nine Months Ended September 30, |  |
|  | 2025 |  | 2024 |  | 2025 |  | 2024 |  | 2025 |  | 2024 |  |
Floaters |  | 70 | % |  | 69 | % |  | 4,993 |  |  | 3,658 |  |  | $ | 400,483 |  |  | $ | 430,615 |  |  |
Jackups |  | 63 | % |  | 76 | % |  | 2,222 |  |  | 2,700 |  |  | 177,321 |  |  | 153,648 |  |  |
Total |  | 67 | % |  | 71 | % |  | 7,215 |  |  | 6,358 |  |  | $ | 331,767 |  |  | $ | 313,007 |  |  |

(1)We define utilization for a specific period as the total number of days our rigs are operating under contract divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.
(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates exclude the effect of non-cash amortization related to favorable and unfavorable off-market customer contract assets and liabilities.
Contract Drilling Services
The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):

|  | Nine Months Ended September 30, |  | Change
Operating revenues: |  | 2025 |  | 2024 |  | $ |  | %
Contract drilling services |  | $ | 2,401,910 |  |  | $ | 2,036,678 |  |  | $ | 365,232 |  |  | 18 | %
Reimbursables and other (1) |  | 119,246 |  |  | 93,799 |  |  | 25,447 |  |  | 27 | %
|  | $ | 2,521,156 |  |  | $ | 2,130,477 |  |  | $ | 390,679 |  |  | 18 | %
Operating costs and expenses: |  |  |  |  |  |  |  |
Contract drilling services |  | $ | 1,444,420 |  |  | $ | 1,159,913 |  |  | $ | 284,507 |  |  | 25 | %
Reimbursables (1) |  | 90,691 |  |  | 69,196 |  |  | 21,495 |  |  | 31 | %
Depreciation and amortization |  | 437,482 |  |  | 287,347 |  |  | 150,135 |  |  | 52 | %
General and administrative |  | 103,485 |  |  | 109,226 |  |  | (5,741) |  |  | (5) | %
Merger and integration costs |  | 22,367 |  |  | 89,163 |  |  | (66,796) |  |  | (75) | %
(Gain) loss on sale of operating assets, net |  | (10,983) |  |  | (17,357) |  |  | 6,374 |  |  | (37) | %
Loss on impairment |  | 60,702 |  |  | — |  |  | 60,702 |  |  | — | %
|  | 2,148,164 |  |  | 1,697,488 |  |  | 450,676 |  |  | 27 | %
Operating income (loss) |  | $ | 372,992 |  |  | $ | 432,989 |  |  | $ | (59,997) |  |  | (14) | %

(1)We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations, or cash flows.
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The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):

|  |  | Nine Months Ended September 30,
|  |  | 2025 |  | 2024
|  |  | Floaters |  | Jackups |  | Floaters |  | Jackups
Contract drilling services revenues |  | $ | 2,007.9 |  |  | $ | 394.0 |  |  | $ | 1,617.6 |  |  | $ | 419.1 |
Contract drilling services costs |  | $ | 1,165.0 |  |  | $ | 279.4 |  |  | $ | 870.9 |  |  | $ | 289.0 |
Average rig utilization |  |  | 70 | % |  | 63 | % |  | 69 | % |  | 76 | %
Operating days |  |  | 4,993 |  |  | 2,222 |  |  | 3,658 |  |  | 2,700 |
Average dayrates |  |  | $ | 400,483 |  |  | $ | 177,321 |  |  | $ | 430,615 |  |  | $ | 153,648 |
Total rigs | — Beginning |  | 27 |  |  | 13 |  |  | 19 |  |  | 13 |
| — Acquired |  | — |  |  | — |  |  | 11 |  |  | — |
| — Disposed |  | (2) |  |  | (1) |  |  | (2) |  |  | — |
| — Ending |  | 25 |  |  | 12 |  |  | 28 |  |  | 13 |

Contract Drilling Services Revenues
Floaters. During the nine months ended September 30, 2025, floaters generated revenue of $2.0 billion, as compared to $1.6 billion in the nine months ended September 30, 2024. The increase in revenue was mainly attributable to $668.3 million provided by the additional floaters acquired in connection with the Diamond Transaction. These increases were partly offset by $226.1 million from rigs with net changes in operating days in the current period as well as $17.9 million from a decrease in average dayrates in the current period. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $34.0 million in the current period.
Jackups. During the nine months ended September 30, 2025, jackups generated revenue of $394.0 million, as compared to $419.1 million in the nine months ended September 30, 2024. The decrease in revenue was mainly attributable to a decrease of $63.8 million from rigs with net changes in operating days during the current period. This decrease was partly offset by $55.6 million from an increase in average dayrates in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $4.3 million in the current period.
Operating Costs and Expenses
Floaters. During the nine months ended September 30, 2025, total contract drilling services costs related to floaters was $1.2 billion, as compared to $870.9 million in the nine months ended September 30, 2024. The primary drivers of this increase were $307.1 million related to the additional floaters acquired in connection with the Diamond Transaction, $38.6 million in mobilization, and $30.1 million in non-labor and operations support costs, incremental insurance costs, and other costs across the fleet. These increases were partially offset by decreases of $13.4 million in labor, $38.5 million in repairs and maintenance, as well as insurance proceeds received for a certain rig totaling $15.6 million. Further, there was a decrease of $14.2 million related to certain rigs sold or no longer operated by Noble.
Jackups. During the nine months ended September 30, 2025, total contract drilling services cost related to jackups was $279.4 million, as compared to $289.0 million in the nine months ended September 30, 2024. The primary drivers of this decrease were $7.2 million related to repairs and maintenance as well as insurance proceeds received for a certain rig totaling $20.0 million. Further, there was a decrease of $10.7 million related to certain rigs sold or no longer operated by Noble. These decreases were partially offset by increases of $28.4 million in labor, mobilization, fuel, and other costs across the fleet.
Depreciation and amortization. Depreciation and amortization totaled $437.5 million and $287.3 million during the nine months ended September 30, 2025 and 2024, respectively. Depreciation and amortization increased by $150.1 million in the current period primarily due to the Diamond Transaction.
General and administrative. General and administrative expenses totaled $103.5 million and $109.2 million during the nine months ended September 30, 2025 and 2024, respectively. The decrease was primarily due to individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee-related costs.
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Merger and integration costs. Noble incurred $22.4 million and $89.2 million of merger and integration costs during the nine months ended September 30, 2025 and 2024, respectively. In the current period, costs incurred directly related primarily to the Diamond Transaction. In the prior period, $69.4 million and $19.8 million of costs incurred related directly to the Diamond Transaction and to the Business Combination with Maersk Drilling. In both periods, such costs related primarily to professional fees and certain integration-related activities.
(Gain) loss on sale of operating assets, net. During the nine months ended September 30, 2025, we sold the Noble Highlander, Pacific Meltem, and Pacific Scirocco, resulting in a pre-tax gain of $11.0 million. During the nine months ended September 30, 2024, we sold the Noble Explorer, resulting in a pre-tax gain of $17.4 million.
Loss on impairment. During the nine months ended September 30, 2025, we recorded a loss on impairment of $60.7 million to reduce the carrying values of the Noble Globetrotter II and Noble Reacher to their estimated fair value less costs to sell. There were no impairments recorded during the nine months ended September 30, 2024. For additional information, see “Note 5 — Property and Equipment” to our unaudited condensed consolidated financial statements.
Other Income and Expenses
Interest expense, net of amounts capitalized. Interest expense totaled $121.0 million and $54.5 million during the nine months ended September 30, 2025 and 2024, respectively. Interest expense increased as a result of the Diamond Transaction and primarily relates to our 2030 Notes as well as the Diamond Second Lien Notes. For additional information, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Interest income and other, net. Noble recognized interest and other income of $7.3 million and interest income and other losses of $10.6 million during the nine months ended September 30, 2025 and 2024, respectively.
Income tax benefit (provision). Noble recorded an income tax provision of $129.2 million and $16.2 million during the nine months ended September 30, 2025 and 2024, respectively.
During the nine months ended September 30, 2025, our tax provision included tax benefits of $85.1 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $214.3 million mostly in Guyana, Luxembourg, Switzerland, and the United States.
During the nine months ended September 30, 2024, our tax provision included tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Nigeria, Switzerland, and Luxembourg. Such tax benefits were offset by recurring quarterly accruals of $134.0 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
Liquidity and Capital Resources
Sources and Uses of Cash
Our principal sources of capital in the current period were cash generated from operating activities. Cash on hand during the current period was primarily used for the following:
•normal recurring operating expenses;
•capital expenditures;
•fees and expenses related to merger and integration costs;
•share repurchases and dividend payments; and
•certain contractual cash obligations and commitments.
Our anticipated cash flow needs, both in the short term and long term, may also include repurchases, redemptions, or repayments of debt and interest.
We currently expect to fund our cash flow needs with cash generated by our operations, cash on hand, proceeds from sales of assets, or borrowings under the 2023 Revolving Credit Facility, and we believe this will provide us with sufficient liquidity to fund our cash flow needs over the next 12 months. Subject to market conditions and other factors, we may also issue equity or long-term debt securities to fund our cash flow needs and for other purposes. We have been incurring expenses and capital costs related to an incident regarding one floater. These incurred costs exceeded the applicable deductible. We have received partial insurance recoveries for these claims and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs.
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Net cash provided by operating activities was $764.6 million and $519.3 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities for the nine months ended September 30, 2025, was primarily attributable to improvements in cash flows from operating assets driven by an increase in payments from customers, as well as the Diamond Transaction. We had working capital of $585.2 million at September 30, 2025, and $448.5 million at December 31, 2024.
Net cash used in investing activities was $243.7 million and $813.8 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in net cash used in investing activities for the nine months ended September 30, 2025, was primarily attributable to the disposal of rigs during the current period and net cash paid related to the closing of the Diamond Transaction during the nine months ended September 30, 2024. Otherwise, net cash used in investing activities primarily consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.
Net cash used in financing activities was $288.6 million for the nine months ended September 30, 2025, and net cash provided by financing activities was $331.9 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we repurchased 0.7 million of our Ordinary Shares for total of $20.0 million, made dividend payments to our shareholders of $240.4 million, and paid $9.7 million in taxes withheld on vested employee share-based compensation awards. The nine months ended September 30, 2024, included the issuance of an additional $824.0 million of 2030 Notes. We also repurchased 6.9 million of our Ordinary Shares for a total of $250.0 million, made dividend payments to our shareholders of $198.2 million, and paid $57.2 million in taxes withheld on vested employee share-based compensation awards.
At September 30, 2025, we had a total contract drilling services backlog of approximately $7.1 billion, which includes a commitment of 61% of available days for the remainder of 2025. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”
Capital Additions
Capital additions totaled $339.0 million for the nine months ended September 30, 2025, and consisted of the following:
•$202.6 million for sustaining capital;
•$116.2 million in major projects, including subsea and other related projects, and capital spares; and
•$20.2 million for rebillable capital and contract modifications.
Our total capital additions estimate for the year ending December 31, 2025, net of reimbursements, is expected to range between $425.0 million and $450.0 million. We expect to fund these capital additions with cash generated by our operations and cash on hand.
From time to time we consider possible projects and may have certain events that would require expenditures that are not included in our capital budget, and such unbudgeted expenditures could be significant. This includes additional capital expenditures to upgrade rigs for specific customer requirements or contracts. The total amount of capital that we ultimately spend is partly dependent on broader market conditions, the actual level of current and expected contracting activity, as well as costs related to satisfying regulatory requirements. Given many of our capital related projects can take considerable time to complete, the actual costs and timing of expenditures may vary materially from estimates based on various factors, many of which are out of our control. In addition, while liquidity and preservation of capital remains our top priority, we will continue to evaluate acquisitions of drilling units from time to time.
Amended and Restated Senior Secured Revolving Credit Agreement
In April 2023, Noble entered into the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023, and as amended on June 24, 2024 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II LLC (“Noble Finance II”), Noble International Finance Company, Noble Drilling A/S, and certain additional subsidiaries of Noble Finance II as from time to time designated by Noble Finance II, as borrowers, the lenders and issuing banks party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and security trustee. The revolving credit facility under the 2023 Revolving Credit Agreement (the “2023 Revolving Credit Facility”) provides for commitments of $550.0 million with maturity in April 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes.
As of September 30, 2025, we had no borrowings outstanding and $18.0 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $149.7 million in letters of credit and surety bonds issued under bilateral
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arrangements. For additional information about the 2023 Revolving Credit Facility, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
8.000% Senior Notes due 2030
In April 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued $600.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (“Initial 2030 Notes”). The Initial 2030 Notes were issued pursuant to an indenture, dated April 18, 2023 (as supplemented or otherwise modified from time to time, the “Noble Indenture”), among Noble Finance II, the subsidiaries of Noble Finance II party thereto, as guarantors (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee. In August 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “Additional 2030 Notes” and, together with the Initial 2030 Notes, the “2030 Notes”) at a premium of 103% bringing the total outstanding principal amount to $1.4 billion. The Additional 2030 Notes were issued pursuant to the Noble Indenture and the net proceeds from the offering of the Additional 2030 Notes were primarily used to fund the cash consideration in the Diamond Transaction and to pay any premiums, fees, and expenses related to the issuance of the Additional 2030 Notes. As of September 30, 2025, we had outstanding $1.4 billion aggregate principal amount of our 2030 Notes. For additional information about the 2030 Notes, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
8.500% Senior Secured Second Lien Notes due 2030
In connection with the Diamond Transaction, the Company assumed $550.0 million aggregate principal amount of 8.500% Senior Secured Second Lien Notes due October 2030 (the “Diamond Second Lien Notes”) issued pursuant to an indenture, dated as of September 21, 2023 (as supplemented and otherwise modified from time to time, the “Diamond Second Lien Indenture”), among Diamond Foreign Asset Company and Diamond Finance, LLC, as issuers, Diamond Offshore Drilling, Inc., the other guarantors party thereto and HSBC Bank USA, National Association, as trustee and as collateral agent. As of September 30, 2025, we had outstanding $550.0 million aggregate principal amount of our Diamond Second Lien Notes. For additional information about the Diamond Second Lien Notes, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Diamond Credit Agreement
In connection with the Diamond Transaction, the Company terminated Diamond’s $300.0 million senior secured revolving credit facility under a credit agreement, dated as of April 23, 2021 (as amended and otherwise modified, the “Diamond Credit Agreement”), among Diamond Offshore Drilling, Inc., Diamond Foreign Asset Company, as borrower, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent, collateral agent, and issuing lender. The revolving commitments under the Diamond Credit Agreement were scheduled to mature in April 2026. At the time of the Diamond Transaction and the termination of the commitments under the Diamond Credit Agreement, Diamond had no outstanding borrowings under the Diamond Credit Agreement. For additional information about the Diamond Credit Agreement, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Dividends
Our most recent quarterly dividend, totaling approximately $79.4 million (or $0.50 per share), was declared on August 5, 2025, and paid on September 25, 2025, to shareholders of record at close of business on September 4, 2025.
On October 27, 2025, Noble’s Board of Directors declared an interim quarterly cash dividend on our Ordinary Shares of $0.50 per share. The $0.50 dividend is expected to be paid on December 18, 2025, to shareholders of record at close of business on December 4, 2025.
The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by our Board of Directors.
Share Repurchases
Under English law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders (except where the purchase is for the purposes of, or pursuant to, any employees’ share scheme). Such purchases may be paid for either (i) out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law or (ii) from the proceeds of a fresh issue of
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shares made for the purpose of financing the purchase. On October 22, 2024, Noble’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400 million and, at the 2025 annual general meeting of shareholders, shareholders approved the repurchase of up to 23,800,068 Ordinary Shares. The authorization by the Board of Directors has approximately $370 million remaining, does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. None of the 23,800,068 Ordinary Shares authorized for repurchase by shareholders has yet been utilized and the authorization by shareholders expires on May 8, 2030 (subject to certain exceptions). The program does not obligate us to acquire any particular amount of Ordinary Shares. During the three and nine months ended September 30, 2025, we repurchased zero and 0.7 million of our Ordinary Shares, respectively. During the three and nine months ended September 30, 2024, we repurchased 6.9 million of our Ordinary Shares pursuant to such authority. All repurchased shares were subsequently cancelled.
Condensed Consolidating Financial Information
The Noble Indenture contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The Diamond Second Lien Indenture contains a covenant that requires NODI to furnish to holders of the Diamond Second Lien Notes certain financial information relating to NODI and its subsidiaries.
The summarized financial information below reflects combined accounts of Noble Finance II, NODI, and all other subsidiaries of Noble. The financial information is presented on a combined basis and intercompany balances and transactions between entities have been eliminated.

|  | Noble Corporation plc and Subsidiaries
|  | Unaudited Condensed Consolidating Selected Financials
|  | September 30, 2025
|  | Consolidated Noble Finance II LLC |  | Consolidated Noble Offshore Drilling, Inc. |  | Other Non-guarantor Subsidiaries of Noble |  | Consolidating Adjustments |  | Total
Balance Sheets |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 306,722 |  |  | $ | 171,106 |  |  | $ | 118 |  |  | $ | — |  |  | $ | 477,946 |
Total current assets |  | 2,047,240 |  |  | 770,221 |  |  | 86,741 |  |  | (1,539,743) |  |  | 1,364,459 |
Total current liabilities |  | 769,933 |  |  | 431,331 |  |  | 1,799,511 |  |  | (2,221,503) |  |  | 779,272 |
Total debt |  | 1,401,040 |  |  | 1,241,264 |  |  | — |  |  | (665,385) |  |  | 1,976,919 |
Total shareholders' equity |  | 4,603,720 |  |  | 964,777 |  |  | 3,711,841 |  |  | (4,746,224) |  |  | 4,534,114 |

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|  | Noble Corporation plc and Subsidiaries
|  | Unaudited Condensed Consolidating Selected Financials
|  | Nine Months Ended September 30, 2025
|  | Consolidated Noble Finance II LLC |  | Consolidated Noble Offshore Drilling, Inc. |  | Other Non-guarantor Subsidiaries of Noble |  | Consolidating Adjustments |  | Total
Statements of Operations |  |  |  |  |  |  |  |  |  |
Operating revenues |  | $ | 1,765,258 |  |  | $ | 830,060 |  |  | $ | — |  |  | $ | (74,162) |  |  | $ | 2,521,156 |
Operating costs and expenses |  | 1,578,276 |  |  | 605,357 |  |  | 38,693 |  |  | (74,162) |  |  | 2,148,164 |
Depreciation and amortization |  | 321,943 |  |  | 115,539 |  |  | — |  |  | — |  |  | 437,482 |
Statements of Cash Flows |  |  |  |  |  |  |  |  |  |
Net cash provided by (used in) operating activities |  | $ | 659,659 |  |  | $ | 185,407 |  |  | $ | (80,513) |  |  | $ | — |  |  | $ | 764,553 |
Capital expenditures |  | (305,292) |  |  | (62,484) |  |  | — |  |  | — |  |  | (367,776) |
Proceeds from disposal of assets, net |  | 101,898 |  |  | — |  |  | — |  |  | — |  |  | 101,898 |
Dividend payments |  | — |  |  | — |  |  | (240,442) |  |  | — |  |  | (240,442) |

Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our estimates and assumptions and any such differences could be material to our consolidated financial statements. The following accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by Noble about matters that are inherently uncertain. We disclose our significant accounting policies in “Note 1— Organization and Significant Accounting Policies” to our audited consolidated financial statements included in Part II, Item 8 of our Form 10-K.
For information about our critical accounting policies and estimates, see Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Form 10-K. As of September 30, 2025, there have been no material changes to the judgments, assumptions, and estimates upon which our critical accounting policies and estimates are based.
See Part I, Item 1, Financial Statements, “Note 3 — Accounting Pronouncements,” to the unaudited condensed consolidated financial statements for a description of the recent accounting pronouncements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There has been no significant change in our exposure to market risk when compared to those disclosed in Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K.
Item 4. Controls and Procedures
Conclusions Regarding Disclosure Controls and Procedures
Robert W. Eifler, President and Chief Executive Officer (Principal Executive Officer) of Noble, and Richard B. Barker, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Noble, have evaluated the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of Noble as of the end of the period covered by this report. On the basis of this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that Noble’s disclosure controls and procedures were effective as of September 30, 2025. Noble’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in Noble’s internal control over financial reporting that occurred during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of Noble.
Limitations on the Effectiveness of Controls
Internal control over financial reporting includes the controls themselves, monitoring (including internal auditing practices), and actions taken to correct deficiencies as identified. There are inherent limitations to the effectiveness of internal control over financial reporting, however well designed, including the possibility of human error and the possible circumvention or overriding of controls. The design of an internal control system is also based in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that an internal control will be effective under all potential future conditions. As a result, even an effective system of internal controls can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is presented in “Note 10 — Commitments and Contingencies,” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 1A. Risk Factors
There are numerous factors that affect our business and results of operations, many of which are beyond our control. You should carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Form 10-K for the year ended December 31, 2024, which contains descriptions of significant risks that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected. There have been no material changes from the risk factors disclosed in our Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Exercises of Warrants
During the three months ended September 30, 2025:
•103 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 152 Tranche 1 Warrants; and
•94 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 152 Tranche 2 Warrants.
•Zero Ordinary Shares were issued to holders of our Tranche 3 Warrants pursuant to exercises of 628 Tranche 3 Warrants.
Such Ordinary Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or Section 1145 of the Bankruptcy Code. For more information on the terms of exercise and other features of the warrants, see our Form 10-K.
Item 5. Other Information
(a) On October 28, 2025, the Company announced that Jeffrey K. Hunt had joined the Company and will assume the role of Vice President, Chief Accounting Officer, effective November 3, 2025. In this position, Mr. Hunt will serve as the Company’s principal accounting officer, succeeding Richard B. Barker, the Company’s Chief Financial Officer, who had assumed the responsibilities of principal accounting officer in August 2025.
Mr. Hunt, age 47, served as Chief Accounting Officer of Aris Water Solutions, a produced water handling and treatment company, when Aris Water Solutions was acquired by Western Midstream in October 2025. Before joining Aris Water Solutions, he served as Director of Accounting Policy at ConocoPhillips from January 2021 to March 2022. Prior to that, Mr. Hunt served in various accounting roles at Concho Resources from September 2014 to January 2021, including as Director, Technical Accounting and Special Projects, when Concho Resources was acquired by ConocoPhillips. Mr. Hunt started his career in the Assurance practice of Ernst & Young LLP. He holds a Bachelor of Science degree in Accounting and a Masters of Accountancy from Brigham Young University, and he is a licensed certified public accountant in the State of Texas.
In connection with Mr. Hunt’s appointment, the Compensation Committee of the Board of Directors of the Company approved the following elements of Mr. Hunt’s compensation package: (i) a base salary of $310,000 per year; and (ii) a one-time award of $100,000 aggregate value of time-vested restricted stock units under the Company’s long-term incentive plan, which will vest one-third per year over three years, commencing on the first anniversary of the grant date. In addition, Mr. Hunt will also be eligible to participate in the Noble Corporation plc Short Term Incentive Plan at an annual target award level of 50% percent of his base salary (for fiscal year 2025, the amount will be prorated based on the length of service during the fiscal year). Mr. Hunt will also be eligible to participate in all employee benefit plans and programs generally available to the Company’s US-based employees, including the Company’s medical plans and the 401(k) plan. Mr. Hunt will
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participate in the Company’s Change in Control Executive Severance Plan and be eligible for the Company’s Executive Severance Plan.
Mr. Hunt and the Company will also enter into the Company’s standard indemnity agreement for directors and officers. There are no material agreements, understandings, or arrangements between Mr. Hunt and any other person pursuant to which Mr. Hunt was selected to serve as the principal accounting officer of the Company. There are no family relationships between Mr. Hunt and any director or officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Hunt has an interest that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Exchange Act.
(b) Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our Ordinary Shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended September 30, 2025, no such plans or other arrangements were adopted, terminated, or modified.
Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
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Index to Exhibits

Exhibit Number |  | Exhibit
2.1† |  | Business Combination Agreement, dated as of November 10, 2021, by and among Noble Corporation, Noble Finco Limited (n/k/a Noble Corporation plc), Noble Newco Sub Limited and The Drilling Company of 1972 A/S (filed as Exhibit 2.1 to Noble Corporation’s Current Report on Form 8-K filed on November 10, 2021 and incorporated herein by reference).
2.2 |  | Amendment No. 1 to Business Combination Agreement, dated as of August 5, 2022, by and among Noble Corporation plc, Noble Corporation, Noble Newco Sub Limited and The Drilling Company of 1972 A/S. (filed as Exhibit 2.1 to Noble Corporation’s Current Report on Form 8-K filed on August 5, 2022 and incorporated herein by reference).
2.3† |  | Agreement and Plan of Merger, dated as of June 9, 2024, by and among Noble Corporation plc, Diamond Offshore Drilling, Inc., Dolphin Merger Sub 1, Inc. and Dolphin Merger Sub 2, Inc. (filed as Exhibit 2.1 to Noble’s Current Report on Form 8-K filed on June 10, 2024 and incorporated herein by reference).
3.1 |  | Amended and Restated Articles of Association of Noble Corporation plc (filed as Exhibit 3.1 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).
31.1* |  | Certification of Robert W. Eifler, pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).
31.2* |  | Certification of Richard B. Barker, pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).
32.1+ |  | Certification of Robert W. Eifler, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+ |  | Certification of Richard B. Barker, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS |  | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document.
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

______________________________________________________________________________________________________________________________________________________________________________________________________________________
† Certain portions of the exhibit have been omitted. The Company agrees to furnish a supplemental copy with any omitted information to the SEC upon request.
* Furnished herewith
+ Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
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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 thereunto duly authorized.
Noble Corporation plc, a public limited company formed under the laws of England and Wales

/s/ Richard B. Barker |  | October 28, 2025
Richard B. Barker Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | Date

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