Nabors Industries Invests $35M in Quaise Energy; Issues 391,944 Shares

What Happened

• On August 26, 2026, Nabors Industries Ltd., through its designee Nabors Energy Transition Ventures LLC (NETV), purchased 5,425,515 shares of Series B‑1 Preferred Stock of Quaise Energy, Inc. at $6.4510 per share as part of a $35 million transaction. As consideration, Nabors issued 391,944 Nabors common shares to Quaise. The company filed a resale prospectus with the SEC concurrently with this 8‑K.

Key Details

• Purchase date: August 26, 2026; press release announcing closing filed August 27, 2026.
• Preferred stock purchased: 5,425,515 shares at $6.4510 per share (aggregate $35M).
• Nabors shares issued: 391,944 common shares (number set by dividing $35M by Nabors’ 3‑day VWAP before the Purchase Agreement).
• Collar mechanism: 20‑trading‑day measurement period after delivery; downside protection level of $33.25M (Nabors will issue additional shares or pay cash if sales total below that) and an upside cap of $36.75M (Quaise pays Nabors if sales exceed that); pro‑rata adjustments for partial sales. Both the Preferred Stock and Nabors Shares were issued in a private placement under Section 4(a)(2).

Why It Matters

• This is a strategic $35M minority investment in Quaise Energy made through Nabors’ transition vehicle (NETV). For investors, the deal dilutes existing shares modestly (391,944 new common shares issued) and includes a collar that can change the final economic outcome (additional shares or cash payments) depending on the market value of those shares during the 20‑day measurement window. Nabors also granted registration rights and filed a resale prospectus, which enables Quaise to resell the issued Nabors shares under the Securities Act. The filing includes customary legal opinion and a forward‑looking cautionary statement.