Income (Loss) Per Share

3 Months Ended

Mar. 31, 2025

Note 4 — Income (Loss) Per Share

The following table presents the computation of basic and diluted income (loss) per share:


	Three Months Ended March 31,
	2025		2024
Numerator:
Net income (loss)	$	108,303	$	95,481


Denominator:
Weighted average shares outstanding – basic	159,006		141,954
Dilutive effect of share-based awards	2,134		1,574
Dilutive effect of warrants	797		1,703
Weighted average shares outstanding – diluted	161,937		145,231
Per share data:
Basic
Net income (loss)	$	0.68	$	0.67
Diluted
Net income (loss)	$	0.67	$	0.66

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 March 31,
	2025	2024

Warrants (1)	2,773	2,774

(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 March 31, 2025, Noble had approximately 158.8 million A Ordinary Shares outstanding as compared to approximately 158.9 million Ordinary Shares outstanding at December 31, 2024. In addition, as of March 31, 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 5.4 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 February 17, 2025, and paid on March 20, 2025, to shareholders of record at close of business on March 5, 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 shares made for the purpose of financing the purchase. As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period commencing on September 28, 2022 (subject to an overall aggregate maximum of 20,601,161 Ordinary Shares). During the three months ended March 31, 2025 and 2024, we repurchased 0.7 million and none of our Ordinary Shares, respectively. 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.