ne-20260521
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 21, 2026
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NOBLE CORPORATION plc
(Exact name of registrant as specified in its charter)
| England and Wales | 001-41520 | 98-1644664 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | ||||||||||||
| 2101 CityWest Boulevard, | Suite 600, | Houston, | Texas | 77042 | ||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
Registrant’s telephone number, including area code: (281) 276-6100
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions | ||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
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. ☐ | ||
| Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||
On May 21, 2026, Noble Corporation plc (the "Company") increased the size of its board of directors (the “Board”) to eight directors and appointed Mr. Jeff Miller as a director of the Company to fill the vacancy resulting from that increase, effective immediately. The Board has affirmatively determined that Mr. Miller is “independent” under the rules of the New York Stock Exchange. The appointment of Mr. Miller was not made pursuant to any arrangement or understanding between Mr. Miller and any other person, and Mr. Miller has not entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Miller will receive the same annual compensation as other non-employee directors for 2026 (pro-rated based on the effective date of Mr. Miller’s appointment). Annual Board compensation for 2026 is described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 16, 2026. Mr. Miller has not entered into any other material plan, contract, arrangement or amendment in connection with his appointment to the Board. | ||
Item 9.01. Financial Statements and Exhibits. | |||||
(d) Exhibits | |||||
| EXHIBIT | |||||
| NUMBER | DESCRIPTION | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
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 hereunto duly authorized. | ||
| NOBLE CORPORATION plc | ||||||||||||||||||||||||||
| Date: | May 22, 2026 | By: | /s/ Jennie Howard | |||||||||||||||||||||||
| Jennie Howard | ||||||||||||||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||||||||||||||||||||