Item 1A. Risk Factors
Item 1A. Risk Factors
As of the date of this filing, the Company and its operations continue to be subject to the risk factors previously disclosed in Part I, Item 1A "Risk Factors" in our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Item 2. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Period
Total number
of shares
purchased
Average
price paid
per share
Total number of
shares purchased
as part of publicly
announced plans
or programs
Approximate dollar
value of shares that
may yet be purchased
under the plans or
programs
January 1 through January 31, 2024
—
—
—
—
February 1 through February 29, 2024
836,773
$
17.43
—
—
March 1 through March 31, 2024
—
—
—
—
Total (1)
836,773
$
17.43
—
(1) The 836,773 shares listed as “purchased” were withheld from employees' vesting of restricted stock grants, as required for income taxes, and retired. These shares were not part of a publicly announced program to purchase common stock.
Item 4. Mine Safety Disclosures
Information regarding mine safety and other regulatory actions at our mines is included in Exhibit 95 to this Form 10-Q.
Item 6. Exhibits
Reference is hereby made to the Exhibit Index commencing on page 31.
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INDEX TO EXHIBITS
(a) Exhibits
3.1
Seventh Amended and Restated Certificate of Incorporation of NOV Inc. (Exhibit 3.1) (1)
3.2
Amended and Restated By-laws of NOV Inc. (Exhibit 3.1) (2)
10.1
Amendment to 5-Year Credit Agreement, dated as of March 18, 2024 (Exhibit 10.1) (3)
10.2
Form of Restricted Stock Agreement (3)
10.3
Form of Performance Award Agreement (3)
10.4
Form of Employee Nonqualified Stock Option Grant Agreement (3)
31.1
Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (3)
31.2
Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (3)
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
32.2
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
95
Mine Safety Information pursuant to section 1503 of the Dodd-Frank Act. (3)
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)
* Compensatory plan or arrangement for management or others.
(1) Filed as an Exhibit to our Current Report on Form 8-K filed on May 18, 2023
(2) Filed as an Exhibit to our Current Report on Form 8-K filed on February 28, 2023.
(3) Filed herewith.
We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph (4) (iii), to furnish to the U.S. Securities and Exchange Commission, upon request, all constituent instruments defining the rights of holders of our long-term debt not filed herewith.
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SIGNATURE
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.
Date: April 26, 2024
By:
/s/ Christy H. Novak
Christy H. Novak
Vice President, Corporate Controller & Chief Accounting Officer
(Duly Authorized Officer, Principal Accounting Officer)
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