SEC Form DEF 14A filed by NOV Inc.

NOV INC.

10353 Richmond Avenue

Houston, Texas 77042

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 20, 2026

The 2026 annual meeting of stockholders (“Annual Meeting”) of NOV Inc. will be held at the Company’s corporate headquarters located at 10353 Richmond Avenue, Houston, Texas 77042 on Wednesday, May 20, 2026, at 10:00 a.m. Houston time, for the following purposes:

The Board of Directors recommends that you vote “FOR” the election of the nine nominees for director (Proposal 1), “FOR” the proposal to ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company for 2026 (Proposal 2), and “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3).

Beginning on or about April 9, 2026, the Company is mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the record date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) containing instructions on how to access the proxy materials (including our 2025 annual report) via the Internet, as well as instructions on voting shares via the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

The Board of Directors has set March 25, 2026 as the record date for the Annual Meeting. If you were a stockholder of record at the close of business on March 25, 2026, you are entitled to vote at the Annual Meeting. A complete list of these stockholders will be available for examination during ordinary business hours at our offices at 10353 Richmond Avenue, Houston, Texas for a period of ten days prior to the Annual Meeting.

You are cordially invited to join us at the Annual Meeting. However, to ensure your representation, we request that you vote via the Internet or by phone using the instructions in the Notice or, if you received a printed copy of the proxy materials, return your signed proxy card at your earliest convenience, whether or not you plan to attend the Annual Meeting. You may revoke your proxy at any time if you wish to attend and vote in person.

Houston, Texas

April 9, 2026

TABLE OF CONTENTS

NOV INC.

10353 Richmond Avenue

Houston, Texas 77042

PROXY STATEMENT

Except as otherwise specifically noted in this Proxy Statement, the “Company,” “we,” “our,” “us,” and similar words in this Proxy Statement refer to NOV Inc.

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Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on Wednesday, May 20, 2026.

The Company’s 2026 Proxy Statement and the Annual Report to Stockholders for the year ended 2025 are also available at: http://www.proxyvote.com.

For directions to the Annual Meeting, please contact NOV Investor Relations at 346-223-3000.

PLEASE VOTE – YOUR VOTE IS IMPORTANT

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ELECTION OF DIRECTORS

PROPOSAL NO. 1 ON THE PROXY CARD

Jose A. Bayardo, Sanjay K. Chowbey, Marcela E. Donadio, David D. Harrison, Christian S. Kendall, Patricia Martinez, Patricia B. Melcher, William R. Thomas, and Robert S. Welborn are nominees for directors for a one-year term expiring at the Annual Meeting in 2027, or when their successors are elected and qualified. Each of the nominees was elected as a director at the 2025 Annual Meeting other than Mr. Bayardo, who was subsequently appointed to the Board of Directors (the “Board”) on October 27, 2025, and Sanjay K. Chowbey, who was appointed to the Board on March 17, 2026. We believe each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board have authority to nominate another person, elect a substitute, or reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board approved the director nominees recommended by the Nominating/Corporate Governance Committee and has set the total number of directors of the Company at nine, effective as of the Annual Meeting.

Vote Required for Approval

Our Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). In a contested election (i.e., a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Whether an election is contested or not is determined as of a date that is 14 days in advance of when we file our definitive proxy statement with the SEC. This year’s election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws and Corporate Governance Guidelines, each director must submit an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote. In that situation, the Nominating/Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation or take other action. The Board will act on the Nominating/Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.” All director nominees are currently serving on the Board.

Brokers are not permitted to vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.

Key Attributes, Experience, and Qualifications

The Company believes that each member of its Board possesses the basic attributes of being a director of the Company, namely having a reputation for integrity, honesty, candor, fairness, and discretion. Each director has also become knowledgeable in major aspects of the Company’s business and operations, which has allowed the Board to provide better oversight functions to the Company. The Company considered the foregoing factors in determining that the Board member should serve on the Board. The following summarizes the experience and qualifications of our director nominees. For additional information on their skills and other attributes, see the skills and experience matrix on page 15.

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JOSE A. BAYARDO, 54

		Mr. Bayardo has been a Director of the Company since October 2025 and has served as Chairman of the Board and President and Chief Executive Officer of the Company since January 2026. Prior to that, he served as the Company’s President and Chief Operating Officer beginning March 2025 and as the Company’s Senior Vice President and Chief Financial Officer since August 2015.   Prior to joining the Company in 2015, Mr. Bayardo served as Senior Vice President, Resource and Business Development at Continental Resources, Inc. and spent nine years serving in various roles at Complete Production Services, Inc. including Senior Vice President, Chief Financial Officer and Treasurer. Prior to joining Complete Production Services, Mr. Bayardo was an investment banker with J.P. Morgan.   Mr. Bayardo holds a Bachelor of Science in Chemical Engineering from the University of Texas at Austin, a Master of Engineering Management from the McCormick School of Engineering at Northwestern University and a Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University. Mr. Bayardo also serves as a director of Louisiana-Pacific Corporation (NYSE: LPX).
SANJAY K. CHOWBEY, 58
		Mr. Chowbey has more than 20 years of experience leading global manufacturing and industrial technology businesses, including serving as the President and Chief Executive Officer of Kennametal Inc. (NYSE: KMT), a global manufacturer of advanced tooling, wear-resistant materials, and engineering components, since June 2024. Since that time, Mr. Chowbey has also served on Kennametal Inc.’s board of directors. Mr. Chowbey joined Kennametal Inc. in 2021 as President of its Metal Cutting segment. From 2019 to 2021, he served as the President of Flowserve Corporation’s (NYSE: FLS) Services and Solutions Business. Prior to that he served in various roles of increasing seniority at other industrial companies, including TE Connectivity Ltd., Danaher Corporation (NYSE: DHR), and Arvin Meritor, Inc. Mr. Chowbey is also a member of the Board of Directors for the National Association of Manufacturers (NAM).   Mr. Chowbey earned a Bachelor of Science in Mechanical Engineering from B.I.T. in Sindri, India, a Master of Science in Mechanical Engineering from the Tennessee Technological University, and a Master of Business Administration from the Kellogg School of Management at Northwestern University.

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MARCELA E. DONADIO, 71

		Ms. Donadio has been a Director of the Company since April 2014. She was the Americas Oil & Gas Sector Leader of Ernst & Young LLP, from which she retired in March 2014. Ms. Donadio joined Ernst & Young LLP in 1976, serving since 1989 as audit partner for multiple companies in the oil and gas industry. She held various energy industry leadership positions until being named Americas Oil & Gas Sector Leader in 2007. In that role, she was responsible for one of the firm’s most significant industry groups in the U.S. and throughout the Americas. Ms. Donadio also served as spokesperson of the firm on business and industry issues affecting energy companies, including those relevant to accounting standards. Ms. Donadio also serves as a director of Norfolk Southern Corporation (NYSE: NSC), a transportation company, and Freeport-McMoRan (NYSE: FCX), a mining company. From 2014 until its acquisition by Conoco Phillips in November 2024, Ms. Donadio served as a director of Marathon Oil Corporation, as well as its lead independent director from 2021.
		Ms. Donadio has over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry. Ms. Donadio has in-depth experience on numerous audit engagements of global energy companies conducted in compliance with the Sarbanes-Oxley Act and under the financial reporting requirements of the SEC. Ms. Donadio has dual United States and Panamanian citizenship, earned a Bachelor of Science degree in Accounting from Louisiana State University and is a licensed certified public accountant in the State of Texas.
DAVID D. HARRISON, 78
		Mr. Harrison has been a Director of the Company since August 2003. He served as Executive Vice President and Chief Financial Officer of Pentair, Inc., a diversified manufacturer in water technologies and enclosures businesses, from February 2000 until his retirement in February 2007. He also served as Executive Vice President and Chief Financial Officer of Pentair, Inc. from 1994 to 1996. From 1972 through 1994, Mr. Harrison held various domestic and international finance positions with a combination of General Electric and Borg-Warner Chemicals. Mr. Harrison served as a director of Navistar International Corporation until his retirement from the Board in October 2012. Navistar is a holding company whose wholly owned subsidiaries produce International® brand commercial trucks. Mr. Harrison retired as a director of James Hardie Industries (ASX: JHX; NYSE: JHX) in November 2021 after 13 years of service. James Hardie is a leading fiber cement technology company.   Mr. Harrison has over 30 years of experience being a certified management accountant and 15 years of experience serving as a chief financial officer and chief accounting officer of publicly traded companies. Mr. Harrison has over 50 years of continuous experience in major domestic and foreign companies in a variety of different industries. Mr. Harrison’s experience outside the energy industry helps provide a different perspective for the Company. He has a bachelor’s degree in accounting and an MBA. He has also gained valuable outside board experience from his tenure as a director of Navistar International Corporation and James Hardie Industries, where he served as the Chairman of the Remuneration Committee and Nominations and Governance.

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CHRISTIAN S. KENDALL, 59
		Mr. Kendall has been a Director of the Company since December 2024. Mr. Kendall has more than 30 years of experience in the global oil and gas industry, including as a director, President, and Chief Executive Officer of Denbury Inc. from 2017 to 2023 prior to its acquisition by Exxon Mobil Corporation in November 2023 and thereafter as an advisor to Exxon Mobil Corporation in 2024. Denbury filed for Chapter 11 bankruptcy protection in July 2020 and emerged successfully from bankruptcy in September 2020 under his leadership. Prior to joining Denbury, Mr. Kendall was with Noble Energy, serving as the Senior Vice President, Global Operations Services. During his 14-year tenure at Noble Energy, Mr. Kendall held several international and domestic leadership roles, primarily in the Eastern Mediterranean, Latin America, and the Gulf of Mexico regions.
		Mr. Kendall began his energy career at Mobil Corporation in 1989. He received a Bachelor of Science in Engineering, Civil Specialty from the Colorado School of Mines and graduated from Harvard Business School’s Advanced Management Program. Mr. Kendall currently serves as a director of California Resources Corporation (NYSE: CRC), is chair of its Nominating & Corporate Governance Committee, a member of its Audit Committee, a member of its Carbon TerraVault Committee, and as a director of Carbon TerraVault, a subsidiary of California Resources Corporation. Mr. Kendall also serves as a director of Range Resources Corporation (NYSE: RRC) and is a member of its Governance & Nominating Committee and its ESG and Safety Committee.
PATRICIA MARTINEZ, 51
		Ms. Martinez has been a Director of the Company since March 2024. In August 2024, Ms. Martinez was appointed President and Chief Executive Officer of Cormetech, a leading carbon capture solutions provider. From January 2021 to February 2024, Ms. Martinez was the Chief Energy Transition Officer of Enerflex Ltd. and was formerly President of Enerflex’s Latin American business. Ms. Martinez joined Enerflex in 2014 when the company acquired Axip Energy Services L.P. international assets. At the time of the acquisition, Ms. Martinez was SVP for Axip, a successor of Valerus Compression Services, where she was VP of Latin America from 2009 to 2013 and Director of International Ventures from 2007 to 2009. Prior to joining Valerus in 2007, Ms. Martinez held several positions in sales and marketing with Shell Oil Products U.S. from 2003 to 2007. Ms. Martinez began her career at Conoco Argentina (a former Dupont subsidiary), where she worked in sales and marketing between 1996 and 1998. Ms. Martinez also serves as a director of Par Pacific Holdings Inc. (NYSE: PARR) and is the chair of its Nominating and Corporate Governance Committee and a member of its Operations and Technology Committee.

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		Ms. Martinez has over 25 years of energy industry experience, including growing energy businesses in international markets, and more recently guiding and developing projects within the energy transition ranging from CCUS to hydrogen to biogas. Additionally, Ms. Martinez has ten years of experience as an executive of a global energy services company operating in 17 countries around the world and seven years of experience as an executive of a private equity backed global energy services company operating in ten countries. During her career, Ms. Martinez oversaw complex operations with over 400 people and $1 billion of natural gas midstream assets. Ms. Martinez received a bachelor’s degree in business administration and marketing from Universidad Argentina de la Empresa and an MBA from Houston Baptist University.
PATRICIA B. MELCHER, 66
		Ms. Melcher has been a Director of the Company since January 2024. Ms. Melcher is a Managing Partner of EIV Capital, an energy-focused private equity firm she co-founded in 2009. Prior to co-founding EIV Capital, Ms. Melcher founded Allegro Capital Management in 1997, an investment firm which made equity investments in energy companies and provided consulting services. During her tenure at Allegro, she served as interim chief executive officer for Petrocom Energy Group from 2003 to 2004. Ms. Melcher joined SCF Partners at its formation to focus on private equity investments in the oilfield services sector and held positions of increasing responsibility from 1989 to 1994. Ms. Melcher began her career as an investment banker for Simmons & Company International in 1986. Ms. Melcher also served as a director of Hornbeck Offshore Services, Inc. from its IPO in 2002 until it was taken private in 2020.
		Ms. Melcher has over 35 years of experience in energy finance and private equity investing with roles in private equity, investment banking, financial consulting, and executive management. Throughout her career, Ms. Melcher has been responsible for overseeing the financial performance of companies and has significant experience in assessing risks in both the traditional and renewable energy sectors. She has a broad understanding of the financial needs and strategic priorities of companies across industries as an investor and/or board member, including for-profit and non-profit entities. Ms. Melcher received a Bachelor of Science in Systems Engineering from the University of Virginia and a Master of Business Administration from Harvard University.

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WILLIAM R. THOMAS, 73
		Mr. Thomas has been a Director of the Company since November 2015. Mr. Thomas served as the Non-Executive Chairman of EOG Resources, Inc. from October 2021 until October 2022 (NYSE: EOG). From January 2014 to October 2021, Mr. Thomas served as the Chairman and CEO of EOG. Prior to that, he served as President and Chief Executive Officer from July 2013 through December 2013 and as President from September 2011 to July 2013. Mr. Thomas previously held other leadership positions at EOG, including Senior Executive Vice President, Exploitation and Senior Executive Vice President, Exploration. Mr. Thomas was with EOG and its predecessor companies from 1979 until his retirement, effective October 2021.   Mr. Thomas was the Chief Executive Officer and a director of EOG for over seven years. Through his service at EOG and various leadership positions held with EOG, he has gained valuable knowledge of the oil and gas industry and extensive experience in assessing the risks associated with various energy industry cycles. Mr. Thomas received a Bachelor of Science degree in Geology from Texas A&M University in 1975.
ROBERT S. WELBORN, 53
		Mr. Welborn has been a Director of the Company since October 2021. From November 2020 through August 2024, Mr. Welborn served as the Head of Meta Decision Science for Meta Inc. Prior to that, he was the Head of Programs Data Science, Small Business Group for Meta Inc., where he oversaw the development of solutions used by over 140 million businesses around the world. Before joining Meta Inc. in 2020, he held various positions within General Motors between 2018 and 2020, including Global Chief Data and Analytics Officer and served in several positions of increasing responsibility at USAA between 2009 and 2017, including Chief Data Scientist. From 1996 to 2009, Mr. Welborn was employed at Perot Systems and Wagonhound Investments. Mr. Welborn also serves as a director of Onity Group Inc. (NYSE: ONIT) and is a member of its Risk and Compliance Committee.   Mr. Welborn successfully passed the first examination of the Chartered Financial Analyst certification, which largely focused on corporate finance, accounting, debt structure, and risk management. Mr. Welborn holds a Bachelor of Science in Engineering from Texas A&M University and a Master of Business Administration from the University of California, San Diego.

Your Board of Directors recommends that you vote “FOR” the election of the nine nominees for director.

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COMMITTEES AND MEETINGS OF THE BOARD

Committees

The Board appoints committees to help carry out its duties. The Board has the following standing committees: Audit; Compensation; and Nominating/Corporate Governance. Last year, the Board met five times, and the committees met as set forth below. As an employee of the Company, Mr. Bayardo does not serve on any committee. The following table sets forth the committees of the Board and their members as of March 25, 2026, as well as the number of meetings each committee held during 2025:

Attendance at Meetings

Each incumbent director attended at least 75% of the meetings of the Board and committees of which that director was a member.

Audit Committee

Ms. Donadio (Chair), Mr. Chowbey, Mr. Harrison, and Ms. Melcher are the current members of the Audit Committee. All members of this committee are “independent” within the meaning of the rules governing audit committees by the New York Stock Exchange (“NYSE”).

The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to:

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A copy of the Audit Committee Charter is available on the Company’s website under the Investors / Corporate Governance section (https://investors.nov.com/corporate-governance/highlights).

Audit Committee Financial Expert/Literate

The Board has determined that all members of the Audit Committee are financially literate and meet the NYSE standard of having accounting or related financial management expertise. In addition, the Board has determined that each of Ms. Donadio (Chair), Mr. Chowbey, Ms. Melcher, and Mr. Harrison meets the SEC’s criteria of an Audit Committee Financial Expert.

Compensation Committee

Mr. Kendall (Chair), Ms. Martinez, and Mr. Thomas are the current members of the Compensation Committee. All members of the Compensation Committee are independent as defined by the applicable NYSE listing standards.

The Compensation Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to:

A copy of the Compensation Committee Charter is available on the Company’s website under the Investors / Corporate Governance section (https://investors.nov.com/corporate-governance/highlights).

Compensation Committee Interlocks and Insider Participation. Each of Messrs. Kendall and Thomas served on the Compensation Committee during 2025, and Ms. Martinez joined the Compensation Committee in 2026. Mr. Guill also served as a member of the Compensation Committee during 2025, prior to his resignation from the Board on February 19, 2026. None of these current or former members is a former or current officer or employee of the Company or any of its subsidiaries, or is involved in a relationship requiring disclosure as an interlocking executive officer/director. No member of the Compensation Committee has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K since January 1, 2025.

Nominating/Corporate Governance Committee

Mr. Welborn (Chair), Mr. Harrison, and Ms. Martinez are the current members of the Nominating/Corporate Governance Committee. All members of the Nominating/Corporate Governance Committee are independent as defined by the applicable NYSE listing standards.

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The Nominating/Corporate Governance Committee is appointed by the Board to assist it in fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are to:

A copy of the Nominating/Corporate Governance Committee Charter is available on the Company’s website under the Investors / Corporate Governance section: https://investors.nov.com/corporate-governance/highlights.

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BOARD OF DIRECTORS

Director Nomination Process and Considerations

The Nominating/Corporate Governance Committee has the responsibility of identifying candidates for election as directors, reviewing background information relating to candidates for director, and recommending to the Board nominees for directors to be submitted to stockholders for election. It is the policy of the Nominating/Corporate Governance Committee to consider director candidates recommended by stockholders. Nominees to be evaluated by the Nominating/Corporate Governance Committee are selected by the Nominating/Corporate Governance Committee from candidates recommended by multiple sources, including candidates recommended to the Board by third parties, candidates identified by independent search firms (which firms may be paid by the Company for their services), other directors, management, and stockholders, all of whom will be evaluated based on the same criteria. As of March 25, 2026, we had not received any recommendations from stockholders for potential director candidates. All current nominees for director are standing members of the Board that are proposed by the entire Board for re-election. Written suggestions for nominees should be addressed to: Craig L. Weinstock, Secretary, NOV Inc., 10353 Richmond Avenue, Houston, Texas 77042.

The Board believes that nominees should reflect the following characteristics:

The Board values diversity and seeks to achieve a mix of directors that represents a diversity of viewpoints, backgrounds, and experiences. The Board considers diversity in a variety of different ways and in a fairly expansive manner when identifying nominees for director. In evaluating the overall qualifications of a prospective nominee, the Nominating/Corporate Governance Committee and Board will take into account the individual’s professional experience, including experience in the oil and gas industry, education, skills, background, and other qualities and attributes that contribute to board heterogeneity.

The Nominating/Corporate Governance Committee reviews Board composition annually to ensure that the Board reflects the knowledge, experience, skills, and expertise required for the Board to fulfill its duties. If and when the need arises for the Company to add a new director to the Board, the Nominating/Corporate Governance Committee will take reasonable steps to ensure that the pool from which nominees are chosen will contain directors with a diversity of viewpoints, backgrounds, and experiences.

Director Commitment Policy

Directors are expected to devote sufficient time to fulfill their responsibilities as directors of the Company. The Company’s Corporate Governance Guidelines set out the Company’s policy concerning other public company directorships (the “Director Commitment Policy”), which states that unless approved by the Board, a director may serve on the board of other public companies but shall limit such service to no more than four boards of directors, including the Board (excluding private companies and other non-public companies). The Board retains the discretion to retain, appoint, or nominate for election candidates who sit on more than four public company boards of directors if the Board considers the addition of such candidate to the Board to be in the best interests of the Company and its stockholders. Directors shall seek approval from the Nominating/Corporate Governance Committee prior to joining the board of any other public company. Directors are not qualified for service on the Board unless they are able to make a commitment to prepare for, and attend, meetings of the Board and its committees on a reasonably regular basis.

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The Nominating/Corporate Governance Committee shall conduct an annual assessment of each Director to determine if he or she devoted sufficient time to the affairs of the Company necessary to carry out the responsibilities of a Director and affirm that all directors are compliant with the Director Commitment Policy. The Nominating/Corporate Governance Committee shall consider the number of other public company boards on which a Director is a member and shall consider whether that Director’s membership on such other board(s) is, or has the potential to be, in conflict with the duties of membership of the Board. In November 2025, and with respect to Mr. Chowbey, in March 2026, the Nominating/Corporate Governance Committee assessed each director’s outside board directorships and evaluated each director’s service to the Company and determined that each of the Company’s directors is currently in compliance with the Company’s Director Commitment Policy.

The following are some of the key skills and experience, as well as background details of our Director nominees:

Nominations of persons for election to the Board may be made at an annual or special meeting of stockholders by any stockholder entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in Article II, Section 9 of our Amended and Restated Bylaws dated as of February 24, 2023 (the “Bylaws”) and who is a stockholder of record both at the time of the giving of notice provided for in Article II, Section 9 of the Bylaws and at the time of the meeting. Such nominations shall be made pursuant

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to timely notice in writing to our Secretary. To be timely under Article II, Section 9 of the Bylaws, a stockholder’s notice must be delivered to and received by our Secretary at our principal executive offices by hand or by certified or registered mail, return receipt requested: (a) with respect to an election to be held at an annual meeting of stockholders, not less than 120 days nor more than 150 days prior to the first anniversary of the date on which we released our proxy materials for the preceding year’s annual meeting; provided, however, that in the event the annual meeting of stockholders is to be held more than 30 days before or more than 30 days after the first anniversary of the date of the preceding year’s annual meeting, not less than 120 days prior to the date of such annual meeting or the tenth day following the public announcement of the date of such annual meeting; and (b) with respect to an election to be held at a special meeting of stockholders, other than a request of a stockholder or stockholders pursuant to Article II, Section 4 of the Bylaws requesting that a special meeting be called to elect Directors pursuant to the requirements of that section, not later than the close of business on the tenth day following the first public announcement of the date of such special meeting. In no event shall any adjournment, rescheduling or postponement of a meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Article II, Section 9 of the Bylaws prescribes specific information that must be included in a stockholder’s notice, eligibility requirements for the proposed nominee and other requirements for a valid nomination. With respect to our annual meeting of stockholders for 2027, a stockholder’s notice to nominate a person for election as director must be received no earlier than November 10, 2026 and no later than December 10, 2026. Article II, Section 10 of the Bylaws prescribes the procedures and requirements for inclusion of a stockholder nominee in our proxy materials. In addition to satisfying the foregoing requirements under our Bylaws, stockholders who utilize the universal proxy rules must also meet the requirements of Rule 14a-19 under the Exchange Act of 1934, as amended, and provide certain information as set forth in our Bylaws.

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AUDIT COMMITTEE REPORT

The responsibilities of the Audit Committee, which are set forth in the Charter of the Audit Committee, as adopted by the Board, include providing oversight to the Company’s financial reporting process through periodic combined and separate meetings with the Company’s independent auditor and management to review accounting, auditing, internal controls, and financial reporting matters and monitoring the Company’s compliance with legal and regulatory requirements. The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent auditor.

In this context, during the quarterly in-person meetings of the committee, the Audit Committee meets separately in executive session, without other management being present, with (a) the Internal Audit Vice President, (b) the Chief Compliance Officer, (c) the Senior Vice President and General Counsel, (d) the Vice President, Corporate Controller, and Chief Accounting Officer (often but not every quarter), (e) the Senior Vice President and Chief Financial Officer, and (f) the independent audit partner. The Audit Committee receives regular reports of “hotline” activity from the Internal Audit Vice President and/or Chief Compliance Officer.

The Audit Committee reviewed and discussed with senior management the audited financial statements included in the Company’s 2025 annual report on Form 10-K. Management has confirmed to the Audit Committee that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles in the United States (“GAAP”).

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent external audit firm retained to audit the Company’s financial statements. The Audit Committee has appointed Ernst & Young LLP (“EY”) as the Company’s independent external auditor for fiscal year 2026. The Audit Committee pre-approves the audit fees for all audit services provided by EY.

The Audit Committee discussed with EY the matters required to be discussed under the applicable rules of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, which require independent auditors to communicate certain matters related to the conduct of an audit to those who have responsibility for oversight of the financial reporting process. Among the matters to be communicated to audit committees are: (a) methods used to account for significant unusual transactions; (b) the effect of critical and significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; (c) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates; (d) critical audit matters which were material and involved especially challenging, subjective or complex judgements; and (e) disagreements with management over the application of accounting principles, the basis for management’s accounting estimates, and the disclosures in the financial statements. In addition, the Audit Committee reviewed with EY its judgment as to the quality, not just the acceptability, of the Company’s accounting principles.

The Audit Committee has received the applicable written disclosures and letter from EY under the requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning independence and has discussed with EY its independence.

Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s 2025 annual report on Form 10-K.

Notwithstanding the foregoing, the Audit Committee’s charter clarifies that it is not the Audit Committee’s duty to conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with GAAP. Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of financial statements in accordance with

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GAAP. Management is also responsible for assuring compliance with laws and regulations and the Company’s corporate policies, subject to the Audit Committee’s oversight in the areas covered by the Audit Committee’s charter. The independent auditors are responsible for expressing opinions on those financial statements and on the effectiveness of the Company’s internal control over financial reporting.

Members of the Audit Committee ⁽¹⁾

Marcela E. Donadio, Committee Chair

Sanjay K. Chowbey

David D. Harrison

Patricia B. Melcher

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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

PROPOSAL NO. 2 ON THE PROXY CARD

Information Regarding our Independent Auditors

The Audit Committee of the Board has reappointed EY as the independent auditor of the Company for 2026. Stockholders are being asked to vote upon the ratification of the appointment. We expect representatives of EY to attend the Annual Meeting, where they will be available to respond to appropriate questions and have the opportunity to make a statement if they desire.

Vote Required for Approval

The proposal to ratify the appointment of EY as the independent auditor of the Company for 2026 will require approval of a majority of the shares of our common stock entitled to vote and present in person or by proxy. In accordance with NYSE rules, a proposal to ratify independent auditors is considered to be a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions within the time period specified in the voting instructions submitted by such brokerage firms. Abstentions, which will be counted as votes present for the purpose of determining a quorum, will have the effect of a vote against the proposal. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, we will vote them for the ratification of the appointment of EY as independent auditor. In the event the stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee. Approval of the proposal will in no way limit the Audit Committee’s ability to terminate or otherwise change the engagement of EY for 2026.

Audit Fees

The Audit Committee pre-approves all services provided by the Company’s independent auditors to the Company and its subsidiaries. Consideration and approval of such services generally occurs in the regularly scheduled quarterly meetings of the Audit Committee. The Audit Committee has delegated the Audit Committee Chair to pre-approve allowed non-audit services, subject to review by the full committee at the next regularly scheduled meeting. The Audit Committee has considered whether the provision of all services other than those rendered for the audit of the Company’s financial statements is compatible with maintaining EY’s independence and has concluded that their independence is not compromised.

The following table sets forth EY’s fees for services rendered during 2025 and 2024. All services provided by EY were pre-approved by the Audit Committee.

Your Board of Directors recommends that you vote “FOR” the proposal to ratify the appointment of Ernst & Young LLP.

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APPROVAL OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL NO. 3 ON THE PROXY CARD

A proposal will be presented at the meeting asking stockholders to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in this Proxy Statement, in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended.

Why You Should Approve our Executive Compensation Program

The Company’s compensation philosophy is designed to attract and retain executive talent and emphasize pay for performance, including the creation of stockholder value and, when required, the reduction in costs as needed to preserve shareholder value. The Company encourages its stockholders to read the Executive Compensation section of this Proxy Statement, including the compensation tables, as well as the Compensation Discussion and Analysis (CD&A) section of this Proxy Statement, for a more detailed discussion of our compensation programs and policies. The Company believes its compensation programs and policies are appropriate and effective in implementing its compensation philosophy and in achieving its goals, and that they are aligned with stockholder interests and worthy of continued stockholder support.

In the past, our stockholders have overwhelmingly approved the compensation of our named executive officers. In May 2025, our stockholders approved, on an advisory basis, the compensation of our named executive officers with more than 97% of stockholder votes cast voted in favor of our say-on-pay resolution. We believe this strong result indicates general approval from our stockholders of the Company’s existing approach to its compensation programs and policies. The Company currently conducts annual say-on-pay votes and expects that the next say-on-pay vote after this proposal at the current 2026 Annual Meeting will occur at the 2027 Annual Meeting.

We believe that stockholders should consider the following in determining whether to approve this proposal:

Annual and Long-Term Performance-Based Compensation

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Summary of Good Governance and Risk Mitigating Factors

The Company’s compensation program for its named executive officers has been thoughtfully designed to support the Company’s long-term business strategies and drive creation of stockholder value. The program does not encourage excessive risk-taking by management, nor does it encourage sacrificing longer-term investments that will create shareholder value over a long-term horizon. It strikes a balance of incentivizing necessary short-term tactical measures with the continued cultivation of longer-term corporate opportunities. It is aligned with the competitive market for talent and highly sensitive to Company performance. The Company believes its program delivers reasonable pay that is strongly linked to Company performance over time.

The following resolution will be submitted for a stockholder vote at the Annual Meeting:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed in the 2026 Summary Compensation Table included in the proxy statement for this meeting, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the section entitled “Executive Compensation,” including the compensation tables and other narrative executive compensation disclosures set forth under that section, as well as the section in the proxy statement entitled “Compensation Discussion and Analysis.”

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This advisory vote on the compensation of the Company’s named executive officers gives stockholders another mechanism to convey their views about the Company’s compensation programs and policies. Although your vote on executive compensation is not binding on the Company, the Board values the views of stockholders. The Board and Compensation Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.

Your Board of Directors recommends that you vote “FOR” the proposal to approve, on an advisory basis, the compensation of our named executive officers.

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CORPORATE GOVERNANCE

The Board is committed to promoting transparency in reporting material information about the Company and its compliance with applicable laws, rules, and regulations. The Board is also committed to promoting conduct that conforms to corporate governance standards that substantially exceed minimum acceptable corporate governance standards. The Board adopted certain Corporate Governance Guidelines (the “Guidelines”) that established provisions for the Board’s composition and function, Board committees and committee membership, evaluation of director independence, the roles of the Chairman of the Board, the Chief Executive Officer, and the Lead Director, the evaluation of the Chief Executive Officer, regular meetings of non-employee directors, Board conduct and review, selection and orientation of directors, director compensation, access to management and independent advisors, and annual review of the Guidelines. A copy of the Guidelines is available on the Company’s website under the Investors / Corporate Governance section (https://investors.nov.com/corporate-governance/highlights). The Company will furnish print copies of the Guidelines, as well as its Committee charters, to interested stockholders without charge, upon request. Written requests for such copies should be addressed to: Craig L. Weinstock, Secretary, NOV Inc., 10353 Richmond Avenue, Houston, Texas 77042.

Director Independence

The Guidelines address, among other things, standards for evaluating the independence of the Company’s directors. The Board undertakes an annual review of director independence and considers transactions and relationships during the prior year between each director or any member of his or her immediate family and the Company and its affiliates, including those reported under “Certain Relationships and Related Transactions” in this Proxy Statement. As a result of this annual review, the Board affirmatively determined that a majority of the members of the Board are independent of the Company and its management under the standards set forth in the Guidelines. The following directors were affirmed as independent: Marcela E. Donadio; Sanjay K. Chowbey; David D. Harrison; Christian S. Kendall; Patricia Martinez; Patricia B. Melcher; William R. Thomas; and Robert S. Welborn.

In making its annual determinations as to director independence, the Board considered a commercial relationship between the Company and Kennametal Inc., a global manufacturer of tooling, wear-resistant materials, and engineering components, of which Mr. Chowbey is the President and Chief Executive Officer. The Company has historically purchased, and intends to continue purchasing, raw materials from Kennametal Inc. These purchases have been, and continue to be, in the ordinary course of business, and the Company believes that the terms, including pricing, for all purchases were and are comparable to those available from unrelated third parties for similar products. In each of the prior three fiscal years, the aggregate amount involved in such transactions did not exceed two percent of either the Company’s or Kennametal Inc.’s consolidated gross revenues. The Board determined that these transactions were not material to the Company or Kennametal Inc. and did not impair Mr. Chowbey’s independence. The Audit Committee also determined that Mr. Chowbey did not have a direct or indirect material interest in such transactions within the meaning of Item 404(a) of Regulation S-K. From and after the date that Mr. Chowbey was appointed as a director of the Company, all such transactions are also reviewed by the Audit Committee under the Company’s related person transaction review procedures and Mr. Chowbey has not participated on behalf of the Company in the review or approval of these transactions.

Board Leadership

Currently, the roles of Chairman of the Board and Chief Executive Officer are combined at the Company. The Company believes that effective corporate governance, including the independent oversight of management, does not require that the Chairman of the Board be an independent director or that the offices of Chairman and Chief Executive Officer be separated. The Company believes that its stockholders are best served by a Board that has the flexibility to establish a leadership structure that fits the needs of the Company at a particular point in time.

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The Board believes that our current Chief Executive Officer is best situated to serve as Chairman because Mr. Bayardo is the director most familiar with our business and most capable of effectively identifying strategic priorities and leading the discussion and execution of our strategy. The Board also believes that the combined role of Chairman and Chief Executive Officer facilitates information flow between management and the Board.

To assist with providing independent oversight of management and the Company’s strategy, the non-employee members of the Board have appointed an independent director, as Lead Director, Mr. William R. Thomas. The Lead Director is responsible for (a) developing the agenda for, and presiding over the executive sessions of, the Board’s non-management directors, (b) facilitating communications between the Chairman of the Board and other members of the Board, (c) coordinating, with the Chairman, the assessment of the committee structure, organization, and charters, and evaluating the need for any changes, (d) acting as principal liaison between the non-management directors and the Chief Executive Officer on matters dealt with in executive session, and (e) assuming such further tasks as the independent directors may determine.

The Board also holds executive sessions on a quarterly basis at which only non-employee directors are present. In addition, the committees of the Board provide independent oversight of management. Each of the committees of the Board is composed entirely of independent directors.

The Board has concluded that the combined role of Chairman and Chief Executive Officer, together with an independent Lead Director having the duties described above, is in the best interest of stockholders because it provides an appropriate balance between our Chairman’s ability to lead the Board and the Company and the ability of our independent directors, under the leadership of our Lead Director, to provide independent objective oversight of our management.

Board Role in Risk Oversight

The Board and its committees help conduct certain risk oversight functions for the Company. The Board is periodically advised on the status of various factors that could impact the business and operating results of the Company, including oil and gas prices, the Company’s backlog for capital equipment, and a variety of other risk factors, some of which are listed below, which may impact the Company’s performance. The full Board is also responsible for reviewing the Company’s strategy, business plan, and capital expenditure budget at least annually. The full Board also oversees and monitors the Company’s policies and practices with respect to overall enterprise risk management, including any mission-critical risks related to product and technology development, product safety and quality, human rights (including matters related to compliance with modern slavery and human trafficking laws and regulations), geopolitical developments, environmental stewardship, employee health and safety, energy transition, political contributions, data integrity and cybersecurity (e.g., data privacy, business continuity, information security, etc.), and other mission-critical risks as they are identified from time to time. The full Board also monitors the Company’s people-related strategies, programs, and initiatives, including such matters related to recruitment, retention, engagement, talent management and development, pay equity, and diversity and inclusion. Through such oversight, the Board facilitates management’s handling of mission-critical risks and identifying and implementing mitigating actions.

The Audit Committee serves an important role in providing risk oversight, as further detailed in its charter. One of the Audit Committee’s primary duties and responsibilities is to monitor the integrity of the Company’s financial statements, financial reporting processes, systems of internal controls regarding finance, and disclosure controls and procedures. The Audit Committee is also responsible for establishing procedures for the receipt, retention, response to and treatment of complaints, including confidential, anonymous submissions by the Company’s employees, regarding accounting, internal controls, disclosure, auditing, or other matters, and providing an avenue of communication among the independent auditors, management, the internal audit function, and the Board. In addition, the Audit Committee monitors the Company’s compliance with legal and regulatory requirements. The Company considers the Audit Committee an important part of the oversight of the Company’s risk management process, and senior management works closely with the Audit Committee on these matters in managing material risks to the Company.

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Governance Hotline and Communications with Directors

The Company has established a hotline for any parties with an interest in the Company, including but not limited to employees and investors, to communicate with the Company’s non-management directors. Such communication, including complaints and concerns, can be reported confidentially and anonymously, where allowed by local law, via phone, email, or mail to the contact information below. This hotline is part of the procedures established by the Company’s Audit Committee for the receipt, retention, and treatment of complaints received by the Company, in accordance with SEC regulation. Parties wishing to communicate with our non-employee directors may do so by calling 1-800-676-4380. This procedure is described on the Company’s website in the Investors / Corporate Governance / Conduct and Ethics section (https://investors.nov.com/conduct-and-ethics). Calls to this number will be answered by an independent, automated system 24 hours a day, 365 days a year.

Parties wishing to send written communications to the Board, other than sales-related communications, should send a letter addressed to the member or members of the Board to whom the communication is directed, care of the Secretary, NOV Inc., 10353 Richmond Avenue, Houston, Texas, 77042. All such communications will be forwarded to the Board member or members specified.

Director Attendance at Annual Meetings

The Company does not have a formal policy with respect to director attendance at annual stockholder meetings. In 2025, all members of the Board attended the annual meeting, with the exception of Sanjay K. Chowbey, who was not yet serving on the Board.

NYSE Corporate Governance Matters

As a listed company with the NYSE, our Chief Executive Officer, as required under Section 303A.12(a) of the NYSE Listed Company Manual, must certify to the NYSE each year whether or not he is aware of any violation by the Company of NYSE Corporate Governance listing standards as of the date of the certification. On June 4, 2025, the Company’s Chief Executive Officer submitted such a certification to the NYSE which stated that he was not aware of any violation by the Company of the NYSE Corporate Governance listing standards.

On February 12, 2026, the Company filed its 2025 Form 10-K with the SEC, which included as Exhibits 31.1 and 31.2 the Chief Executive Officer and Chief Financial Officer certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.

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EXECUTIVE OFFICERS

The following persons constitute our current executive officers. The executive officers of the Company serve at the pleasure of the Board and are subject to annual appointment by the Board. None of the executive officers, directors, or nominees for director has any family relationships with each other. Information regarding our current executive officers is below:

JOSE A. BAYARDO, 54

		For a detailed description of Mr. Bayardo’s background, please refer to page 6.
RODNEY C. REED, 45
		Mr. Reed has served as the Company’s Senior Vice President and Chief Financial Officer since March 2025. Mr. Reed joined the Company in July 2014 as the Vice President of Internal Audit. From September 2015 to June 2018, he served as the Company’s Vice President of Corporate Development. From June 2018 to September 2022, he served as President of the Company’s Completion Tools business unit, and from September 2022 to March 2025, he served as President of the Company’s Process & Flow Technologies business unit.   Prior to joining NOV, Mr. Reed served as Senior Manager for Ernst & Young. Mr. Reed holds bachelor’s and master’s degrees in accounting from Louisiana State University, where he was a two-time First-Team Academic All-American.

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JOSEPH W. ROVIG, 65
		Mr. Rovig has served as the President of the Energy Equipment segment since January 2024. Previously, Mr. Rovig was the President of Rig Technologies from March 2014 to December 2023. Mr. Rovig has also served as Group Vice President of Global Operations, Vice President of the Eastern Hemisphere, Director of Service and Repair and Senior Vice President of the Offshore Drilling Equipment group within the Company’s Rig Technologies division. Mr. Rovig joined the Company in 2002. Prior to joining the Company, he worked for two drilling contractors in various positions, both domestically and internationally. Mr. Rovig’s internationally-based positions cover twenty years of experience with multiple locations in Asia and Europe.
SCOTT B. LIVINGSTON, 56
		Mr. Livingston has served as the President of the Energy Products and Services segment since January 2024. Mr. Livingston joined the Company in 2001, garnering increasing levels of management responsibilities for global projects and operations, first focused on the offshore energy market. From 2018 to 2023, Mr. Livingston served as the President of the Intervention and Stimulation business unit. From 2012 to 2018, Mr. Livingston served in various senior management roles, leading various aspects of the Company’s onshore and offshore global businesses, production operations, and engineering. From 2006 to 2012, he worked in Singapore as VP of Installation and Commissioning for NOV’s projects with newly constructed deep-water rigs during the height of the global offshore build-cycle. Prior to joining NOV, Mr. Livingston served eight years as an officer in the US Air Force, involved in maintenance, logistics, and program management for new aircraft weapons systems. Mr. Livingston graduated from Texas A&M with a bachelor’s in industrial engineering and obtained a master’s of logistics management from Georgia College while in the military.

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CRAIG L. WEINSTOCK, 67
		Mr. Weinstock has served as the Company’s Senior Vice President, Secretary, and General Counsel since October 2014. Prior to his promotion, Mr. Weinstock served as the Company’s Chief Compliance Officer. Before joining the Company in October 2013, he practiced law at Locke Lord LLP in Texas for 29 years counseling corporate boards and independent directors regarding governance, securities, and compliance matters. While practicing with Locke Lord, Mr. Weinstock worked on behalf of the Company on a variety of matters. Mr. Weinstock holds a Bachelor of Arts from the State University of New York and a J.D. from Vanderbilt Law School.
CHRISTY H. NOVAK, 53
		Ms. Novak has served as the Company’s Vice President, Corporate Controller, and Chief Accounting Officer since November 2021. Ms. Novak served as the Company’s Vice President of Accounting Systems from 2020 until November 2021 and as Vice President of Finance for the Company’s Rig Technologies segment from 2013 to 2020. Since joining the Company in 2005, Ms. Novak has advanced through several positions of increasing responsibility and has successfully led initiatives to strengthen and streamline the accounting function and develop talent within the finance organization. Prior to joining the Company, she spent nearly ten years in public accounting with Ernst & Young LLP where she served various audit clients in the manufacturing and energy industries. Ms. Novak graduated from Texas A&M University with a BBA in Accounting and is a Certified Public Accountant.

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STOCK OWNERSHIP

Security Ownership of Certain Beneficial Owners

Based on information filed with the SEC as of the most recent practicable date, this table shows the number and percentage of shares beneficially owned by owners of more than 5% of the outstanding shares of the common stock of the Company. The percentage of shares of common stock beneficially owned is based on 360,630,925 shares outstanding as of March 25, 2026.

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Security Ownership of Management

This table shows the number and percentage of shares of the Company’s common stock beneficially owned as of March 25, 2026 by each of our current directors and executive officers and by all current directors and executive officers as a group. The number and percentage of shares of common stock beneficially owned is based on 360,630,925 shares outstanding as of March 25, 2026. Beneficial ownership includes any shares as to which the director or executive officer has the right to acquire within 60 days of March 25, 2026 through the exercise of any stock option, warrant, or other right. Each stockholder has sole voting and investment power, or shares these powers with his or her spouse, with respect to the shares beneficially owned. The address for each of the following stockholders is NOV Inc., 10353 Richmond Avenue, Houston, Texas 77042.

Section 16(a) Beneficial Ownership Reporting Compliance

Our directors, executive officers, and anyone owning beneficially more than ten percent of our registered equity securities are required under Section 16(a) of the Securities Exchange Act of 1934 to file with the SEC reports of their ownership and changes to their ownership of our securities. They must also furnish copies of the reports to us. Based solely on our review of the reports furnished to us and any written representations we received that no other reports were required, we believe that, during the fiscal year ended December 31, 2025, our officers, directors, and ten-percent stockholders complied with all Section 16(a) filing requirements applicable to them.

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COMPENSATION DISCUSSION AND ANALYSIS

General Overview

The following Compensation Discussion and Analysis (CD&A) describes our executive compensation program and provides information relevant to understanding the decisions our Compensation Committee has made under that program with regards to our Named Executive Officers’ (as defined below under “Executive Compensation”) 2025 compensation.

The following is a list of our Named Executive Officers for the year ending December 31, 2025 by name and position:

Oil and Gas Market in 2025

An uncertain macroeconomic and geopolitical environment drove volatility and pressured commodity prices during 2025. Changes to global trade policies, the decision by OPEC+ to return larger than anticipated quantities of oil to the market, and rising non-OPEC production also pressured oil prices and led to cautiousness among oil and gas producers. As a result, global drilling activity declined throughout 2025. Compared to 2024, the average rig count in the U.S. and Canada declined 6% and international activity fell 7%, resulting in a 7% reduction in global drilling activity.

Regardless of the market environment, the Company remains committed to improving organizational efficiencies while focusing on the development and commercialization of innovative products and services for producing energy safely, efficiently, and with less environmental impact. Management believes this strategy will further advance the Company’s competitive position in all market conditions.

2025 Performance

Market conditions in 2025 deviated from what was projected at the time the Company’s 2025 plan was finalized. The Company’s 2025 plan was based on expectations that drilling activity in North America would be down slightly and international activity would remain flat relative to 2024. Despite a much more challenging market backdrop with meaningfully lower levels of global drilling activity than anticipated along with changes in global trade policies, the Company realized solid results and made significant progress towards key priorities, as evidenced by the following highlights:

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2025 Executive Compensation Decisions

On February 19, 2025, the Compensation Committee, in connection with its annual review of executive compensation and performance, and in consultation with Meridian Compensation Partners (“Meridian”), approved the base salaries, annual incentive targets, and long-term incentive awards of the Company’s executive officers. In light of the prevailing environment and positioning relative to market benchmarks, the Committee approved no changes to the compensation levels for each of our Named Executive Officers (although Mr. Bayardo and Mr. Reed subsequently received salary increases corresponding to their promotions to President and Chief Operating Officer and Senior Vice President and Chief Financial Officer, respectively, as further detailed below).

Additionally, at such meeting, the Compensation Committee decided to:

In addition, in connection with Mr. Bayardo’s and Mr. Reed’s promotions to President and Chief Operating Officer and Senior Vice President and Chief Financial Officer, respectively, Mr. Bayardo’s employment agreement was amended solely to update the percentage of base salary that would apply to a specific provision of such agreement, and Mr. Reed entered into an employment agreement (see “Employment Contracts and Termination of Employment and Change-in-Control Arrangements” on p. 59 for further details).

At-Risk Compensation

Our Compensation Committee believes that the Company’s executive compensation program is appropriately designed to align executives’ interest with those of our shareholders and to reward based on performance. The majority of our executive officers’ total compensation opportunity is provided in “at-risk” compensation components and tied to the achievement of our annual and long-term performance goals.

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Our annual incentives are tied to growing profitability (Adjusted EBITDA) as well as improving capital efficiency, cash flow (working capital modifier), and safety.

Our long-term incentives are tied to our returns to shareholders in absolute stock price gains, shareholder returns relative to industry peers, and improving absolute returns on capital relative to our cost of capital.

In 2025, we continued our emphasis on performance-based awards and maintained our measure of three-year improvement in NVA as an additional performance measure to the Company’s long-term performance shares. The Company believes that the Adjusted EBITDA, safety performance, and adjusted working capital metrics are well-suited for short-term incentives, while TSR (total shareholder return) and NVA better serve as long-term incentive targets.

For 2025, the payouts under our “at-risk” incentive programs were as follows:

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CEO Realizable Pay

The majority of the compensation value our CEO will ultimately receive is directly tied to the Company’s actual operational and financial performance and absolute and relative stock price performance.

The following table demonstrates the strong link between pay and performance by comparing the CEO’s intended target compensation value relative to his realizable value as of December 31, 2025 ($ in thousands):

In the chart above, “Target Compensation” refers to the annual target total compensation opportunities offered to the CEO across 2023, 2024, and 2025 and includes base salary, target bonus opportunity, and the grant date intended value of the long-term incentive awards in each of the three years. The amounts indicated in the Realizable columns refer to the corresponding amounts earned, or on track to be earned, from the 2023, 2024, and 2025 target compensation opportunities as of December 31, 2025. “Realizable Compensation” includes base salary and bonus actually earned each year as well as the intrinsic value of long-term incentive awards based on the Company’s closing stock price on December 31, 2025. The 2023 performance award reflects the actual total payout of 86.02% of target. As of December 31, 2025, the 2024 award was tracking at 63.6% of target, and the 2025 award was tracking at 182.6% of target; however, those awards will not be completed until December 2026 and 2027, respectively.

Good Pay Practices

Our compensation program and policies include key features that are designed to align the interests of our executives and stockholders and to mitigate compensation-related risks. The table below highlights our practices:

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Shareholder Engagement

Throughout the year, management actively engaged in conversations and sought feedback on management’s approach to long-term planning for the business, including, but not limited to, operating a global manufacturing company in an increasingly complicated global market, new technology research and development, the say-on-pay vote and general satisfaction with the Company’s compensation programs, and sustainability matters. In general, shareholders were supportive of the Company’s compensation programs, as further evidenced by 97% of votes cast supporting the 2025 “Say on Pay” vote.

Approach to Executive Compensation Program

Compensation Philosophy

The Company believes that in order to attract, motivate, and retain talented executives, its compensation program should be properly designed to:

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Components of NOV’s Compensation Program:

Given the inherent nature of these forms of compensation and the cyclical nature of the industry in which we operate, the Company has tried to provide a balance between aligning pay with absolute performance and relative performance to peers through both up and down cycles.

There are no material compensation policy differences among the individual executives except that the more senior officers, such as our Chief Executive Officer, receive a higher compensation level with a greater percentage of that compensation “at-risk,” consistent with their increased responsibilities. These differences are reviewed and considered in connection with the compensation analysis performed by the Compensation Committee.

How Executive Compensation Decisions are Determined

Role of Compensation Committee

The Company’s executive compensation program is administered by the Compensation Committee of the Board. The Compensation Committee establishes specific compensation levels for the Company’s executive officers and administers the Company’s long-term incentive award plans.

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The Compensation Committee’s objective regarding executive compensation is to design and implement a compensation program that will attract and retain the best available individuals to serve on the Company’s executive team and properly incentivize those executives to achieve the Company’s short-term and long-term financial and operational goals. To this end, the Compensation Committee strives to provide compensation packages for key executives that generally offer compensation opportunities competitive with the peer group of companies described below.

Role of Compensation Consultant

Since 2016, Meridian has been engaged as the Compensation Committee’s compensation consultant to serve as its advisor on executive compensation matters. Meridian provides advice and analysis to the Compensation Committee on the design, structure, and level of executive compensation. Meridian regularly conducts a competitive review of executive compensation for the Company’s Named Executive Officers relative to its peer companies, as well as to analyze internal pay equity, share usage and dilution. Meridian analyzed and compared each position’s responsibilities and job title to develop competitive market data based on data from proxy statements and other public filings. To establish 2025 compensation, in November 2024, Meridian generated data on the components of the Company’s compensation program compared to the competitive market data range (25^th percentile to 75^th percentile) of the designated peer group.

Role of CEO and Management

Management plays an important role in assisting the Compensation Committee in determining executive compensation. At the request of the Compensation Committee, management works with Meridian to provide relevant information for the Compensation Committee to make informed decisions. Additionally, our CEO provides the Compensation Committee with his assessment of the performance of our other executive officers and recommends compensation for those officers.

Market Considerations

As part of its process to establish compensation levels for the Company’s Named Executive Officers, the Compensation Committee compares each of the major elements of compensation (base salary, annual bonus, and long-term incentives) for each of its Named Executive Officers against the compensation provided to comparable executive officers at companies in a designated peer group.

The Company’s peer group for 2025, as approved by the Compensation Committee in 2024, remained the same as for 2024, and was as follows:

Internal Considerations

While the Compensation Committee considers market-competitive levels in setting pay, it also considers numerous other factors such as tenure, individual performance, and level and scope of responsibility.

Specific to the CEO, the Compensation Committee also takes into account his level of achievement for his goals and objectives when setting his compensation opportunity. For 2025, CEO performance was measured in four key areas of the Company:

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2025 Compensation Actions

The following section describes the elements of the Company’s compensation program for 2025, why the elements were selected, and how the amounts of each element were determined. The mix of target total compensation for our CEO and other Named Executive Officers is shown in the chart below:

Base Salary

Salary adjustments are typically based on the individual’s experience and background, the individual’s performance during the prior year, the general movement of salaries in the marketplace, our financial position, and, for each executive other than the CEO, the recommendations of our CEO. None of the Named Executive Officers received a salary increase in 2025 except for Mr. Bayardo and Mr. Reed upon their promotions. Mr. Bayardo was promoted to President and Chief Operating Officer of the Company and Mr. Reed was promoted to Senior Vice President and Chief Financial Officer of the Company effective March 17, 2025, and each received corresponding salary increases.

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Annual Incentive Plan

The objectives of the Company’s annual cash incentive plan are to incentivize performance to achieve the Company’s corporate growth, profitability, and operational goals (including safety goals), encourage smart investments and prudent return on capital, and provide competitive compensation opportunities to attract and retain high quality management talent.

Annual Incentive Award Opportunities

Annual incentive opportunities are provided to the Company’s Named Executive Officers under the Company’s 2025 Incentive Compensation Plan. Each year, the Compensation Committee establishes the target annual incentive opportunity for each Named Executive Officer as a specified percentage of his or her base salary. These target percentages are based on each executive’s level of responsibility for the Company’s financial performance. Incentive payouts will vary based on actual performance against performance objectives. The Compensation Committee made no adjustments to the target bonus levels under the 2025 annual incentive plan for the Named Executive Officers, except for the adjustment for Mr. Bayardo and Mr. Reed due to their promotions effective March 17, 2025.

Performance Metrics

The incentive plan provides for cash awards if the Company achieves certain pre-established financial objectives based on the Company’s financial plan. The Company’s annual financial plan, approved by the Board each year, is established through a comprehensive budget and financial planning process, which includes a detailed analysis of the Company’s market outlook, available strategic alternatives, and anticipated cost reductions.

Adjusted EBITDA was selected as a measure for the 2025 annual incentive plan given our continued focus on the operating profitability of our business and the ongoing macroeconomic challenges in the oil and gas industry. The Company discloses Adjusted EBITDA in its periodic earnings press releases and other public disclosures to provide investors with additional information about the results of ongoing operations. The Company includes a working capital modifier in the annual incentive plan to drive improvements in capital efficiency and cash flow.

The Company also includes safety performance measures (“Safety”) in the annual incentive plan. The Company believes that this measure emphasizes the Company’s safety culture and HSE performance across all business units. All participants, including the Named Executive Officers, have at least 10% of their incentive plan tied to Safety. For 2025, 5% was based on the achievement of certain total recordable incident rate (“TRIR”) performance levels and 5% was based on the achievement of certain annual safety goals, including safety training hours and other organizational safety initiatives determined at the business unit/segment level.

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Safety results for each segment are a rollup of the business units that make up the segment, while corporate results are a rollup of the entire Company.

Payout Calibration

Payouts under the annual incentive plan are formulaically determined and vary based on performance against pre-established objectives. The Adjusted EBITDA and Safety metrics have a “Threshold,” “Target,” and “Maximum” level of achievement, which corresponds to a Threshold, Target, and Maximum level of payout. Results falling between the stated thresholds of Threshold, Target, and Maximum will result in an interpolated payout. Below the threshold level of performance, there is no payout. The payout is capped once the Maximum performance level is achieved.

Payout Results

Payouts are determined by metric under the annual incentive plan using the following formula:

For 2025, the incentive plan Target Adjusted EBITDA was set at the Company’s financial plan Adjusted EBITDA as publicly reported in the Company’s financial statements as adjusted for certain non-recurring items and other accounting adjustments. The Minimum level was set at 70% of Target and the Maximum level was set at 120% of Target. The corporate performance was below the Target level of Adjusted EBITDA, while segment EBITDA was mixed. The Working Capital Modifier increased Adjusted EBITDA, and the Company exceeded its safety targets at the Corporate level, while segment performance was mixed. Actual bonuses paid to executives were calculated as follows:

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2025 Annual Incentive Compensation Bonus Payouts

Long-Term Incentive Compensation

The primary purpose of the Company’s long-term incentive compensation program is to:

The executives’ long-term incentive awards are benchmarked to ensure the type, value, and amount of each award are consistent with market practices and aligned with the Company’s philosophy.

For 2025, target equity values remained the same as 2024 for the Named Executive Officers. However, in connection with Mr. Bayardo’s promotion to President and Chief Operating Officer and Mr. Reed’s promotion to Senior Vice President and Chief Financial Officer effective March 17, 2025, each was issued a one-time supplemental award in the amount of $1,150,000 divided equally between restricted stock units and performance share awards.

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Based on the foregoing, on February 19, 2025, and with respect to Mr. Bayardo’s and Mr. Reed’s supplemental awards, on March 17, 2025, the Compensation Committee approved the grant of stock options, restricted stock units, and performance share awards to the Company’s Named Executive Officers pursuant to the NOV Inc. Long-Term Incentive Plan:

Stock Options

The options were granted at a price equal to the closing trading price of the Company’s common stock on the NYSE on the date of approval of the grants by the Compensation Committee ($15.28 per share). Each of such options has a term of ten years and vests in three equal annual installments commencing on the first anniversary of the grant.

Restricted Stock Units

The restricted stock units granted vest in three equal annual installments commencing on the first anniversary of the date of grant.

Performance Share Awards

The performance share awards can be earned based on performance against pre-established goals and vest three years from the grant date (performance period is January 1, 2025 to December 31, 2027). The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns-based metric).

The TSR goal can only be achieved if the percentile ranking of the Company’s TSR as measured against the TSR of the constituent members of the OSX over a three-year performance period exceeds certain levels. The Compensation Committee believes that the members of the OSX are an appropriate benchmark against which to compare the Company’s TSR performance.

The TSR goal is subject to a vesting cap equal to 100% of the target level if the Company’s absolute TSR over the performance period is negative, regardless of relative TSR results. Conversely, if the Company’s absolute TSR is greater than 15% annualized over the performance period, the payout amount shall not be less than 50% of the target level, regardless of relative TSR results.

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The following table summarizes the absolute TSR collar limitation:

The NVA goal is based on the Company’s NVA (NOV Value Added) over the three-year performance period. “NVA” is calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times a 9% required return on assets.

The following table summarizes the payout thresholds for the 2025 performance share awards:

Results falling between threshold, target, and maximum will result in a linearly interpolated payout.

2023 Performance Share Awards Results

The 2023 performance share awards were divided into two independent parts subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The performance period commenced on January 1, 2023 and ended on December 31, 2025. The TSR portion of the award was based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX over a three-year performance period. The TSR calculation ranked the Company’s stock performance against the OSX peer group using the average of the first and last 30 days of the vesting period and assumes the reinvestment of dividends. The NVA portion of the award was based on the Company’s NVA from the over the three-year performance period. NVA was calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets.

The Company’s three-year average TSR was -25.7%, which ranked 10^th in the OSX comparator group during the 2023-2025 performance period. Within the OSX comparator group, this TSR result was above the threshold level but below the target level and resulted in 71.4% of the target shares from the TSR-based awards vesting. The TSR-based award is also subject to a vesting cap equal to 100% of the target level if the Company’s absolute TSR over the Performance Period is negative, regardless of relative TSR results. However, the cap did not apply since the payout was 71.4% of target, which was below the 100% vesting cap. The Company’s absolute NVA performance at the end of the performance period was negative $29.2 million, which was above the target but below the maximum level. As a result, 168.9% of the shares from the NVA-based award vested. The total weighted payout percent for 2023 performance share awards grant was 86.02%. The Compensation Committee certified the results for the 2023 performance share awards on February 18, 2026.

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Retirement, Health, and Welfare Benefits

The Company offers retirement, health, welfare, and wellness programs to all eligible employees. The Company’s executive officers generally are eligible for the same benefit programs on the same basis as the rest of the Company’s employees. The health and welfare programs cover medical, pharmacy, dental, vision, life, accidental death and dismemberment, and disability insurance. A selection of supplemental benefits is also available for employees to elect at their own expense. U.S. employees may also earn wellness incentives by participating in voluntary wellness activities.

The Company offers retirement programs that are intended to supplement the employee’s personal savings. The programs include the NOV Inc. 401(k) (“401k Plan”) and the NOV Inc. Non-Qualified Deferred Compensation Plan (“NDCP”). The Company’s U.S. employees, including its executives, are generally eligible to participate in the 401k Plan. Employees of the Company whose base salary meets or exceeds a certain dollar threshold and whose position is deemed to be eligible as established by the Company’s benefits plan administrative committee are generally eligible to participate in the NDCP. Participation in the 401k Plan and NDCP is voluntary. The NDCP is a non-qualified plan that allows participants to continue saving and receiving Company contributions towards retirement when, due to compensation and contribution ceilings established under the Internal Revenue Code, they or the Company can no longer contribute to the 401k Plan.

In 2022, the Compensation Committee adopted a retirement policy for equity awards (the “Equity Retirement Program”). The Equity Retirement Program provides certain benefits to long-term employees to permit such individuals to elect retirement, including full or partial continued vesting of certain equity awards, provided that the retiree agrees to certain post-employment restrictions, including non-competition and non-solicitation covenants. The Equity Retirement Program applies to the 2022 equity awards and any future equity awards granted to eligible employees. The Compensation Committee also authorized and directed the Company to adopt an amendment to the Company’s group health plan to provide extended medical benefits for certain employees in the United States (the “Retiree Medical Plan”) to provide for post-employment medical coverage for the retiree and his or her dependents under certain circumstances until he or she turns 65 and is eligible to participate in Medicare.

In order to participate in both the Equity Retirement Program and the Retiree Medical Plan, the employee must attain at least 60 years of age at the time of retirement and must have completed at least ten years of total service and at least five years of consecutive service with the Company prior to retirement. Additionally, employees must obtain approval of their proposed retirement date from the Company before they are eligible to participate.

The Company’s Named Executive Officers are eligible to participate in the Equity Retirement Program and the Retiree Medical Plan (provided they satisfy the plan eligibility requirements).

U.S. Income Tax Limits on Deductibility

In establishing total compensation for our executive officers, the Compensation Committee considers the accounting treatment and tax treatment of its compensation decisions, including Code Section 162(m). Section 162(m) generally disallows an income tax deduction to publicly traded corporations for compensation in excess of $1,000,000 paid for any fiscal year to the Company’s “covered employees,” defined in Section 162(m) as the CEO, the Chief Financial Officer, the three other most highly compensated executive officers, other than the CEO and Chief Financial Officer, and any other individual who has been classified as a “covered employee.” The Compensation Committee believes that the potential deductibility of the compensation payable under its incentive compensation plans and arrangements should be only one of a number of relevant factors taken into consideration in establishing those plans and arrangements for our executive officers and not the sole governing factor. For that reason, the Compensation Committee intends to structure its incentive compensation plans and arrangements in a manner which, acknowledging that a portion of those compensation payments may not be deductible under Section 162(m), assures appropriate levels of total compensation for our executive officers based on and aligned with the Company’s performance.

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For purposes of this clawback policy, material misconduct includes conduct adversely affecting the Company’s financial condition, results of operations, or conduct which constitutes fraud or theft of Company assets, any of which require the Company to make a restatement of its reported financial statements. If any material misconduct results in any error in financial information used in the determination of compensation paid to the recipient of any equity award, and the effect of such error is to increase the payment amount pursuant to such award, the Compensation Committee may also require the recipient to reimburse the Company for all or a portion of such increase in compensation provided in connection with any such award. In addition, if there is a material restatement of the Company’s financial statements that affects the financial information used to determine the compensation paid to the recipient of an award, then the Compensation Committee may take whatever action it deems appropriate to adjust such compensation.

Stock Ownership Guidelines for Executives

The Company adopted stock ownership guidelines for its named executive officers in February 2013 and amended them in November 2020. The Company’s stock ownership guidelines for its named executive officers are intended to align the interests of the Company’s named executive officers and the Company’s stockholders by requiring executives to accumulate and retain a meaningful amount of the Company’s stock. Under the guidelines applicable for 2025, the named executive officers must comply with the following ownership requirements:

The Company’s named executive officers must attain the applicable stock ownership level within five years after first becoming subject to the guidelines. The following shares of Company stock count towards compliance with the guidelines: shares owned by the executive; shares owned jointly by the executive and his or her spouse; shares held in a trust established by the executive for the benefit of the executive and his or her family members; shares equal to the number of vested deferred stock units credited to the executive; shares equal to the in-the-money portion of any vested, unexercised options; unvested shares of time-based restricted stock or restricted stock units; and shares credited to the executive’s 401k Plan account. Unvested and unearned performance shares or units and unvested stock options do not count towards compliance guidelines. For purposes of determining compliance with the guidelines, as of January 1 of each year, the executive’s total eligible shares (as described above) will be multiplied by the greater of (a) the average of the month-end closing prices of the Company’s common stock for the prior twelve months or (b) the value on the date of grant or purchase. All of the Company’s named executive officers were in compliance with the Company’s stock ownership guidelines as of January 1, 2026. In addition, as described under “Recent Developments for 2026 Compensation” below, the stock ownership guidelines were amended as of February 18, 2026, and all of the Company’s named executive officers were in compliance with the amended stock ownership guidelines as of March 25, 2026.

Compensation Consultant Independence

In furtherance of maintaining the independence of the Compensation Committee’s compensation consultant, the Compensation Committee has the sole authority to retain or terminate its compensation consultant. The Compensation Committee annually reviews and approves total expenditures paid to the independent compensation consultant. Meridian and its affiliates did not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive officer compensation during 2025.

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Recent Developments for 2026 Compensation

In connection with Mr. Bayardo’s promotion to CEO, effective January 1, 2026, the Company (a) increased his annual base salary to $950,000, (b) increased his target bonus percentage for the Company’s incentive compensation plan from 100% to 125% of his annual base salary, and (c) amended his executive employment agreement solely to increase the percentage that will apply in certain scenarios from 100% to 125% (see “Employment Contracts and Termination of Employment and Change-in-Control Arrangements” on p. 59 for more detail).

On February 18, 2026, the Compensation Committee, in connection with its annual review of executive compensation and performance, and in consultation with Meridian, approved the base salaries, annual incentive targets, and long-term incentive awards of the Company’s executive officers. The Compensation Committee decided to maintain our general approach to executive compensation, with an emphasis on short and long-term incentive compensation that rewards our executives when they achieve the Company’s financial and operational goals and deliver value for our stockholders.

The Compensation Committee, in connection with its annual review of executive compensation and performance, after consulting with Meridian, approved the following:

Compensation Committee Report

The responsibilities of the Compensation Committee, which are set forth in the Compensation Committee Charter adopted by the Board, include approving and evaluating all compensation of directors and executive officers, including salaries, bonuses, and compensation plans, policies, and programs of the Company.

We have reviewed and discussed with senior management the Compensation Discussion and Analysis section included in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s 2026 Proxy Statement.

Members of the Compensation Committee

Christian S. Kendall, Committee Chair

Patricia Martinez

William R. Thomas

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EXECUTIVE COMPENSATION

The following table sets forth for the year ended December 31, 2025, the compensation paid by the Company to its former Chief Executive Officer, current Chief Executive Officer (and former Chief Financial Officer), current Chief Financial Officer, and three other most highly compensated executive officers (the “Named Executive Officers” or “NEOs”) serving in such capacity at December 31, 2025.

Summary Compensation Table

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The following table provides information concerning stock options, restricted stock awards and restricted stock units granted to Named Executive Officers during the fiscal year ended December 31, 2025. The Company did not grant any stock appreciation rights to the Named Executive Officers during the year ended December 31, 2025.

Grants of Plan-Based Awards