UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 1, 2024

NOV INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s Telephone Number, Including Area Code 346-223-3000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On February 1, 2024, NOV Inc. issued a press release announcing earnings for the quarter and year ended December 31, 2023 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On February 1, 2024, NOV Inc. posted certain supplemental segmented financial information (the “Supplemental Financial Data”) to the Investors section of its website. The Supplemental Financial Data presents certain actual selected financial data for the periods indicated, as well as certain ‎unaudited pro forma financial data for the same periods which has been adjusted to show ‎the pro forma results if presented in accordance with NOV Inc.’s previously announced re-‎segmentation. Pursuant to the re-segmentation, effective January 1, 2024, NOV Inc. will be ‎consolidating its reporting structure into two segments: Energy Equipment and Energy ‎Products and Services.‎ The unaudited pro forma financial data contained in the Supplemental Financial Data is presented for illustrative purposes only. The ‎unaudited pro forma financial data is based upon available information and certain ‎assumptions that management believes are reasonable under the circumstances.‎ A copy of the Supplemental Financial Data is furnished herewith as Exhibit 99.2 and incorporated herein by reference.

The information contained in Item 7.01 of this Current Report, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.