Valaris Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Valaris Limited

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Dear Fellow Shareholders,

In 2025, we successfully delivered on our priorities: operational excellence, commercial execution, and prudent management of our costs and fleet. Through disciplined execution across these priorities, we have positioned Valaris for continued success and value creation as we prepare to enter our next chapter with Transocean.

Delivering safe and efficient operations

We delivered fleetwide revenue efficiency of 96% in 2025, our fifth consecutive year at or above this level. We also advanced key process safety initiatives, including BarrierPulse™, our digital barrier management platform that provides real-time visibility on critical barriers linked to major accident hazards. These efforts enhance risk management and support consistent, high-quality performance for our customers.

Executing our commercial strategy

In 2025, we successfully executed our commercial strategy to book-end white space across our floater fleet while maintaining high utilization across our active jackup fleet. We secured over $2.6 billion of contract backlog during the year and have added approximately $900 million in backlog since the start of 2026. These awards include several attractive drillship contracts, and we expect to enter 2027 with all ten of our active drillships working. In addition, we have industry-leading contract coverage across 2026 and 2027 for our active fleet.

These new contracts are expected to underpin a meaningful improvement in our financial results across 2026. To convert this commercial success into strong financial performance, we remain laser focused on operational execution, including the startup of four drillships this year.

Prudently managing our costs and fleet

We prioritize maintaining a high-quality, efficient asset base, while prudently managing our costs and fleet.

This includes controlling expenses between contracts, monetizing assets when we can achieve attractive values, and retiring rigs when their expected future economic contribution no longer justifies the associated ownership and reactivation costs.

Consistent with this approach, during 2025 we sold or recycled four jackups and three semisubmersibles, enhancing our cash position through sale proceeds and reduced stacking costs. These actions sharpened our strategic focus, high-graded our fleet, and facilitated return of capital to shareholders.

Positive industry outlook

We continue to see a positive outlook for offshore drilling. While the ongoing conflict in the Middle East has created near-term uncertainty, it reinforces the strategic importance of energy security and the need for sustained upstream investment to help ensure reliable and affordable energy supply. Demand for hydrocarbons continues to grow, and offshore developments are expected to play a critical role given their scale, longevity and compelling economics. These dynamics support a sustained upcycle for our industry.

Transaction with Transocean

In February 2026, we were pleased to announce an all-stock transaction with Transocean that will benefit our shareholders, customers, and employees. This transaction is expected to deliver meaningful value to Valaris shareholders through anticipated synergies and the opportunity to participate in the future upside potential of a combined company with the capability to operate any rig at any water depth in any offshore environment worldwide.

We thank our employees for their dedication and continued focus on delivering outstanding performance and value to our customers and shareholders. On behalf of our entire global workforce and the Board of Directors, thank you for your support.

Sincerely,

Shareholders may also be asked to consider and vote on such other business as may properly come before the meeting and any adjournment or postponement thereof. The Company’s audited financial statements for the year ended December 31, 2025 will also be available at the Meeting and are included in our 2025 annual report to shareholders ("2025 annual report").

This proxy statement relates only to the Meeting. As previously disclosed, on February 9, 2026, the Company entered into a business combination agreement (as may be amended, the “Business Combination Agreement”) with Transocean Ltd. (“Transocean”). The Business Combination Agreement provides that, among other things and subject to the terms and conditions thereof, Transocean will acquire all of the issued and outstanding common shares of the Company (such proposed transaction, the “Business Combination”) pursuant to a Bermuda scheme of arrangement under Section 99 of the Companies Act 1981 of Bermuda (the “Scheme of Arrangement”). Completion of the Business Combination is subject to the satisfaction of certain closing conditions, including, but not limited to, shareholder approval of the Scheme of Arrangement and the receipt of applicable regulatory approvals. A separate meeting of the shareholders of the Company (the “Scheme Meeting”) will be convened by order of the Supreme Court of Bermuda in due course for shareholders of the Company to vote on the Scheme of Arrangement and a separate proxy statement will be delivered to shareholders for that meeting. If approved and sanctioned by the Court, the Scheme of Arrangement will become effective upon delivery of the court order to the Registrar of Companies in Bermuda and will be binding on all shareholders of the Company. For additional information related to the Business Combination and Scheme of Arrangement, please refer to the Company’s definitive joint proxy statement regarding the Business Combination and explanatory statement contained therein relating to the Scheme of Arrangement and other relevant materials to be filed with the U.S. Securities and Exchange Commission (the “SEC”) when they become available.

Your vote is very important. Even if you plan to attend the meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the meeting in accordance with your instructions. Voting your shares will help to ensure that your interests are represented at the Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting.

By Order of the Board of Directors,

Davor Vukadin

Senior Vice President, General Counsel and Secretary

April 16, 2026

Clarendon House, 2 Church Street

Hamilton, Bermuda HM 11

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 10, 2026. The proxy statement, our 2025 annual report and notice are available without charge at www.proxyvote.com.

Table of Contents

FORWARD-LOOKING STATEMENTSStatements contained in this proxy statement that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” "outlook," “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words. The forward-looking statements contained in this proxy statement, including statements regarding the expected benefits, timing and completion of the pending Business Combination with Transocean are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, target, goal, commitment or expectation can or will be achieved. You should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our most recent annual report on Form 10-K, which is available on the SEC’s website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statements, except as required by law.Standards of measurement and performance made in reference to our sustainability targets, plans and goals are based on evolving protocols and assumptions which may change or be refined. Company goals are aspirational and may change. Statements regarding the Company’s goals, including greenhouse gas emissions reduction goals, are not guarantees or promises that they will be met. We may determine to adjust our commitments, goals or targets or establish new ones to reflect changes in our business, operations or plans. The inclusion of information regarding our sustainability initiatives and aspirations is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC. Content available on websites and in documents referenced in this proxy statement are not incorporated by reference herein and are not part of this proxy statement.