Transocean Ltd.
For the period ended May 22, 2026. Filed Mar 31, 2026.
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May 22, 2026 · Filed Mar 31, 2026
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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 (Amendment No. )
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| Filed by the Registrant ⌧ | |
| Filed by a Party other than the Registrant ◻ | |
| Check the appropriate box: | |
| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ⌧ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
Transocean Ltd.
(Name of Registrant as Specified In Its Charter)
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
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| Payment of Filing Fee (Check the appropriate box): | |
| ⌧ | No fee required. |
| ◻ | Fee paid previously with preliminary materials. |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
TO THE OWNERS OF OUR COMPAN****Y:
Dear Fellow Shareholders,
2025 was a year of significant progress for Transocean. Our team delivered best-in-class safety performance and exceptional uptime while also reducing our cost structure, resulting in strong cash flow generation. We completed several important capital market transactions that reduced debt and interest expense and simplified our balance sheet, improving our financial flexibility. These accomplishments, the result of the exceptionally hard work and dedication of our employees, contributed to improvement in our share price which, in turn, helped enable us to announce a definitive agreement to acquire Valaris in an all-stock transaction on February 9, 2026.
Key accomplishments include:
| ■ | Achieved exceptional safety results with zero operational integrity events and zero lost-time incidents across our fleet |
| ■ | Delivered fleet uptime of nearly 98% |
| ■ | At $461,300, earned the highest average daily revenue per rig among our key competitors |
| ■ | Retired $1.3 billion in debt, materially exceeding $700 million in scheduled maturities, and reduced annual interest expense by $90 million |
| ■ | Streamlined our organizational structure, improved efficiency of rig expenditures and rationalized global shore bases, resulting in an aggregate reduction in operating and support costs of approximately $250 million through 2026 |
| ■ | Increased cash flow margins throughout the year, achieving 31% in Q4-25 |
| ■ | Further rationalized our offshore fleet by recycling six rigs |
| ■ | Completed five major planned “out of service” projects on time and within budget. |
Transocean offers the highest-specification ultra-deepwater and harsh-environment floating drilling fleet in the industry and our experienced people—from the office to the rig floor—strive to consistently implement our proven practices around the world. The result is outstanding operating and safety performance. Throughout 2025, our customers reaffirmed Transocean’s value proposition by selecting our assets and crews for their projects. As a result, we enter 2026 with a fleet that is more than 90% committed, and we have $6.1 billion in high-quality backlog that we intend to efficiently convert to free cash flow.
While we have made meaningful strides to reduce debt, improving our capital structure is, and will remain, a top priority. The steps we have taken to sustainably lower our operating costs and interest expense will enhance our cash flow, allowing us to accelerate deleveraging.
In 2026, we are celebrating Transocean’s 100th anniversary, a significant milestone in our Company’s history. This is an exciting time: we are optimistic regarding prospects for a sustained upcycle in offshore drilling and we remain encouraged by the outlook for improving future demand for our assets. Demand for hydrocarbons continues to increase, and offshore exploration is expected to grow in importance as customers prioritize reserve replacement and cost-competitive new developments around the world.
We believe that our recently announced acquisition of Valaris is transformative, serving to better position Transocean for this emerging upcycle. It reinforces our position as an industry leader with the highest specification fleet, a dedicated team, and strong customer-focused operations. Consistent with Transocean’s commitment to be the “partner of choice,” our customers will have global access to a highly capable, diverse
portfolio of offshore drilling rigs, enhancing our ability to provide them with best-in-class service in all environments, as well as efficient, safe and predictable operations.
Additionally, we expect to achieve more than $200 million in cost synergies – incremental to the approximately $250 million savings expected from Transocean on a standalone basis – with improved cash‑flow generating potential supported by a combined pro forma backlog of close to $11 billion. Post-close, accelerated debt reduction and strengthening of our balance sheet will remain key objectives.
The combination of Transocean and Valaris advances all our strategic priorities and positions us to create significant value for our shareholders and, through a sustainable reduction in costs, further aligns our objectives with those of our customers. We expect this transaction to close in the second half of 2026 and look forward to sharing more information with you in the coming quarters.
Your vote is very important to us. We encourage you to review the materials carefully and vote in favor of the Board’s recommendations for each proposal. These proposals reflect the Board’s ongoing efforts to execute Transocean’s strategy, demonstrate effective governance, and align management compensation drivers with shareholder value.
On behalf of the Board of Directors and management team, thank you for your support of our Company.
Sincerely,
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| KEELAN I. ADAMSON | | Jeremy D. Thigpen | ||
| President and Chief Executive Officer | | Executive Chair | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.