Seadrill Ltd

For the period ended Jun 3, 2026. Filed Apr 20, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2026 · Filed Apr 20, 2026

SDRL$42.20+2.6%Stored close · as of Nov 6, 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. )

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

Seadrill Limited

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER TO OUR SHAREHOLDERS

Dear Shareholders,

On behalf of the Board of Directors of Seadrill Limited, I invite you to attend the 2026 Annual General Meeting of Shareholders. The meeting will be held on June 3, 2026, at 10:00 a.m. (Bermuda time) at the Hamilton Princess Hotel & Beach Club, located at 76 Pitts Bay Road, Hamilton, PB HM 08, Bermuda. The meeting is an important opportunity to vote on key matters that will help shape Seadrill’s future.

Seadrill delivered solid 2025 financial results while achieving record safety performance, setting operational records, and investing in our people to widen that gap. Across the fleet, we executed complex deepwater programs ahead of schedule and budget, working closely with customers and key suppliers to develop innovative technical solutions and deliver record-setting performance.

Focus on Safety and Industry-leading Performance

Safety is the foundation of everything we do. In 2025, we achieved our best ever safety performance, finishing the year with a total recordable incident rate of 0.17, a result that was 50% better than the International Association of Drilling Contractors (IADC) offshore industry benchmark.

Safe operating performance would not be possible without our people, and throughout 2025 we continued to invest in our people through ongoing professional development opportunities. We expanded course offerings at the Seadrill Academy in Dubai, held Operational Discipline and Technical Services workshops around the world, and launched our first Safety Leadership Assessment program.

Operationally, we continue to provide industry-leading performance for our customers.

Building on over a decade of productive collaboration and shared success, the West Neptune delivered a record-breaking six-zone completion for LLOG in the U.S. Gulf of America, completing the program in 11 days and exceeding the prior benchmark by an impressive 60%.

The West Polaris and West Neptune delivered highly complex Managed Pressure Drill (MPD) campaigns using state-of-the-art Integrated Riser Joint technology, which translated into more than 12 hours saved during rig up and rig down per well and meaningful economic value for our customers. With over 100 MPD wells drilled, Seadrill continues to be a best-in-class provider in this space.

Finally, the West Tellus reached 400 consecutive days of BOP subsea deployment while delivering five wells offshore Brazil. This marks the second longest deployment in our fleet history, demonstrating the durability of both our equipment and our crews in a demanding deepwater environment.

All are outstanding achievements that reinforce Seadrill’s competitive advantage in the market.

Commercial Success

Our disciplined approach to fleet management, minimizing idle time, and securing contracts that maximize our assets’ technical capabilities has established a solid foundation as the balance between global offshore rig supply and customer demand becomes increasingly constrained.

In 2025, the average dayrate earned across Seadrill’s fleet increased by more than 10%, and we will further benefit from the repricing of legacy contracts for the West Jupiter and West Tellusin 2026.

Our backlog profile provides strong revenue visibility into 2026, growing coverage into 2027, and substantial contracting leverage in an improving market.

Earnings and Free Cash Flow Expansion

We ended the year with a robust balance sheet, including $365 million in cash and a net leverage ratio of 0.81x. Looking ahead, we see a clear path to meaningful earnings and free cash flow expansion in the second half of 2026 and growing into 2027. Our commercial execution and backlog visibility provide a strong platform, while our meaningful commercial leverage amid a tightening market position us to capture rate upside as the cycle accelerates.

Your vote is important. We encourage you to review the enclosed proxy statement and vote promptly for the proposals included to ensure your shares are represented at the Annual General Meeting. We value and appreciate your continued investment in and support of Seadrill.

With best regards,

Julie J. Robertson

Chairman of the Board of Directors

NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of Shareholders (the “Meeting”) of Seadrill Limited (the “Company”) will be held on June 3, 2026 at 10:00 a.m., Bermuda time, at the Hamilton Princess Hotel & Beach Club, 76 Pitts Bay Road, Hamilton, PB HM 08, Bermuda for the following purposes, all of which are more completely set forth in the accompanying proxy statement:

A.	To receive the audited consolidated financial statements of the Company for the year ended December 31, 2025.

B.	To consider and vote on the following Company proposals:

To determine that the number of Directors comprising the Board of Directors of the Company (the “Board”) be set at up to nine (9) Directors until such number is determined or changed in accordance with the Bye-laws of the Company (the “Bye-laws”) and to authorize the Board to fill any vacancy on the Board left unfilled at any general meeting of shareholders.

To re-elect, by way of separate resolutions, each of Julie J. Robertson, Jean Cahuzac, Jan Kjærvik, Mark McCollum, Harry Quarls, Andrew Schultz, Paul Smith, Jonathan Swinney and Ana Zambelli as Directors of the Company to serve until the Company’s next annual general meeting of shareholders or until their respective offices are otherwise vacated in accordance with the Bye-laws.

To approve the appointment of PricewaterhouseCoopers LLP, United States (“PwC US”), to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and until the close of the Company’s next annual general meeting of shareholders thereafter and the authorization of the Board (acting through the Audit and Risk Committee of the Board) to determine the remuneration of PwC US.

4.	To approve and ratify the remuneration of the Directors.

5.	To conduct an advisory vote to approve the compensation of our named executive officers for 2025.

6.	To approve Amendment No. 1 to the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “MIP Amendment”).

C.	To consider and vote on such other business as may properly come before the Meeting and any adjournment or postponement thereof.

The Board has fixed close of business, Eastern Time, on April 6, 2026 as the record date for the determination of the shareholders of record entitled to attend and vote at the Meeting or any adjournment or postponement thereof. Only those shareholders entered on the Register of Members of the Company as of the above record date shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time.

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 accompanying proxy statement 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,

James Gilbertson

Company Secretary

April 20, 2026

How to Vote

	Internet		Mail	Phone
Online at: www.proxyvote.com Have your proxy card in hand when you access the website and follow the instructions.	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 so that it is received no later than 11:59 p.m., Eastern Time, on June 1, 2026, which is the voting cutoff time.	Use any touch-tone telephone to call: 1-800-690-6903 Have your proxy card in hand when you call and follow the instructions.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 3, 2026. The notice and proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) are available without charge atwww.proxyvote.com.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) on or about April 20, 2026. Shareholders who have requested a paper copy of the proxy statement and the 2025 Annual Report will receive those documents. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote online and obtain a paper copy of the proxy materials.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.