Seadrill Ltd

Base Salary

Our named executive officers’ base salaries are designed to provide a market-competitive fixed base of cash compensation to remunerate them for their day-to-day service during the year. The Joint Nomination and Remuneration Committee reviews the named executive officers’ base salaries on an annual basis and, effective as of September 15, 2025, approved an increase in the annual base salary of each named executive officer other than Mr. Johnson. The increase to Mr. Sauer-Petersen’s base salary was due, in part, to his change in responsibilities as Executive Vice President, Chief Technology & Sustainability Officer, effective as of August 27, 2025. The 2025 annual base salaries of our named executive officers are set forth below.

Annual Incentive Compensation

The Company maintains an annual short term incentive plan (the “STIP”) for select employees, including our named executive officers, to recognize and reward the achievement of performance goals that are critical to the success of the Company.

Performance periods under the STIP begin January 1 st and end December 31 st of each calendar year (a “performance year”), and actual payments made under the STIP are calculated based on the participant’s base salary as of December 31 st of the performance year, the “STIP Target %” assigned the participant by the Joint Nomination and Remuneration Committee at the beginning of the performance year, and the sum of the weighted performance score for each performance metric, subject to upward or downward adjustment by up to 20% based on individual performance, as described below.

Pursuant to their employment agreements, the named executive officers are eligible to receive annual bonuses subject to the achievement of specified performance goals determined by the Board and the named executive officer’s continued employment through the date the annual bonuses are paid. As a result, in April 2025, the Joint Nomination and Remuneration Committee set the following STIP Target % for each named executive officer under the 2025 STIP (which were the same as in 2024), which would result in, if all company-wide performance metrics are met at the Target level, and the individual performance modifier resulted in no upward or downward adjustment, a 2025 STIP payout equal to the named executive officer’s base salary as of December 31, 2025 multiplied by his STIP Target %:

Performance Targets and Results

In line with the Company’s compensation philosophy to grant compensation that aligns our executive’s interests with those of our shareholders, the 2025 STIP could be earned based on the achievement of company-wide performance goals, subject to individual performance modifiers.

Company-Wide Performance Goals

Each company-wide performance goal may be achieved at between 0% and 200% of its target.

Notwithstanding the level at which any other performance metrics are achieved, in order for any payments to be made under the 2025 STIP, the Company Adjusted EBITDA metric must be achieved at or above the Threshold level. If the Company Adjusted EBITDA metric had not been achieved at least at the Threshold level, no payments would have been made under the 2025 STIP, regardless of the level at which the other performance metrics were achieved. With respect to the other performance measures, a score below the Threshold level results in a deemed 0% achievement of such measure, and achievement between the Threshold, Target and Maximum levels is determined through straight line interpolation.

Attached as Appendix A in this proxy statement is a reconciliation of each of Company Adjusted EBITDA and Unlevered Free Cash Flow to the most directly comparable GAAP financial measure.

The following table sets forth the Threshold, Target and Maximum levels of the company-wide performance goals established by the Joint Nomination and Remuneration Committee at the beginning of the 2025 performance year, the percentages of the Target level goals that were actually achieved, as certified by the Joint Nomination and Remuneration Committee after the end of the 2025 performance year, and the weighted percentage score achieved for each goal.

Individual Performance Modifiers

The 2025 STIP provided for a potential adjustment of up to ±20% to individual awards based on a holistic assessment of leadership effectiveness, execution of strategic priorities, and overall individual contributions during the year. In line with market practice, the Joint Nomination and Remuneration Committee reviewed management’s recommendations and exercised its independent judgment to apply modest positive or negative adjustments for certain executives. These adjustments were intended to maintain alignment between individual payouts, corporate performance, and the Company’s approved 2025 STIP funding framework, while ensuring uniform and equitable treatment across the leadership team. The adjustments applied were limited in scale and were made to preserve consistency in how performance outcomes were reflected in final awards. The Joint Nomination and Remuneration Committee’s use of discretion did not materially alter the overall design or operation of the 2025 STIP.

As a result of the Company’s achievement of the company-wide performance goals, as adjusted as described above, the Joint Nomination and Remuneration Committee approved the following 2025 annual bonus payouts:

Long-Term Incentive Compensation

In line with our compensation philosophy, our long-term incentive compensation program is designed to emphasize the retention of our executive talent and reward our named executive officers for the achievement of long-term performance goals, aligning them with shareholder interests. In each calendar year since 2022, the Joint Nomination and Remuneration Committee has granted our named executive officers, and other key employees, a combination of TRSUs and PRSUs. In line with our compensation philosophy, these awards align our named executive officers’ interests with those of our shareholders by tying the named executive officers’ compensation to the price of the Company’s common shares.

2025 Awards

In April 2025, the Joint Nomination and Remuneration Committee established long-term incentive target values for the named executive officers, which are set forth below. Of the total long-term incentive target values, sixty percent (60%) was granted in the form of PRSUs (the “2025 ExCo PRSUs”) and forty percent (40%) was granted in the form of TRSUs (the “2025 ExCo TRSUs”).

PRSUs. The 2025 ExCo PRSUs vest based on the Company’s achievement of absolute and relative total shareholder return (“TSR”) metrics and cumulative free cash flow metrics, in each case, over a three-year performance period from January 1, 2025 through December 31, 2027. The number of 2025 ExCo PRSUs ultimately earned can range from 0% to 200% of the target number of 2025 ExCo PRSUs.

Of the target 2025 ExCo PRSUs granted, sixty percent (60%) are subject to the achievement of the TSR metrics (the “2025 ExCo TSR PRSUs”). The relative TSR metric is measured against a performance peer group initially consisting of 12 companies, which were selected primarily due to similarity of business focus, capital structure and the fact that they are competitors within the oil and gas industry. In addition to the inherent nature of PRSUs to align executive interests with those of shareholders, the use of both absolute and relative TSR (by virtue of the matrix below) as a performance measure further enhances this goal by creating direct alignment between the PRSUs and shareholder return performance relative both the Company’s peers and to the market and further strengthens the link between share price growth and long-term compensation. The final payout of the 2025 ExCo TSR PRSUs can range from 0% to 200% of the target number of 2025 ExCo TSR PRSUs and will be determined in accordance with the below matrix. For achievement between any of these points, the payout is interpolated on a straight-line basis.

We use our compensation peer group, as defined above, to measure relative TSR performance.

Any company in the peer group that, during the performance period, (i) is acquired and ceases to have its primary common equity security listed or traded will be omitted from the peer group or (ii) (a) is forced to delist from the securities exchange upon which it was traded due to low stock price or other reasons or (b) files for bankruptcy, in each case of (a) and (b), will be included in the peer group but will be ranked last.

For purposes of both absolute and relative TSR, TSR will be calculated as (i) the sum of (a) the volume weighted average price of a share (or unit, as applicable) for the last twenty (20) trading days of the performance period (including the last day) plus (b) any dividends paid over the course of the performance period, divided by (ii) the volume weighted average price of a share (or unit, as applicable) for the first twenty (20) trading days of the performance period (including the first day).

The remaining 40% of the 2025 ExCo PRSUs are subject to the achievement of the cumulative free cash flow performance metrics (the “2025 ExCo CFCF PRSUs”), with one-third of the 2025 ExCo CFCF PRSUs eligible to be earned based on our annual cash flow during each of three individual annual measurement periods beginning on January 1 and ending on December 31 of each of 2025, 2026 and 2027. The 2025 ExCo CFCF PRSUs will be settled following the last annual measurement period, subject to the named executive officer’s continued employment through the end of the last annual measurement period.

The final payout of the 2025 ExCo CFCF PRSUs can range from 0% to 200% of the target number of 2025 ExCo CFCF PRSUs, depending on the Company’s annual free cash flow for each annual measurement period, compared to the Company’s annual budget for annual free cash flow, and will be determined in accordance with the below matrix. For achievement between any of these points, the payout is interpolated on a straight-line basis.

Attached as Appendix A in this proxy statement is a reconciliation of annual free cash flow to the most directly comparable GAAP financial measure.

As a result of the Company’s achievement of its 2025 annual free cash flow goals at 0% of budget, with respect to the 2025 annual measurement period, the first one-third of the 2025 ExCo CFCF PRSUs was earned at 0% of target.

TRSUs. The 2025 ExCo TRSUs vest one-third on April 25 of each of 2026, 2027 and 2028.

Prior Awards

Initial ExCo PRSUs and TRSUs. In August 2022, following the adoption of the MIP (as defined herein), the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali and Sauer-Petersen. In connection with Mr. Strickler joining the Company in early 2023, to incentivize the Company’s senior management as a unified team, the Joint Nomination and Remuneration Committee granted Mr. Strickler PRSUs and TRSUs, generally subject to the same terms and conditions as those grants made to existing senior management in August 2022. Such TRSUs (the “Initial ExCo TRSUs”) vested one-third annually from the date of grant, with the final tranche vesting on August 6, 2025. Such PRSUs (the “Initial ExCo PRSUs”) were eligible to be earned to the extent the Company maintained or exceeded set per share trading prices for a period of at least forty-five (45) consecutive trading days over the period beginning on August 6, 2022 and ending on August 6, 2025. On August 27, 2025, the Joint Nomination and Remuneration Committee certified achievement of the performance goals for the Initial ExCo PRSUs at 60.86%.

September 2023 PRSUs and TRSUs. In September 2023, the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali, Sauer-Petersen and Strickler. Like the 2025 ExCo PRSUs, sixty percent (60%) of such PRSUs can be earned based on the achievement of absolute and relative TSR performance measures, over the period beginning on September 25, 2023 and ending on December 31, 2025 (the “2023 ExCo TSR PRSUs”), and forty percent (40%) of such PRSUs can be earned based on the achievement of cumulative free cash flow performance metrics over the period beginning on January 1, 2023 and ending on December 31, 2025, with one-third of such PRSUs eligible to be earned based on our annual free cash flow during three one-year annual measurement periods, beginning on January 1 and ending on December 31 of each of 2023, 2024 and 2025 (the “2023 ExCo CFCF PRSUs”). Such TRSUs (the “2023 ExCo TRSUs”) vested one-half annually from the date of grant, with the final tranche vesting on September 25, 2025.

As a result of the Company’s achievement of an annual free cash flow equal to 492.7%, 103.4% and 0% of its 2023, 2024 and 2025 budgets, respectively, the first, second and third annual tranches of the 2023 ExCo CFCF PRSUs were earned at 200%, 113.7% and 0% of target, respectively. On February 26, 2026, the Joint Nomination and Remuneration Committee certified achievement of the performance goals for the 2023 ExCo CFCF PRSUs at 0%.

April 2024 PRSUs and TRSUs. In April 2024, the Joint Nomination and Remuneration Committee granted PRSUs and TRSUs to the Company’s senior management, including Messrs. Johnson, Creed, Ali, Sauer-Petersen and Strickler. Like the 2025 ExCo PRSUs, sixty percent (60%) of such PRSUs can be earned based on the achievement of absolute and relative TSR performance measures, over the period beginning on January 1, 2024 and ending on December 31, 2026 (the “2024 ExCo TSR PRSUs”), and forty percent (40%) of such PRSUs can be earned based on the achievement of cumulative free cash flow performance metrics over the period beginning on January 1, 2024 and ending on December 31, 2026, with one-third of such PRSUs eligible to be earned based on our annual free cash flow during three one-year annual measurement periods, beginning on January 1 and ending on December 31 of each of 2024, 2025 and 2026 (the “2024 ExCo CFCF PRSUs”). Such TRSUs (the “2024 ExCo TRSUs”) vest one-third on each of the first three anniversaries of the date of grant, with the first tranche vesting on April 17, 2025 and the remaining two tranches scheduled to vest on April 17 of each of 2026 and 2027.

As a result of the Company’s achievement of an annual free cash flow equal to 103.42% and 0% of its 2024 and 2025 budgets, respectively, the first and second annual tranches of the 2024 ExCo CFCF PRSUs were earned at 113.67% and 0% of target, respectively.