Transocean 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 (Amendment No. )

Transocean Ltd.

(Name of Registrant as Specified In Its Charter)

TO THE OWNERS OF OUR COMPANY:

We will remember 2023 as an inflection point in Transocean’s history, as our customers further demonstrated their confidence in the longevity of this industry upcycle by contracting rigs well in advance of their program commencement dates and committing to longer terms at meaningfully higher dayrates. As a result, throughout the year, we added $3.2 billion in new contracts, providing us with the visibility to future cash flows we require to facilitate the deleveraging of our balance sheet.

When thinking about the various stages to an upcycle in the offshore drilling industry, we typically experience the following:

■ First, UTILIZATION on the active fleet increases. We observed utilization levels begin to increase substantially in the fourth quarter of 2021, as they crossed 90% for the global ultra-deepwater drillship fleet for the first time in six years.

■ Second, DAYRATES rise. Historically, once utilization crosses 85%, dayrates begin to increase. As such, throughout 2022 and 2023, Transocean led the industry in pushing dayrates higher, moving our ultra-deepwater average daily revenue from approximately $306,000 at the beginning of 2022 to $432,000 at the end of 2023. Customers also begin covering the cost of contract-specific upgrades, as well as mobilization and demobilization of our assets to different geographic jurisdictions.

■ Third, contract DURATION lengthens. Average floating rig contract duration increased for the third consecutive year and is now at the highest level since 2014. In fact, the average contract duration for floaters increased by more than 40% from 2022 to 2023.

■ Fourth, customers finance the REACTIVATION of cold-stacked rigs. As the market becomes effectively sold out, we expect to see more cold-stacked floater reactivations. Importantly, Transocean owns eight of the 13 sixth- and seventh-generation cold-stacked drillships and can therefore help govern the pace of capacity additions to the active fleet. Since we will not reactivate an asset unless the initial contract fully covers our costs and provides an acceptable return, we believe that utilization, and therefore dayrates, will remain high for the foreseeable future.

■ Finally, a speculative NEWBUILD cycle occurs. Given the significant capital required for a newbuild and the lengthy anticipated lead times, we do not expect that the industry will initiate a speculative newbuild cycle for the foreseeable future.

In short, we believe that we are in the early stages of a multi-year upcycle, and Transocean is well-prepared and uniquely positioned to benefit from it.

Despite facing numerous operational challenges in 2023, including upgrading and mobilizing six rigs for programs in different geographic regions, operating the first, and only 20,000 psi capable rigs,Deepwater Titan andDeepwater Atlas, and onboarding and training 1,600 new offshore workers, we delivered another year of safe, reliable and efficient operations. Our personal and process safety performance was among our strongest on record, and our operational reliability was the best in the history of Transocean, as we delivered fleetwide uptime performance of 97.6%.

In addition to delivering exceptional operational performance, throughout the year, we continued to manage the composition of our fleet, acquiring full ownership of the newbuild drillshipDeepwater Aquila. With the addition of theAquila to our fleet, we now own and operate eight of only 12 1,400 short-ton hookload drillships in the world, to go along with the only two 1,700 short-ton hookload drillships in the world, the* Titan* andAtlas, all of which provide us with a unique competitive advantage. We also streamlined and high-graded our fleet with the recent sale of our lower specification fourth-generation harsh environment semisubmersiblesPaul B. Loyd, Jr. andTransocean Leader.

Through these transactions, we continued to enhance what was already the highest specification ultra-deepwater and harsh environment floating fleet in the industry. We are proud to say that we further strengthened our competitive advantage by developing and deploying innovative technologies, with an acute focus on automation, that improve our offshore operations.

During 2023, we achieved substantial milestones with the deployment of new automation technologies across the fleet, all of which improve safety, reliability and/or drilling efficiency, including:

■ the use of automated drilling control to drill the first fully-automated hole section of a well onTransocean Encourage in the North Sea,

■ the installation of the third robotic riser bolting system in our fleet ontoDeepwater Conqueror, and

■ the completion of the first offshore pilot of our enhanced safety crane anti-sway rotator system onDeepwater Thalassa.

We also achieved milestones with our emissions reduction initiatives. Indeed,Transocean Norge is the first semisubmersible to receive classification society Det Norske Veritas’ Abate (P+) class notation for best practices in reducing emissions from power generation. Additionally, we are now utilizing an emissions-reducing fuel additive, along with instrumentation to monitor our progress, on eight of our rigs. And, depending on the results, we will pursue opportunities to implement these technologies on the other assets in our fleet.

During the year, we continued to proactively manage our balance sheet. Among a number of transactions consummated throughout the year, we refinanced $1.2 billion of our senior secured notes, raised $525 million secured byDeepwater Titan and another $325 million secured byDeepwater Aquila. These transactions served to provide some near-term relief, and strategically positioned the Company to benefit from the ongoing multi-year upcycle. Now that the fleet is transitioning to newer contracts with higher dayrates and longer terms, the increase in, and predictability of, future cash flows will further support our efforts to improve our capital structure.

As you well know, our priority is to continuously deliver value to our shareholders. As such, our focus remains on operational execution and the efficient conversion of our backlog to revenue and cash, such that we can meet our maturities and scheduled amortization with cash from operations, and ultimately begin to simplify our capital structure and deleverage the balance sheet. Once we sufficiently reduce our leverage, which, given the trajectory of the market, we expect to do over the next two years, we intend to define and communicate our plan to return capital to shareholders.

We are immensely proud of the commitment and hard work exhibited by the entire Transocean team in 2023. The experience, discipline and passion our team brings each day ensures we consistently deliver the best results for our customers and shareholders.

Finally, we extend our sincere gratitude to all our shareholders for your continued trust in, and support of, Transocean.