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 COMPAN****Y:

During 2024, Transocean continued to consistently differentiate itself as the leading offshore driller by securing 22 new contract awards, which added $2.4 billion in backlog and solidified an active fleet utilization of 96% in 2025. Importantly, we secured these contracts at industry-leading dayrates. In April 2024, we signed a $500,000 per day contract with a one-year term on theDeepwater Asgard. In September 2024, theDeepwater Atlas was awarded a $600,000 per day contract, and, a month later, we signed theDeepwater Conqueror for $530,000 per day.

These market-leading rates and the high level of utilization of our active fleet in 2025 underscore the strong preference and trust our customers place in Transocean. While all of our competitors enter 2025 with utilization challenges across their fleets, our active fleet of high specification ultra-deepwater and harsh environment floaters, including the world’s first eighth-generation drillships capable of drilling 20k psi wells, are near fully contracted, clearly validating the asset strategy we pursued and executed over the past decade.

As always, we are committed to maintaining and strengthening our leadership position; as such, we remain focused on delivering safe, reliable, and efficient operations for our customers. In 2024, we delivered our best ever occupational and process safety performance, finishing the year with a total recordable incident rate of 0.15. This is particularly commendable given that 2024 was a year that included numerous contract start-ups, in new geographic locations, and with new crews who were working together for the first time. These commencements included theTransocean Equinox move from Norway to Australia, and theDeepwater Aquila’s inaugural contract in Brazil.

Transocean has a long history of delivering “industry firsts.” In 2024, we continued to add to that pioneering legacy by delivering the industry’s first two 20k subsea completions in offshore drilling using our two eighth-generation drillships – theDeepwater Atlas and theDeepwater Titan. These completions are significant milestones toward achieving first oil for our customers in high pressure, high-temperature reservoirs, and unlocking future reserves for the industry.

We also continue to develop, implement, and deploy technologies that enhance our performance and further differentiate our fleet. Of note, during 2024, we added new installations of the kinetic blowout stopper, a tubular shearing technology that is retrofittable to existing blowout preventers, and HaloGuard SM, a monitoring and control system designed to arrest the movement of drill floor equipment that is in close proximity to personnel. Overall, we were granted 22 patents in 2024 in various jurisdictions, reflecting our continuing commitment to innovation.

In 2024, we once again provided additional financial flexibility to improve our capital structure by timely and opportunistically refinancing $1.8 billion in senior notes into new issues with maturity of some debt obligations in 2029 and 2031. As we look ahead, Transocean is in a strong position to make meaningful progress in deleveraging our balance sheet.

As we move forward, we will remain focused on our key priorities: executing on our current contracts, carefully managing our portfolio of high-quality assets by strategically securing the best future market opportunities, and continuing to strengthen our balance sheet, positioning Transocean for long-term success in what we believe is a sustained upcycle in offshore drilling.

We are deeply grateful for the dedication of our Transocean team, whose expertise and commitment continue to set us apart from other offshore drillers. We have a highly experienced and committed team with a track record of continuity and success. In this regard, Keelan Adamson, who joined the company more than 30 years ago, will soon be appointed to the role of President and Chief Executive Officer. As you likely are aware, this is a long-planned transition, and there is no one more capable and deserving of this opportunity. At our 2025 Annual General Meeting, shareholders will be asked to elect Keelan to the Board, to elect our current Board

Chair, Chad Deaton, as a director and elect our current Chief Executive Officer, Jeremy Thigpen, as Executive Chair. Upon shareholder approval, Chad will transition to the role of Lead Independent Director.

In closing, we could not be prouder of our team, our fleet’s transformation over the past several years and our industry-leading deployment of technologies that improve safety and drilling efficiency. We are also particularly proud of the fact that we preserved value for our owners as the only publicly traded offshore drilling company among our peers to avoid bankruptcy during the downturn. Most of all, we are proud of our people and the culture we have built at Transocean. Together, we are positioning Transocean for continued success, and we thank all our shareholders for your ongoing trust and support.