Borr Drilling Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

OR

For the fiscal year ended December 31, 2025

OR

For the transition periods from ______________________ to______________________

OR

Date of event requiring this shell company report______________________

Commission File Number:001-39007

Borr Drilling Limited

(Exact name of registrant as specified in its charter)

Bermuda

(Jurisdiction of incorporation or organization)

S.E. Pearman Building

2 nd Floor 9 Par-la-Ville Road

Hamilton HM11 Bermuda

+1 (441)542-9234

(Address of principal executive offices)

Mi Hong Yoon

2 nd Floor 9 Par-la-Ville Road

Hamilton HM11 Bermuda

+1 (441)542-9234

James A. McDonald

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate

London EC2N 4BQ England

+44 (0)20 7519 7183

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2025, there were 307,215,419 common shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐ Accelerated filer ☒ Non-accelerated filer☐ Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ No☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes☐ No☐

TABLE OF CONTENTS

NOTE ON THE PRESENTATION OF INFORMATION

We have prepared this Annual Report on Form 20-F (“Annual Report”) using a number of conventions, which you should consider when reading the information contained herein. In this Annual Report, unless the context otherwise requires, (i) references to “Borr Drilling Limited”, “Borr Drilling”, the “Company”, the “Registrant”, “we”, “us”, “Group”, “our” and similar words refer to Borr Drilling Limited and its consolidated subsidiaries, (ii) references to our “Board” or “Board of Directors” refer to the board of directors of Borr Drilling Limited and “Director” or “Directors” refers to a member or members of the Board, (iii) references to our “Memorandum”, or the “Bye-Laws”, each provision thereof a “Bye-Law,” refer to the Memorandum of Association and the Amended and Restated Bye-Laws of Borr Drilling Limited, respectively, each as in effect from time to time, (iv) references to our “2028 Notes” refer to our senior secured notes due 2028, (v) references to our “2030 Notes” refer to our senior secured notes due 2030, (vi) references to the “Notes” refer to the 2028 Notes and 2030 Notes collectively, (vii) references to the “Convertible Bonds” refer to our convertible bonds due in 2028, (xiii) references to our “Shares” refer to our common shares, par value $0.10 per share, (ix) references to our “joint ventures” refers to Perforaciones Estrategicas e Integrales Mexicana S.A. de C.V. (“Perfomex”) and Perforaciones Estrategicas e Integrales Mexicana II, SA de CV (“Perfomex II”) as the context may require, (x) references to “Paragon” refer to Paragon Offshore Limited, (xi) references to “Granular” or “Granular Capital” refers to “Granular Capital Limited”, (xii) references to “Magni” or “Magni Partners” refers to Magni Partners Limited and (xiii) references to “Drew” refer to Drew Holdings Ltd.

References in this Annual Report to (i) the “U.S.” refers to the United States, (ii) the “SEC” refers to the U.S. Securities and Exchange Commission, (iii) “U.S. GAAP” refers to the accounting principles generally accepted in the U.S. and (iv) the “Exchange Act” refers to the Securities Exchange Act of 1934.

PRESENTATION OF FINANCIAL INFORMATION

We prepare financial statements in accordance with U.S. GAAP and all financial information included in this Annual Report is derived from our U.S. GAAP consolidated financial statements, except as otherwise indicated.

Our consolidated financial statements included in this Annual Report consist of our Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income / (Loss), Consolidated Statements of Cash Flows and Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023 and Consolidated Balance Sheets as of December 31, 2025 and 2024 (“Audited Consolidated Financial Statements”). We present our consolidated financial statements in U.S. dollars.

Unless otherwise indicated, all references to “U.S.$” and “$” in this Annual Report are to, and amounts are presented in, U.S. dollars. All references to “€”, “EUR”, or “Euros” are to the single currency of the European Monetary Union, all references to “£”, “GBP”, or “Pounds” are to British pounds sterling.

NON-U.S. GAAP FINANCIAL INFORMATION

In this Annual Report, we present Adjusted EBITDA, as defined under “Item 5.A. Operating Results”, which is a non-GAAP financial measure.

We believe that this non-GAAP financial measure provides useful supplemental information about the financial performance of our business, enables comparison of financial results between periods, where certain items may vary independent of business performance, and allows for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. Additionally, we believe that Adjusted EBITDA and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance. Moreover, our management uses Adjusted EBITDA in presentations to our Board to provide a consistent basis to measure operating performance of our business, as a measure for planning and forecasting overall expectations, for evaluation of actual results against such expectations and in communications with our shareholders, lenders, bondholders, rating agencies and others concerning our financial performance.

Adjusted EBITDA as used herein represents net income adjusted for: depreciation of non-current assets; (loss) / income from equity method investments; total financial expenses, net; and income tax expense.

We believe that Adjusted EBITDA improves the comparability of period-to-period results and is representative of our underlying performance, although Adjusted EBITDA has significant limitations, including not reflecting our cash requirements for capital or deferred costs, rig reactivation costs, newbuild rig activation costs, contractual commitments, taxes, working capital or debt service. Non-GAAP financial measures may not be comparable to similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP.

MARKET AND INDUSTRY DATA

In this Annual Report, we present certain market and industry data. Certain information contained in this Annual Report regarding our industry and the markets in which we operate is based on our own internal estimates and research or on third-party services which we believe to be reliable. Unless otherwise indicated, the basis for any statements regarding our competitive position in this Annual Report is based on our own assessment and knowledge of the market in which we operate. Forward-looking information obtained from third-party sources is subject to the same qualifications and the uncertainties regarding the other forward-looking statements in this Annual Report.

Market data and statistics are inherently predictive and subject to uncertainty and do not necessarily reflect actual market conditions. As a result, investors should be aware that statistics, statements and other information relating to markets, market sizes, market shares, market positions and other industry data set forth in this Annual Report, including in the section entitled “Item 4.B. Business Overview—Industry Overview”, and any projections, assumptions and estimates based on such data, may not be reliable indicators of our future performance and the future performance of the offshore drilling industry. See the sections entitled “Item 3.D. Risk Factors” and “Special Note Regarding Forward-Looking Statements”.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes, and any other written or oral statements made by us or on our behalf relating to the Annual Report of the information contained herein may include, forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “anticipate”, “aim”, “believe”, “continue”, “estimate”, “expect”, “intend”, “likely”, “may”, “should”, “target”, “will”, the negative of such terms, and other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, liquidity requirements, strategy and financial needs. These forward-looking statements appear in a number of places in this Annual Report and include statements about:

•plans, objectives, goals and strategies;

•outlook, prospects, future events or expected performance;

•expected market outlook and industry trends, including oil and gas price trends and activity levels for exploration, drilling and shallow-water drilling in the oil and gas industry;

•the market perception of shallow-water drilling and other production methods;

•our fleet and its prospects including drilling contracts and contract terms, tender activity and new tenders, plans regarding rig deployment and expected commencement dates and duration of new contracts;

•day rates, contract backlog, expected utilization of rigs, expected contracting and operation of our jack-up rigs, and other underlying assumptions relating to our future estimates;

•expected financial results and performance;

•dividend policy;

•our share repurchase program;

•our joint ventures, including plans, strategy and expected payments;

•competitive advantages and business strategy, including our industry footprint, drilling industry relationships and aim to establish ourselves as the preferred provider in the industry;

•climate change matters and energy transition, our commitment to safety and the environment;

•compliance with laws and regulations;

•expected sources of liquidity and funding, and statements about funding requirements;

•factors affecting results of operations;

•expected adoption of new accounting standards and their expected impact;

•the statements in the sections entitled “Item 4.B. Business Overview—Industry Overview” and “Item 5.D. Trend Information”; and

•other non-historical statements.

The forward-looking statements in this Annual Report (and any written or oral statements relating to this report and the information contained herein) are based upon current estimates, expectations, beliefs and various assumptions, many of which are based, in turn, upon further assumptions, including management’s examination of historical operating trends, data contained in our records and other data available from third parties. These assumptions are inherently subject to significant risks, uncertainties, contingencies and factors that are difficult or impossible to predict and are beyond our control, and that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Numerous factors could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements including:

•risks relating to our business and industry, including risks relating to industry conditions, competition, supply and demand, tendering activity and day rates;

•fluctuations in oil and gas prices, including as a result of the military actions in the Middle East;

•risks relating to our jack-up rigs operating under contract, including potential suspensions or delays;

•the impact of new or reactivated rigs on the market, tenders, contract awards, rig mobilization and contract backlog, including the cancellation of drilling contracts currently included in reported contract backlog;

•costs of maintenance and the impact of special periodic surveys on the performance of our drilling rigs, including shipyard works and other delays;

•risks relating to our liquidity, including the risk that we may not be able to meet our liquidity requirements from cash flows from operations, and through issuance of additional debt or equity;

•risks relating to our debt instruments, the ability to obtain adequate financing for our business plans, debt service obligations and other liquidity requirements, including risks relating to our ability to comply with covenants and obtain any necessary waivers, the risk of cross defaults, risks relating to our ability to meet or refinance our significant debt obligations including debt maturities and our other obligations as they fall due, risks relating to our Convertible Bonds, 2028 Notes and 2030 Notes, our credit facilities and seller’s credit, risks relating to future debt financings, including that they may not be available on acceptable terms or at all, and future equity financings will dilute shareholders and the risk that the foregoing would result in insufficient liquidity to continue our operations or to operate as a going concern;

•fluctuations in interest rates or exchange rates;

•the impact of global economic and financial market conditions and inflation;

•changes in legal and regulatory matters, regulation by competent authorities or governmental regulations that affect the Company, the jurisdictions in which we operate or the operations of the Company’s fleet;

•changes in tax laws, treaties and regulation, tax assessments and liabilities for tax issues, in the jurisdictions in which we operate;

•risks related to climate change, including climate-change or greenhouse gas related legislation or regulations and the impact on our business from climate-change related physical changes or changes in weather patterns, and the potential impact of new regulations relating to climate-change and the potential impact on the demand for oil and gas;

•global health threats, pandemics and epidemics;

•risks relating to military action and geopolitical conflicts, including the military actions in the Middle East, and any related sanctions, and their impact on our business;

•our ability to successfully complete and realize the intended benefits of any mergers, acquisitions or divestitures, including the recent acquisition of five rigs;

•risks relating to delay in payment from customers or the risk that our customers do not comply with their contractual obligations;

•the risk of delays in payments from customers in Mexico and consequent payments to us (or our joint ventures);

•our ability to maintain relationships with suppliers, customers, employees and third parties, and our ability to attract and retain skilled personnel on commercially reasonable terms;

•losses on impairment of long-lived fixed assets;

•limitations on insurance coverage and risks relating to insurance coverage cancellations or increased insurance premiums;

•the occurrence of cybersecurity incidents or other breaches to our information technology systems including our rig operating systems or failure to comply with national and international regulations related to privacy, data protection and information security;

•statements relating to our recently announced agreement to acquire five rigs through a joint venture; and

•other risks described in “Item 3.D. Risk Factors”.

Given these risks and uncertainties, undue reliance should not be placed on forward-looking statements as a prediction of actual results.

Any forward-looking statements that we make in this Annual Report (and any related written or oral discussions) speak only as of the date of such statements and we caution readers of this Annual Report not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The foregoing factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement included in this Annual Report (and any related written or oral discussions) should not be construed as exhaustive. New factors emerge from time-to-time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

This Annual Report, and each of the documents filed as exhibits to the Annual Report, should be read completely, with this cautionary note in mind, and with the understanding that our actual future results may be materially different from those contemplated by the forward-looking statements contained herein.