Borr Drilling (BORR) sells $300M 2033 convertibles, plans $195.2M 2028 buyback

Rhea-AI Filing Summary

Borr Drilling Limited has completed its previously announced offering of convertible senior notes due 2033, raising $300 million in aggregate principal amount. This total includes $40 million issued when initial purchasers fully exercised their over-allotment option.

The notes are senior, unsecured obligations maturing on May 1, 2033, bearing interest at 3.50% per annum, payable semi-annually starting November 1, 2026. They are convertible into common shares, cash, or a mix at the company’s election, at an initial conversion rate of 125.0000 common shares per $1,000 principal, equivalent to an initial conversion price of about $8.00 per share. This reflects a conversion premium of over 40% versus the $5.70 closing share price on April 14, 2026.

Borr Drilling plans to use the proceeds to repurchase its existing convertible bonds due 2028 and for general corporate purposes. It has agreed with certain holders to repurchase $195.2 million aggregate principal amount of the 2028 convertible bonds, effectively extending part of its debt maturity profile through the new 2033 notes.

Insights

Capital structure analyst

Borr Drilling refinances part of its 2028 converts with new 2033 notes.

Borr Drilling issued convertible senior notes totaling $300 million due 2033 at a 3.50% coupon, with a conversion price near $8.00 per share, over 40% above the recent $5.70 stock price. This combines debt financing with potential future equity conversion.

The company intends to use the proceeds to repurchase $195.2 million of its existing 2028 convertible bonds and for general corporate purposes. This shifts part of its obligations from 2028 to 2033, while the high conversion premium means equity dilution occurs only if the share price rises substantially above the reference level.

Overall impact on leverage and future interest costs depends on the remaining 2028 bonds and how many of the new notes eventually convert. Future disclosures in company filings may provide more detail on the residual 2028 bond balance and any subsequent liability management actions.

Key Figures

Notes issued: $300 million aggregate principal Over-allotment notes: $40 million aggregate principal Coupon rate: 3.50% per annum +5 more

8 metrics

Notes issued $300 million aggregate principal Convertible senior notes due 2033

Over-allotment notes $40 million aggregate principal Additional notes from initial purchasers’ option

Coupon rate 3.50% per annum Interest on 2033 convertible notes

Maturity date May 1, 2033 Due date of new convertible notes

Conversion rate 125.0000 shares per $1,000 Initial conversion rate for 2033 notes

Initial conversion price Approximately $8.00 per share Implied by 125 shares per $1,000

Reference share price $5.70 per share NYSE closing price on April 14, 2026

2028 bonds repurchase $195.2 million principal Agreed repurchase of 2028 Convertible Bonds

Key Terms

convertible senior notes, aggregate principal amount, conversion rate, conversion premium, +1 more

5 terms

convertible senior notes financial

"completed its previously announced offering of convertible senior notes due 2033"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

aggregate principal amount financial

"The Company sold $300 million aggregate principal amount of the Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

conversion rate financial

"The conversion rate for the Notes will initially equal 125.0000 common shares per $1,000"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

conversion premium financial

"Such initial conversion price represents a conversion premium of over 40%"

The conversion premium is the extra amount an investor pays for a convertible security (like a convertible bond or preferred share) above the value they would receive if they immediately exchanged it for the underlying stock; it is usually shown as a percentage over that conversion value. It matters because it shows whether investors are paying for interest, protection against share drops, or expected future stock gains—similar to paying extra for a ticket that also includes a flexible voucher you can later swap for goods.

general corporate purposes financial

"use the proceeds from the sale of the Notes to repurchase its existing convertible bonds due 2028 and for general corporate purposes"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

April 17, 2026

Commission File Number 001-39007

Borr Drilling Limited

S. E. Pearman Building

2nd Floor 9 Par-la-Ville Road

Hamilton HM11

Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Exhibits

99.1 Press Release

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BORR DRILLING LIMITED
Date: April 17, 2026	By:	/s/ Mi Hong Yoon
	Name:	Mi Hong Yoon
	Title:	Director

Exhibit 99.1

Borr Drilling Limited - Completes Offering of Convertible Senior Notes due 2033

Hamilton, Bermuda, April 17, 2026 – Borr Drilling Limited (NYSE and Euronext Growth Oslo: BORR) (“Borr Drilling” or the “Company”) today announced that is has completed its previously announced offering of convertible senior notes due 2033 (the “Notes”). The Company sold $300 million aggregate principal amount of the Notes, including $40 million aggregate principal amount of the Notes sold pursuant to the initial purchasers’ exercise in full of their option to purchase additional Notes to cover over-allotments in connection with the offering.

The Notes are senior, unsecured obligations of the Company and mature on May 1, 2033. They bear interest at a rate of 3.50% per annum, which is payable semi-annually, beginning on November 1, 2026. The Notes are convertible into the Company’s common shares, cash, or a combination of shares and cash, at the Company’s election. The conversion rate for the Notes will initially equal 125.0000 common shares per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $8.00 per common share. Such initial conversion price represents a conversion premium of over 40% with reference to the closing price of the Company’s common shares of $5.70 on the New York Stock Exchange on April 14, 2026. The conversion rate is subject to adjustment upon the occurrence of certain events.

The Company intends to use the proceeds from the sale of the Notes to repurchase its existing convertible bonds due 2028 (the “2028 Convertible Bonds”) and for general corporate purposes.

In connection with the offering, the Company has agreed with certain holders of the 2028 Convertible Bonds to repurchase $195.2 million aggregate principal amount of the 2028 Convertible Bonds.

About Borr Drilling

Borr Drilling Limited is an international drilling contractor incorporated in Bermuda in 2016 and listed on the New York Stock Exchange since July 31, 2019 and on Euronext Growth Oslo since December 19, 2025 under the ticker “BORR”. The Company owns and operates jack-up rigs of modern and high specification designs and provides services focused on the shallow-water segment to the offshore oil and gas industry worldwide. Please visit our website at www.borrdrilling.com.

Forward-Looking Statements

This press release and related discussions include forward-looking statements made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements do not reflect historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will”, “ensure”, “likely”, “aim”, “plan”, “guidance” and similar expressions and include statements regarding the offering of convertible notes, and intended use of proceeds including the repurchase of 2028 Convertible Bonds and other non-historical statements. Such forward-looking statements are subject to risks, uncertainties, contingencies and other factors that could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein, including risks related to the offering of convertible notes and the use of proceeds, and other risks and uncertainties, including those described in our most recent annual report on Form 20-F for the year ended December 31, 2025 and our other filings with the Securities and Exchange Commission. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements included herein. These forward-looking statements are made only as of the date of this release. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

The securities referred to herein have not been and will not be registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless such securities are registered under the Securities Act of 1933, or an exemption from the registration requirements of that act is available.

The Board of Directors

Borr Drilling Limited

Hamilton, Bermuda

Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208

FAQ

What type of financing did Borr Drilling (BORR) complete?

Borr Drilling completed an offering of convertible senior notes due 2033 totaling $300 million. These notes are senior, unsecured obligations that can convert into common shares, cash, or a combination, providing both debt funding and potential future equity if conversion conditions are met.

How large is Borr Drilling’s new 2033 convertible notes issue?

The new 2033 convertible notes total $300 million in aggregate principal amount, including $40 million from the over-allotment option. This size reflects the full exercise of initial purchasers’ option to buy additional notes to cover over-allotments connected with the offering.

What are the key terms of Borr Drilling’s 2033 convertible notes?

The 2033 notes mature on May 1, 2033, carry a 3.50% annual interest rate, and pay interest semi-annually from November 1, 2026. They convert at 125 shares per $1,000 principal, implying an initial conversion price of about $8.00 per common share.

What conversion premium do Borr Drilling’s new notes carry?

The initial conversion price of about $8.00 per share represents a conversion premium of over 40% versus the $5.70 closing price on April 14, 2026. This means noteholders would generally benefit from conversion only if the share price rises well above the reference level.

How will Borr Drilling use the proceeds from the convertible notes?

Borr Drilling intends to use the proceeds to repurchase its existing convertible bonds due 2028 and for general corporate purposes. It has already agreed to repurchase $195.2 million in aggregate principal of the 2028 bonds from certain holders as part of this financing step.

What happens to Borr Drilling’s 2028 convertible bonds after this transaction?

In connection with the new notes, Borr Drilling agreed to repurchase $195.2 million of its 2028 convertible bonds from certain holders. This reduces that earlier series while shifting part of the company’s debt profile into the newly issued 2033 convertible notes.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.5 KB