Borr Drilling (NYSE: BORR) prices $260M 3.5% 2033 convertibles to refinance 2028 bonds

Rhea-AI Filing Summary

Borr Drilling Limited has priced $260 million of 3.50% convertible senior notes due 2033, with an additional $40 million option for over-allotments. The notes pay 3.5% interest, are unsecured, and are convertible into Borr Drilling common shares, cash, or a mix at the company’s choice.

The initial conversion rate is 125.0000 shares per $1,000 principal, implying a conversion price of about $8.00 per share. Borr plans to use the proceeds primarily to repurchase its existing convertible bonds due 2028, including an agreed repurchase of $195.2 million principal for $224.5 million, and for general corporate purposes.

Insights

Capital structure and credit analyst

Borr refinances 2028 converts with new 2033 notes at 3.5%.

Borr Drilling is issuing $260 million of 3.50% convertible senior notes due 2033, with a $40 million over-allotment option. The notes are unsecured, carry semi-annual interest, and can be settled in shares, cash, or both at the company’s election.

Proceeds are earmarked to repurchase existing 2028 convertible bonds, including agreements to buy back $195.2 million principal for $224.5 million, and for general corporate purposes. This extends debt maturity while preserving flexibility through equity convertibility.

Holders of the 2028 bonds who had hedged may unwind positions by buying common shares or derivatives, and the company notes this trading could be substantial relative to historical volume. The filing highlights that such activity may affect both share and note prices, though the magnitude is uncertain.

Key Figures

Convertible notes size: $260 million principal Over-allotment option: $40 million principal Coupon rate: 3.5% per annum +4 more

7 metrics

Convertible notes size $260 million principal Aggregate principal amount of 3.50% convertible senior notes due 2033

Over-allotment option $40 million principal Additional notes available to initial purchasers for over-allotments

Coupon rate 3.5% per annum Fixed interest rate on the convertible senior notes

Maturity date May 1, 2033 Final maturity of the convertible senior notes

Initial conversion rate 125.0000 shares per $1,000 Implied initial conversion price of approximately $8.00 per share

2028 bonds repurchase size $195.2 million principal Existing 2028 convertible bonds agreed to be repurchased

Repurchase consideration $224.5 million Total payment for $195.2 million principal of 2028 convertible bonds, including accrued interest

Key Terms

convertible senior notes, qualified institutional buyers, Rule 144A, fundamental change, +2 more

6 terms

convertible senior notes financial

"Announces Pricing of $260 million of 3.50% 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.

qualified institutional buyers regulatory

"senior notes due 2033 ... to qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"pursuant to Rule 144A promulgated under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

fundamental change financial

"If we undergo a fundamental change (as defined in the indenture that will govern the Notes)"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

EU Market Abuse Regulation regulatory

"inside information pursuant to the EU Market Abuse Regulation"

A set of EU-wide rules that prevent cheating in financial markets by banning insider trading, market manipulation, and misleading disclosure; it also requires timely public release of key company information so everyone can play on a level field. For investors, it reduces the risk that prices are driven by secret deals or false signals, making markets fairer and more reliable for deciding when to buy or sell — like referees enforcing fair play in a game.

general corporate purposes financial

"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 15, 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 15, 2026	By:	/s/ Mi Hong Yoon
	Name:	Mi Hong Yoon
	Title:	Director

Exhibit 99.1

Borr Drilling Limited – Announces Pricing of $260 million of 3.50% Convertible Senior Notes due 2033

Hamilton, Bermuda, April 15, 2026 – Borr Drilling Limited (NYSE and Euronext Growth Oslo: BORR) (“Borr Drilling” or the “Company”) today announced the pricing of $260 million in aggregate principal amount senior notes due 2033 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company has also granted the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $40 million aggregate principal amount of the Notes, solely to cover over-allotments, if any, in connection with the offering. The offering is expected to close on or about April 17, 2026, subject to the satisfaction of customary closing conditions.

The Notes will be senior, unsecured obligations of the Company, bear interest at a rate of 3.5% per annum, payable semi-annually, beginning on November 1, 2026, mature on May 1, 2033, and be 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. The conversion rate is subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), at our option at any time, and from time to time, on or after May 5, 2030 if the last reported sale price of our common shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If we undergo a fundamental change (as defined in the indenture that will govern the Notes), holders may require us to purchase the Notes in whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

The Company intends to use the proceeds from the sale of the Notes (including any Notes sold pursuant to the initial purchasers’ option to purchase additional Notes, if exercised) to repurchase our existing convertible bonds due 2028 (the “2028 Convertible Bonds”), and for general corporate purposes.

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 for $224.5 million, including accrued interest. The Company expects that holders of the 2028 Convertible Bonds who agree to have their 2028 Convertible Bonds repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) may unwind all or part of their hedge positions by purchasing the Company’s common shares and/or entering into or unwinding various derivative transactions with respect to the Company’s common shares. The amount of the Company’s common shares to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of the Company’s common shares. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of the Company’s common shares, resulting in a higher effective conversion price of the Notes. The Company cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or the Company’s common shares.

The Notes sold in the offering were only offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum.

This press release is for information purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to purchase or subscribe for securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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.

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, the terms thereof 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

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Magnus Vaaler, CFO in the Company, on the date and time provided herein.

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) announce in this 6-K?

Borr Drilling announced pricing of $260 million of 3.50% convertible senior notes due 2033. These unsecured notes are offered to qualified institutional buyers and can convert into common shares, cash, or a combination at the company’s election.

What is the interest rate and maturity of Borr Drilling’s new convertible notes?

The new notes carry a fixed 3.5% annual interest rate and mature on May 1, 2033. Interest is payable semi-annually, starting on November 1, 2026, providing investors with regular coupon payments over the life of the notes.

What is the conversion rate and implied price for Borr Drilling (BORR) notes?

Each $1,000 principal amount of notes is initially convertible into 125.0000 common shares, implying a conversion price of about $8.00 per share. This rate may be adjusted if certain corporate events occur, as defined in the indenture.

How will Borr Drilling use the proceeds from the 2033 convertible notes?

Borr Drilling intends to use proceeds primarily to repurchase its existing 2028 convertible bonds and for general corporate purposes. It has agreed with certain holders to repurchase $195.2 million principal of 2028 bonds for $224.5 million, including accrued interest.

Can Borr Drilling redeem the new convertible notes before maturity?

Borr may redeem the notes on or after May 5, 2030 if its share price is at least 130% of the then-current conversion price for a specified period. The redemption price equals 100% of principal plus accrued and unpaid interest to the redemption date.

What happens to Borr Drilling’s notes if a fundamental change occurs?

If a defined fundamental change occurs, holders can require Borr Drilling to repurchase their notes for cash at 100% of principal plus accrued and unpaid interest. The term “fundamental change” is detailed in the indenture governing the notes.

How might repurchasing 2028 bonds affect trading in Borr Drilling’s shares?

Holders of the 2028 convertible bonds who had hedged may unwind hedges by buying common shares or adjusting derivatives. The company notes this trading could be substantial versus historical average volume and may influence the market price of its shares.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 10.6 KB