Borr Drilling (NYSE: BORR) sets cash tenders for 2028 and 2030 notes

Rhea-AI Filing Summary

Borr Drilling Limited has launched cash tender offers for its 10.000% senior secured notes due 2028 and 10.375% senior secured notes due 2030. The company is offering to buy any and all of the 2028 notes and up to $447,317,000 original principal of the 2030 notes.

The tenders are funded by a planned new offering of 2032 and 2034 senior secured notes in an aggregate principal amount of at least $1.6 billion, which is a key financing condition. Holders who tender by June 8, 2026 can receive a $50 early tender payment per $1,000 of original principal, including a $2.50 consent fee, with expected early settlement on June 11, 2026. The overall offer expires June 24, 2026.

Insights

Credit and capital structure analyst

Borr Drilling is refinancing and simplifying its debt stack via large tender offers.

Borr Drilling is offering cash tenders for all outstanding 10.000% 2028 notes and up to $447,317,000 of 10.375% 2030 notes. Funding depends on issuing at least $1.6 billion of new 2032 and 2034 senior secured notes, a classic refinancing structure.

The company offers an early tender payment of $50 per $1,000 original principal, including a $2.50 consent fee, to incentivize bondholders to tender by the June 8, 2026 early deadline. Consent solicitations would significantly loosen covenants and release collateral liens if requisite majorities participate.

For investors, this reshapes the maturity profile and covenant package rather than changing operating performance. The key milestones are expected new-notes settlement around June 10, 2026, early settlement on June 11, 2026, and final expiration on June 24, 2026, when the ultimate take-up and remaining debt structure will be visible.

Key Figures

2028 notes original principal: $1,380,696,000.00 2028 notes outstanding: $1,128,129,659.88 2030 notes original principal: $877,094,000.00 +5 more

8 metrics

2028 notes original principal $1,380,696,000.00 10.000% Senior Secured Notes due 2028, original principal amount issued

2028 notes outstanding $1,128,129,659.88 Outstanding principal amount of 10.000% Senior Secured Notes due 2028

2030 notes original principal $877,094,000.00 10.375% Senior Secured Notes due 2030, original principal amount issued

2030 notes outstanding $770,650,554.20 Outstanding principal amount of 10.375% Senior Secured Notes due 2030

Maximum 2030 notes tender amount $447,317,000.00 Initial cap on original principal of 2030 notes targeted in tender

New notes financing condition $1.6 billion Minimum aggregate principal amount of 2032 and 2034 notes to be issued

Early tender payment $50.00 per $1,000 Cash early tender payment, including $2.50 consent payment, per $1,000 original principal

Optional 2030 notes redemption 103.0% of principal Right to redeem up to 10.0% of original 2030 notes plus accrued interest

Key Terms

Tender Offer, Consent Solicitation, Financing Condition, Senior Secured Notes, +2 more

6 terms

Tender Offer financial

"The Tender Offer (as defined below) consists of the offer to purchase for cash"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Consent Solicitation financial

"We refer to this solicitation of Consents with respect to the Proposed Amendments as the “Consent Solicitation.”"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

Financing Condition financial

"The Tender Offer and Consent Solicitation are subject to, among other things, the satisfaction or waiver of the Financing Condition"

Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.

Senior Secured Notes financial

"10.000% Senior Secured Notes due 2028 and 10.375% Senior Secured Notes Due 2030"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Indenture financial

"to effect the Initial Offer Proposed Amendments ... to the indenture governing the Notes (the “Indenture”)."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Liens in the Collateral financial

"disapply certain covenants relating to the Collateral and release all Liens in the Collateral securing the Notes"

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

May 26, 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: May 26, 2026	By:	/s/ Mi Hong Yoon
	Name:	Mi Hong Yoon
	Title:	Director

Exhibit 99.1

Borr Drilling Limited – Announces Any and All Cash Tender Offer for Notes Due 2028 and Partial Cash Tender Offer for Notes Due 2030 and Consents Solicitation for Proposed Amendments to the Indenture

Hamilton, Bermuda, May 26, 2026 – (NYSE and Euronext Oslo Bors: BORR) (“Borr Drilling” or the “Company”) today announced that it has commenced tender offers to purchase for cash, using cash provided in the Financing Transaction (as defined below), together with cash on hand, the debt securities listed in the table below issued by the Company’s wholly owned subsidiary Borr IHC Limited (the “Issuer”) and certain of its other subsidiaries (collectively, the “Notes”).

Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Statement.

Notes		CUSIP / ISIN Numbers		Original Principal Amount Issued				Outstanding Principal Amount				Factor				U.S. Treasury Reference Security				Blomberg Reference Page				Tender Offer Consideration				Early Tender Payment (including Consent Payment)				Fixed Spread				Total Consideration
									(1)				(2)												(2)(3)(4)				(3)								(2)(3)(4)
10.000% Senior Secured Notes Due 2028		Rule 144A: 100018 AA8 /US100018AA89 Regulation S: G1467F AA1 / USG1467FAA15		$	1,380,696,000.00			$	1,128,129,659.88				0.81707317			2.000% UST due November 15, 2026				FIT3					(5)			$	50.00				+50				(5)
10.375% Senior Secured Notes Due 2030		Rule 144A: 100018 AB6 / US100018AB62 Regulation S: G1467F AB9 / USG1467FAB97		$	877,094,000.00			$	770,650,554.20				0.87864078				N/A				N/A			$	1,010.00			$	50.00				N/A			$	1,060.00	(6)

(1) As of May 22, 2026. For the 2030 Notes, this reflects an aggregate principal amount of 2030 Notes adjusted to reflect amortization in respect thereof. For the 2028 Notes, this reflects an aggregate principal amount of 2028 Notes adjusted to reflect amortization in respect thereof.

(2) The factor for each series of Notes is a number that represents a fraction (expressed as a decimal rounded to 8 decimal digits) the numerator of which represents the unpaid principal amount of such series of securities and the denominator which represents the current principal amount outstanding of such series of securities (the “Factor”). The Tender Offer Consideration or the Total Consideration, as applicable, will be the amount set forth in the table above multiplied by the applicable Factor, which reflects the partial amortization of the Notes.

(3) For each $1,000 original principal amount of Notes validly tendered and accepted for purchase and with respect to which the applicable Holder has provided its Consent, as applicable. The Early Tender Payment includes a Consent Payment of $2.50 for each $1,000 original principal amount of Notes. Holders that validly tender their Notes and thereby deliver their Consents at or prior to the Early Tender/Consent Deadline (and do not validly withdraw such Notes and therefore do not validly revoke the related Consents) will be eligible to receive the Consent Payment of $2.50 per $1,000 original principal amount of Notes in respect of such Notes, even if a smaller principal amount of the 2030 Notes is accepted for purchase pursuant to the Tender Offer for the 2030 Notes due to proration.

(4) Excludes Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(5) The Total Consideration for the 2028 Notes validly tendered will be determined by the Dealer Manager and Solicitation Agent (as defined herein) in the manner described in this Statement by reference to the fixed spread (the “Fixed Spread”) specified above plus the yield (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Reference Security specified above (the “Reference Security”) as quoted on the Bloomberg Bond Trader FIT3 series of pages (the “Reference Page”) at 10:00 a.m., New York City time, on the date referred to herein as the “Price Determination Date,” which includes the Early Tender Payment (including the Consent Payment).

(6) The Total Consideration for the 2030 Notes includes the Early Tender Payment (including the Consent Payment).

The Tender Offer (as defined below) consists of the offer to purchase for cash, using funds provided by the Financing Transaction (as defined below), together with cash on hand, on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 26, 2026 (as it may be amended or supplemented from time to time, the “Statement”) (i) any and all of the outstanding 10.000% Senior Secured Notes due 2028 (the “2028 Notes”) and (ii) up to $447,317,000.00 aggregate original principal amount (the “Maximum 2030 Notes Tender Amount”) of the 10.375% Senior Secured Notes Due 2030 (the “2030 Notes”). We may also use funds provided by the Financing Transaction or cash on hand to pay the Accrued Interest (as defined below) and related costs and expenses. We refer to this offer to purchase the Notes and the potential Increased Offer (as defined below) as the “Tender Offer.”

The Tender Offer and Consent Solicitation are subject to, among other things, the satisfaction or waiver of the Financing Condition (in relation to either of the Tender Offer or the Consent Solicitation or both of them). The “Financing Condition” means the completion of an offering of Senior Secured Notes due 2032 (the “2032 Notes”) and Senior Secured Notes due 2034 (the “2034 Notes” and together with the 2032 Notes, the “New Notes”) by the Issuer and Borr Finance LLC, a Delaware limited liability company and a directly wholly owned subsidiary of the Issuer (together with the Issuer, the “Co-Issuers”) (the “New Notes Offering”) in aggregate principal amount equal to at least $1.6 billion, on terms satisfactory to the Issuer in its sole discretion. The New Notes are expected to be delivered to purchasers thereof on or around June 10, 2026. The Tender Offer and the Statement are not an offer to sell or a solicitation of an offer to buy any New Notes or to participate in any other financing.

We intend consummate the New Notes Offering on terms and conditions satisfactory to us, in our sole discretion, yielding net cash proceeds sufficient to fund the Total Consideration (as defined below) for all tendered Notes accepted in the Tender Offer, including the Consent Payment for all delivered Consents accepted in the Consent Solicitation, and the fees and expenses related to the Tender Offer and Consent Solicitation (the “Financing Transaction”).

Holders of the Notes (each a “Holder” and collectively the “Holders”) who validly tender (and do not validly withdraw) their Notes at or prior to the Early Tender/Consent Deadline will be entitled to receive the Tender Offer Consideration, plus the Early Tender Payment (as defined below), including the Consent Payment (as defined below)) (together, the “Total Consideration”) on June 11, 2026 (the “Early Settlement Date”) if such Notes are accepted for purchase.

The Total Consideration is as follows:

1. for each $1,000 original principal amount of the 2028 Notes, an amount determined in the manner described in this Statement by reference to the Fixed Spread specified for the 2028 Notes on the front cover page of this Statement over the Reference Yield (as defined below) based on the bid side price of the applicable Reference U.S. Treasury Security (as defined below) specified on the front cover page of this Statement, at the Price Determination Date (as defined below) (unless extended by the Issuer), and

2. for each $1,000 original principal amount of the 2030 Notes, $1,060.00.

The Tender Offer Consideration or the Total Consideration, as applicable, will be multiplied by the applicable Factor, which reflects the partial amortization of the Notes.

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest, multiplied by the applicable Factor (“Accrued Interest”) from the last interest payment date on such purchased Notes up to, but not including, the applicable Settlement Date.

We refer to the “Early Tender Payment” as an amount in cash equal to $50.00 for each $1,000 original principal amount of Notes tendered, which includes an amount in cash equal to $2.50 (the “Consent Payment”) for each $1,000 original principal amount of Notes tendered by such Holder and accepted by the Issuer for purchase in the Tender Offer. Payment of the Total Consideration for Holders who tender by the Early Tender/Consent Deadline is expected to be made on the Early Settlement Date (as defined below).

Notwithstanding anything to the contrary contained herein, to the extent that the amount of 2030 Notes validly tendered (and not validly withdrawn) prior to the Early Tender/Consent Deadline exceeds the Maximum 2030 Notes Tender Amount, we intend, but are not obligated to, increase such Maximum 2030 Notes Tender Amount, which may be up to all of the outstanding 2030 Notes (the “Increased Offer”). The Company refers Holders to the Statement for the complete terms and conditions of the Tender Offer.

2

The Tender Offer will expire at 5:00 p.m., New York City time, on June 24, 2026, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Expiration Time”). In order to be eligible to receive the Total Consideration for your Notes, you must validly tender (and not validly withdraw) your Notes and provide Consents to the Proposed Amendments (as defined below) at or prior to 5:00 p.m., New York City time, on June 8, 2026, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Early Tender/Consent Deadline”). Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer at or prior to 5:00 p.m., New York City time, on June 8, 2026, but not thereafter, unless such time is extended (such time, as the same may be extended, the “Withdrawal/Revocation Time”). If the aggregate principal amount of 2030 Notes (as defined below) validly tendered and not validly withdrawn at the Early Tender/Consent Deadline is equal to or in excess of the Maximum 2030 Notes Tender Amount, the Issuer may, in its sole discretion, not accept any 2030 Notes tendered after the Early Tender/Consent Deadline.

In conjunction with the Tender Offer, we are soliciting from Holders consents (“Consents”) to effect the Initial Offer Proposed Amendments (as defined in the Statement) and, in the event of an Increased Offer, the Increased Offer Proposed Amendments (as defined in the Statement) to the indenture governing the Notes (the “Indenture”). Subject to receipt of the relevant Initial Offer Requisite Consents (as defined in the Statement), the Initial Offer Proposed Amendments would (i) disapply substantially all of the restrictive covenants in the Indenture with respect to the 2028 Notes, (ii) remove certain rights of holders of 2028 Notes upon the occurrence of certain Events of Default (as defined in the Indenture), (iii) align and conform certain covenants, definitions and other terms in the Indenture with those that will be contained in the indenture that will govern the Issuer’s New Notes to be issued in the Financing Transaction (the “New Notes Indenture”) and (iv) with respect to the 2028 Notes only, disapply certain covenants relating to the Collateral and release all Liens in the Collateral securing the 2028 Notes. Subject to receipt of the relevant Increased Offer Requisite Consents, the Increased Offer Proposed Amendments would (i) remove substantially all of the covenants and other obligations under the Indenture that can be removed with the consent of holders of a majority of the original principal amount of the Notes then outstanding and (ii) disapply certain covenants relating to the Collateral and release all Liens in the Collateral securing the Notes. The amendments in the foregoing (ii)(A) and (B) will only be operative in the event there is an Increased Offer (as defined below). The Initial Offer Proposed Amendments and the Increased Offer Proposed Amendments are referred to collectively herein as the “Proposed Amendments.” We refer to this solicitation of Consents with respect to the Proposed Amendments as the “Consent Solicitation.”

Holders are required to Consent to both the Initial Offer Proposed Amendments and the Increased Offer Proposed Amendments in order to tender their Notes in the Tender Offer and, if the Increased Offer occurs and the relevant Requisite Consents are obtained, the Increased Offer Proposed Amendments will be effected in lieu of the Initial Offer Proposed Amendments without any further consent from Holders.

No Consent may be validly delivered, and therefore no Consent Payment shall be made with respect to Notes tendered, after the Early Tender/Consent Deadline.

3

In addition, pursuant to the terms of the Indenture, the Company may exercise its right to redeem up to 10.0% of the original aggregate principal amount of the 2030 Notes (including additional 2030 Notes that have been issued) at a redemption price equal to 103.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date. However, there can be no assurance that any 2030 Notes will be so redeemed. Nothing contained herein shall constitute a notice of redemption for the Notes. The Company may also exercise its right to redeem the Notes at the applicable redemption price as set out in the Indenture.

Furthermore, if Holders of not less than 90% in aggregate principal amount of the outstanding 2028 Notes or 2030 Notes validly tender and do not withdraw such Notes, the Issuer may elect to redeem all remaining Notes of such series that remain outstanding following such purchase at a redemption price equal to the price offered to each tendering Holder (excluding any early tender or incentive fee) plus, to the extent not included in the payment to tendering Holders, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. However, there can be no assurance that any Notes will be so redeemed. Nothing contained herein shall constitute a notice of redemption for the Notes.

The Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of certain conditions as set forth in the Statement. Full details of the terms and conditions of the Tender Offer and the Consent Solicitation are included in the Company’s Solicitation.

Information Relating to the Tender Offer and the Consent Solicitation

The Tender Offer and the Consent Solicitation is being distributed to holders beginning today. Citigroup Global Markets Inc is acting as the dealer manager and solicitation agent for the Tender Offer and the Consent Solicitation (“Dealer Manager and Solicitation Agent”). Questions regarding the terms of the Tender Offers and Consent Solicitations may be directed to Citigroup Global Markets Inc. at +1 (212) 723-6106 (banks and brokers) or +1 (800) 558-3745 (toll-free) or via email at ny.liabilitymanagement@citi.com. Global Bondholder Services Corporation is acting as (i) the Information Agent (in such capacity, the “Information Agent”) for the Tender Offer and the Consent Solicitation, (ii) the Tender Agent (in such capacity, the “Tender Agent”) for the Tender Offer and (iii) the Tabulation Agent (in such capacity, the “Tabulation Agent”) for the Consent Solicitation. Requests for copies of the Statement should be directed to Global bondholder Services Corporation at +1 (212) 430- 3774 (banks and brokers) or +1 (855) 654-2014 (toll-free) or via email at contact@gbsc-usa.com.

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 to be issued in the 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 Oslo Bors since May 21, 2026 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.

4

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 Tender Offer, the Financing Transaction 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 Tender Offer including risks relating to the terms and conditions of the Tender Offer and the Financing Transaction 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 Board of Directors

Borr Drilling Limited

Hamilton, Bermuda

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

5

FAQ

What did Borr Drilling (BORR) announce in this Form 6-K?

Borr Drilling announced cash tender offers for its 10.000% 2028 notes and 10.375% 2030 notes. The offers are paired with a consent solicitation to amend the indenture and are conditioned on issuing at least $1.6 billion of new senior secured notes due 2032 and 2034.

How large are Borr Drilling’s 2028 and 2030 senior secured note issues?

The 10.000% 2028 notes have an original principal amount of $1,380,696,000 with $1,128,129,659.88 outstanding. The 10.375% 2030 notes have an original principal amount of $877,094,000, with $770,650,554.20 outstanding, before any impact from the tender offers.

What are the key dates for Borr Drilling’s cash tender offers?

The early tender and consent deadline is 5:00 p.m. New York City time on June 8, 2026. Early settlement is expected on June 11, 2026 for accepted notes. The overall tender offer is scheduled to expire at 5:00 p.m. New York City time on June 24, 2026.

What incentives are Borr Drilling offering to early tendering noteholders?

Holders who tender by the early deadline receive total consideration that includes an early tender payment of $50 per $1,000 original principal, which itself includes a $2.50 consent payment. They also receive accrued and unpaid interest, adjusted by the applicable amortization factor for each note series.

What is the financing condition for Borr Drilling’s tender offers?

The tender offers and related consent solicitation depend on completing a new-notes offering of senior secured notes due 2032 and 2034. The co-issuers must raise at least $1.6 billion in aggregate principal amount on terms satisfactory to the issuer before the tender transactions proceed.

How many 2030 notes is Borr Drilling initially seeking to buy back?

Borr Drilling is initially seeking to repurchase up to $447,317,000 aggregate original principal amount of the 10.375% senior secured notes due 2030. The company states it may, but is not obligated to, increase this maximum, potentially up to all outstanding 2030 notes.

What covenant and collateral changes are tied to Borr Drilling’s consent solicitation?

If requisite consents are obtained, amendments would remove or disapply many restrictive covenants, adjust default-related rights, align terms with a new-notes indenture, and release collateral liens. In an increased offer scenario, substantially all removable covenants and certain collateral-related covenants could be eliminated.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EXHIBIT 99.1 54.0 KB