Borr Drilling: Drew Holdings reports 12.2% stake

Tor Olav Troim’s 54,545 compensatory equity awards vested on September 30, 2026, in connection with his director service.

Rhea-AI Filing Summary

Borr Drilling Ltd. director Tor Olav Troim and Drew Holdings Ltd. reported that Drew Holdings purchased the issuer’s common shares in the open market. Recent listed transactions include 2,500,000 shares at an average USD $4.7374 per share on October 9, 2026, and 1,250,000 shares at USD $4.3122 per share on October 7, 2026.

Drew Holdings reported shared voting and dispositive power over 37,367,808 shares, or 12.2% of the class; the same shares may be deemed beneficially owned by its sole shareholder, Troim. Troim transferred 81,867 shares to Drew Holdings on October 9, 2026, and received 54,545 compensatory equity awards that vested September 30, 2026. The reporting persons stated that they had no plans or proposals relating to the specified corporate actions beyond those described in their statement.

Filing Explained

Schedules 13D disclose ownership above 5% when a holder may seek to influence control; Drew says it filed this statement because it acquired more than 2% of Borr’s outstanding shares in the prior 12 months, and separately lists open-market purchases.

Key Figures

Beneficially owned common shares: 37,367,808 shares Class ownership: 12.2% Open-market purchase: 2,500,000 shares +5 more

8 metrics

Beneficially owned common shares 37,367,808 shares Drew Holdings Ltd.; shared voting and dispositive power

Class ownership 12.2% Percentage represented by the reported beneficial ownership

Open-market purchase 2,500,000 shares October 9, 2026

Average purchase price USD $4.7374 per share Drew Holdings purchase on October 9, 2026

Open-market purchase 1,250,000 shares October 7, 2026

Average purchase price USD $4.3122 per share Drew Holdings purchase on October 7, 2026

Share transfer 81,867 shares Tor Olav Troim transferred shares to Drew Holdings on October 9, 2026

Compensatory equity awards 54,545 shares Troim’s awards vested September 30, 2026

Key Terms

beneficial ownership, shared voting power, dispositive power, Long-Term Incentive Plan

4 terms

beneficial ownership financial

"aggregate amount beneficially owned by each reporting person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"Shared Voting Power 37,367,808.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Shared Dispositive Power 37,367,808.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Long-Term Incentive Plan financial

"pursuant to the Issuer's Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BORR shares does Drew Holdings beneficially own?

Drew Holdings Ltd. reported beneficial ownership of 37,367,808 Borr Drilling common shares, representing 12.2% of the class. It reported shared voting and dispositive power over those shares; the same shares may be deemed beneficially owned by its sole shareholder, director Tor Olav Troim.

What were Drew Holdings’ recent BORR share purchases and prices?

Drew Holdings reported buying 2,500,000 shares at USD $4.7374 per share on October 9, 2026; 1,250,000 at USD $4.3122 on October 7, 2026; 1,500,000 at USD $4.2428 on October 6, 2026; and 1,500,000 at USD $4.1314 on October 5, 2026.

What actions did the BORR reporting persons say they may take with their shares?

They stated that they may acquire additional shares or other securities, retain or sell holdings, engage in hedging or similar transactions, or distribute shares to other entities. They also stated that they had no plans or proposals relating to those actions beyond those described in their statement.

What equity plan covers Tor Olav Troim’s BORR director awards?

Troim receives compensatory equity awards in connection with his director service under Borr Drilling’s Long-Term Incentive Plan. The 54,545 shares he received as compensatory equity awards vested on September 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Borr Drilling Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G1466R173

(CUSIP Number)

Erling Lind
Lochenveien 2,
Oslo, Q8, 0286
47 90 91 23 95

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G1466R173

1

Name of reporting person

Drew Holdings Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 37,367,808.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 37,367,808.00

11

Aggregate amount beneficially owned by each reporting person

37,367,808.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The 37,367,808 common shares of Borr Drilling Limited owned by Drew Holdings Ltd. may be deemed to be beneficially owned by Mr. Tor Olav Troim.

SCHEDULE 13D

CUSIP Number(s): G1466R173

1

Name of reporting person

Tor Olav Troim

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 37,367,808.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 37,367,808.00

11

Aggregate amount beneficially owned by each reporting person

37,367,808.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The 37,367,808 common shares of Borr Drilling Limited owned by Drew Holdings Ltd. may be deemed to be beneficially owned by Mr. Tor Olav Troim.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(b)	Name of Issuer: Borr Drilling Limited
(c)	Address of Issuer's Principal Executive Offices: S. E. Pearman Building, 2nd Floor 9 Par-la-Ville Road, Hamilton, BERMUDA , HM11.
Item 1 Comment: Drew Holdings Ltd. previously reported its beneficial ownership of the common shares, $0.10 par value per share (the "Common Shares"), of Borr Drilling Limited (the "Issuer") on a Schedule 13G, with its most recent filing, a Schedule 13G/A, filed on August 5, 2026. This Schedule 13D is being filed pursuant to 15 U.S.C. 78m(d)(6)(B) to report that Drew Holdings Ltd. has acquired more than two percent of the Issuer's shares of Common Shares outstanding in the preceding twelve months.
Item 2.	Identity and Background
(a)	This statement is being filed by Drew Holdings Ltd. and Mr. Tor Olav Troim (collectively the "Reporting Persons"). Mr. Tor Olav Troim is the sole shareholder of Drew Holdings Ltd.
(b)	The address of the principal place of business of Drew Holdings Ltd. is as follows: 19 Par-la-Ville Road, 1st Floor, Hamilton HM 11, Bermuda. The address of the principal place of business of Mr. Tor Olav Troim is as follows: c/o Drew Holdings Ltd., 19 Par-la-Ville Road, 1st Floor, Hamilton HM 11, Bermuda.
(c)	The principal business of Drew Holdings Ltd. is acting as a company that holds various assets for the benefit of its shareholder. Mr. Tor Olav Troim is a director of the Issuer, an international jackup drilling contractor. The addresses of the Reporting Persons' principal offices are set forth in paragraph (b) of this item.
(d)	None.
(e)	None.
(f)	Drew Holdings Ltd. is incorporated under the laws of Bermuda. Mr. Tor Olav Troim is a citizen of Norway.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons purchased their shares with working capital. Mr. Tor Olav Troim received 54,545 shares as compensatory equity awards in connection with his service as a director of the Issuer. No funds or other consideration were used.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the shares of Common Shares for investment or other purposes, from working capital and as disclosed in Item 3, which is incorporated by reference. The Reporting Persons intend to evaluate their investment in the Common Shares on a continual basis. The Reporting Persons may, from time to time: (i) acquire additional shares of Common Shares and/or other securities of the Issuer; (ii) retain or sell all or a portion of the shares of Common Shares and/or other securities of the Issuer held by the Reporting Persons; (iii) engage in any other hedging or similar transactions with respect to the shares of Common Shares and/or other securities of the Issuer; and/or (iv) distribute the Common Shares held by the Reporting Persons to other entities. Mr. Tor Olav Troim serves as a director of the Issuer, and, in such capacity, may participate in discussions regarding every aspect of the Issuer's governance, management, and operations, including activities that may relate to actions enumerated in Item 4 of Schedule 13D, whether with management, other directors, investors, advisers, and other persons. The Reporting Persons may review or reconsider their position, change their purpose, and/or formulate plans or proposals related to actions enumerated in Item 4 of Schedule 13D depending upon the Reporting Persons' review of several factors, including, among others, the price levels of the Common Shares, general market and economic conditions, ongoing evaluations of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, the Reporting Persons' need for liquidity, and other future developments and factors deemed relevant. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as set forth in this Schedule 13D, relate to, or would result in, any of the actions enumerated in Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See items 11 and 13 of the cover page to this Schedule 13D for the number of shares of Common Shares and percentage of Common Shares beneficially owned by the Reporting Persons. The percentage is calculated out of 307,391,018 shares outstanding.
(b)	See items 7 through 10 of the cover page to this Schedule 13D for the number of shares of Common Shares beneficially owned by the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.
(c)	Except as set forth below, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days. Drew Holdings Ltd. engaged in the following purchases of shares of Common Shares in the past sixty days in the open market: - 2,500,000 shares on October 9, 2026, at an average price of USD $4.7374 per share. - 1,250,000 shares on October 7, 2026, at an average price of USD $4.3122 per share. - 1,500,000 shares on October 6, 2026, at an average price of USD $4.2428 per share. - 1,500,000 shares on October 5, 2026, at an average price of USD $4.1314 per share. - 150,000 shares on September 17, 2026, at an average price of USD $4.3795 per share. - 1,000,000 shares on September 16, 2026, at an average price of USD $4.2995 per share. - 200,000 shares on August 24, 2026, at an average price of USD $4.3731 per share. - 500,000 shares on August 14, 2026, at an average price of USD $4.3868 per share. - 1,500,000 shares on August 13, 2026, at an average price of USD $4.0245 per share. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price. Mr. Tor Olav Troim transferred 81,867 shares to Drew Holdings Ltd. on October 9, 2026. Mr. Tor Olav Troim received 54,545 shares as compensatory equity awards in connection with his service as a director of the Issuer that vested on September 30, 2026. No funds or other consideration were used.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Mr. Tor Olav Troim receives compensatory equity awards, pursuant to the Issuer's Long-Term Incentive Plan, in connection with his service as a director of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1. Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Drew Holdings Ltd.

Signature:	/s/ Erling Lind
Name/Title:	Erling Lind / Director
Date:	10/13/2026

Tor Olav Troim

Signature:	/s/ Tor Olav Troim
Name/Title:	Tor Olav Troim
Date:	10/13/2026