Transocean SEC Filings

Transocean Ltd. (RIG) Form 4 summary: The reporting person, Perestroika (through Perestroika AS), acquired 4,000,000 registered shares on 09/26/2025 at $3.05 per share in a registered public offering. After the transaction, Perestroika beneficially owned 95,074,894 shares indirectly via Perestroika (Cyprus) Ltd. The filing identifies the reporting entity as a director and a 10% owner. The disclosure states Perestroika (Cyprus) Ltd. is a wholly owned subsidiary of Perestroika AS and that Mr. Frederik Mohn is the sole director and owner of Perestroika AS and the indirect beneficial owner of the securities. The form is signed by /s/ Daniel Ro-Trock by Power of Attorney dated 09/30/2025. The filing notes Perestroika AS's prior right to designate a board member has terminated.

Amendment No. 8 to Schedule 13D reports that Frederik W. Mohn, Perestroika AS and Perestroika (Cyprus) Ltd. (together, the Reporting Persons) beneficially own 95,074,894 to 95,418,301 shares of Transocean Ltd. (Shares), representing approximately 10.1% of the outstanding class based on 943,124,986 shares outstanding as of July 29, 2025. The filing describes a change in the form of ownership when Perestroika Sub exchanged $213,367,000 principal amount of 2.5% Senior Guaranteed Exchangeable Bonds into Shares on April 21, 2023, and discloses multiple cash purchases by Perestroika Sub between February 2024 and September 2025, including 4,000,000 shares bought at $3.05 per share in the Issuer’s registered offering on September 26, 2025. Mr. Mohn directly holds 22,148 shares plus vested RSU-related rights and has sole voting/dispositive power over 343,407 shares and shared voting/dispositive power over 95,074,894 shares. The filing replaces prior Item 1 text and states all other Items remain unchanged from the earlier Schedule 13D filings.

Transocean Ltd. prospectus supplement describes terms for potential debt securities and related corporate governance, capital and risk disclosures. It lists factors that could affect operations including oil and gas market volatility, contract renewals and cancellations, shipyard and reactivation timing, capital project costs, liquidity and debt management, legal, tax and regulatory matters, insurance and labor issues. The document discloses outstanding exchangeable bonds and warrants that could convert into shares at specified initial conversion/exercise prices and states 37,103,314 shares reserved under the 2015 Long-Term Incentive Plan as of August 31, 2025. It notes the board has exhausted certain share issuance authorizations and references audited consolidated financial statements by Ernst & Young LLP.

Transocean Ltd. prospectus supplement for debt securities describes the terms and investor considerations for offerings, and reiterates extensive risk factors affecting an offshore drilling company. It details outstanding exchangeable bonds and warrants that could be settled in shares, including $37 million of 4.0% exchangeable bonds (initial implied conversion $5.25/share), $259 million of 4.625% exchangeable bonds (initial implied conversion $3.44/share), and 22.2 million warrants exercisable at $3.71/share through March 13, 2026. The supplement also discloses 37,103,314 shares reserved under the 2015 Long-Term Incentive Plan and that certain capital authorizations have been exhausted. It summarizes potential investor exposures: liquidity and debt refinancing (including $655 million of 8.00% Senior Notes due 2027), contract and market risks in offshore drilling, regulatory and tax matters (including PFIC considerations for U.S. holders), events of default and trustee remedies, and permitted indenture amendments and defeasance mechanics.