Transocean (NYSE: RIG) prices upsized 125M-share public offering at $3.05

Rhea-AI Filing Summary

Transocean Ltd. announced the pricing of an underwritten public offering of 125,000,000 shares at $3.05 per share. The share sale was increased from the 100,000,000 shares originally proposed, indicating higher offering size than first planned. The company also granted underwriters a 30-day option to buy up to an additional 18,750,000 shares at the same public offering price, less underwriting discounts and commissions.

Insights

Equity capital markets analyst

Transocean prices an upsized 125M-share equity offering at $3.05.

Transocean Ltd. has priced an underwritten public offering of 125,000,000 shares at $3.05 per share. The deal size is larger than the 100,000,000 shares initially proposed, which means the company elected to issue more equity than first targeted.

The transaction includes a standard 30-day underwriters’ option to purchase up to 18,750,000 additional shares at the same public offering price, less underwriting discounts and commissions. Whether that option is exercised will depend on underwriter and market demand.

This type of offering typically provides new cash proceeds to the company while increasing its share count. The exact impact on existing holders will depend on the final number of shares sold, including any shares issued under the 30-day option, and how effectively the new capital is used, which may be detailed in related registration or prospectus materials.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 24, 2025

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TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

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Switzerland		001-38373		98-0599916
(State or other jurisdiction of	​	(Commission	​	(I.R.S. Employer
incorporation or organization)	​	File Number)	​	Identification No.)

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Turmstrasse 30		​
Steinhausen, Switzerland	​	CH-6312
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(Address of principal executive offices)	​	(zip code)

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Registrant’s telephone number, including area code: +41 (41) 749-0500

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol	Name of each exchange on which registered:
Shares, $0.10 par value	RIG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01Regulation FD Disclosure.

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Transocean Ltd. (the “Company”) announced today the pricing of an underwritten public offering of 125,000,000 Company shares, par value $0.10, at a public offering price of $3.05 per share. The offering reflects an increase from the 100,000,000 Company shares originally proposed to be sold. The Company has granted the underwriters a 30-day option to purchase up to an additional 18,750,000 shares in the offering at the public offering price, less underwriting discounts and commissions.

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The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the press release announcing the pricing of the offering, a copy of which is attached hereto and incorporated by reference as Exhibit 99.1.

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Item 9.01  Financial Statements and Exhibits.

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(d)  Exhibits.

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Exhibit No.		Description
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99.1	​	Transocean Ltd. Announces Pricing of Upsized Public Offering of Shares
101	​	Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language
104	​	Cover Page Interactive Data File (formatted as inline XBRL).

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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 hereunto duly authorized.

​	TRANSOCEAN LTD.
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Date: September 24, 2025	By:	/s/ Daniel Ro-Trock
​	​	Daniel Ro-Trock
​	​	Authorized Person

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FAQ

What did Transocean (RIG) announce in this 8-K?

Transocean Ltd. announced the pricing of an underwritten public offering of 125,000,000 shares at a public offering price of $3.05 per share.

How many Transocean shares are included in the new offering?

The main tranche of the offering consists of 125,000,000 Transocean shares, each with a par value of $0.10, to be sold at $3.05 per share.

Was the Transocean (RIG) equity offering upsized from the original plan?

Yes. The offering was increased from the 100,000,000 shares originally proposed to be sold to 125,000,000 shares.

Does the Transocean offering include an over-allotment option for underwriters?

Yes. Transocean granted the underwriters a 30-day option to purchase up to an additional 18,750,000 shares at the public offering price, less underwriting discounts and commissions.

On which exchange are Transocean shares from this offering listed?

The shares are the same class as Transocean's existing shares, which are listed on the New York Stock Exchange under the trading symbol RIG.

Where can investors find more details about the Transocean share offering pricing?

Further details are provided in a press release titled "Transocean Ltd. Announces Pricing of Upsized Public Offering of Shares", which is attached as Exhibit 99.1 and incorporated by reference.