How is Transocean’s treasury share issuance treated under U.S. securities laws?

The issuance of 100,000,000 shares into treasury is described as exempt under Section 4(a)(2) of the Securities Act of 1933. That provision covers transactions by an issuer not involving a public offering, so these shares were not sold through a registered public offering process.

Transocean (NYSE: RIG) boosts share capacity and elects full board at 2026 AGM

Q: How did Transocean (RIG) change its share capital structure?

Transocean issued 100,000,000 shares into treasury and updated its Articles to reflect share capital of $130,400,968.10 divided into 1,304,009,681 fully paid registered shares. These treasury shares are intended to support deliveries under the general capital authorization approved by shareholders.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Transocean Ltd. reported results of its 2026 annual meeting and key governance changes. Shareholders approved an amendment to the Articles of Association authorizing the issuance of up to 240,801,936 shares with a term expiring on May 22, 2027. The Articles were also updated to reflect the issuance of 100,000,000 shares into treasury, resulting in share capital of $130,400,968.10 divided into 1,304,009,681 fully paid registered shares.

The treasury share issuance is intended to facilitate future deliveries of shares under the general capital authorization and is treated as exempt under Section 4(a)(2) of the Securities Act of 1933. The Board approved an amendment to the Organizational Regulations to dissolve the Finance Committee effective July 1, 2026.

At the meeting, all agenda items presented were approved, including the election of 11 directors and committee members. Jeremy D. Thigpen was elected both as a director and as Chair of the Board, each to serve until the next annual general meeting.

Insights

Transocean expanded share issuance capacity and simplified board structure.

The AGM approval to permit issuance of up to 240,801,936 shares gives Transocean flexibility to raise equity or use stock for corporate purposes through May 22, 2027. The company also issued 100,000,000 shares into treasury, bringing total share capital to $130,400,968.10 across 1,304,009,681 shares.

The treasury shares are intended to support deliveries under the general capital authorization and are treated as exempt under Section 4(a)(2) of the Securities Act, meaning they were not part of a public offering. The dissolution of the Finance Committee, effective July 1, 2026, streamlines the board’s committee structure without specifying changes to financial policy.

All proposals, including the election of 11 directors and Jeremy D. Thigpen as Chair, received shareholder approval, indicating broad support for the current leadership and governance framework. Subsequent company communications and future filings may clarify how and when the newly authorized shares are put to use.

8-K Event Classification

4 items: 3.02, 5.03, 5.07, 9.01

4 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

General capital authorization: 240,801,936 shares Treasury shares issued: 100,000,000 shares Share capital: $130,400,968.10 +3 more

6 metrics

General capital authorization 240,801,936 shares Maximum shares issuable until May 22, 2027

Treasury shares issued 100,000,000 shares Issued into treasury under general capital authorization

Share capital $130,400,968.10 Total share capital after amendments to Articles

Total registered shares 1,304,009,681 shares Fully paid registered shares after treasury issuance

Vote for Chair Jeremy D. Thigpen 605,505,060 For Election as Chair of the Board

Director Keelan I. Adamson votes 610,939,692 For Election as director (Item 5A)

Key Terms

general capital authorization, treasury, Articles of Association, Organizational Regulations, +2 more

6 terms

general capital authorization financial

"shareholders of the Company approved an amendment ... to permit the issuance of up to 240,801,936 shares"

treasury financial

"resulting from the issuance of 100,000,000 Shares into treasury pursuant to the general capital authorization"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

Articles of Association regulatory

"shareholders of the Company approved an amendment to the Articles of Association of the Company"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

Organizational Regulations regulatory

"the Board of Directors of the Company approved an amendment to the Organizational Regulations"

Broker Non-Votes financial

"For ... Against ... Abstain ... Broker Non-Votes | 610,150,514 ... 126,284,743"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"is exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended"

Understanding 8-K Material Events →

05/26/2026 - 05:10 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of report (date of earliest event reported): May 26, 2026 (May 22, 2026)

TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)


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


Turmstrasse 30
Steinhausen, Switzerland		CH-6312

(Address of principal executive offices)		(zip code)

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

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)

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

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

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


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).

Emerging growth company ☐

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. ☐

Item 3.02Unregistered Sales of Equity Securities.

The information included under Item 5.03 is incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

General Capital Authorization

At the 2026 Annual General Meeting of Shareholders of Transocean Ltd. (the “Company”) held on May 22, 2026 (the “AGM”) in Zug, Switzerland, shareholders of the Company approved an amendment to the Articles of Association of the Company to permit the issuance of up to 240,801,936 shares, par value U.S. $0.10 per share (“Shares”), for a term expiring on May 22, 2027. In connection with the foregoing, the Articles of Association of the Company were further amended to reflect changes in the Company’s total issued share capital resulting from the issuance of 100,000,000 Shares into treasury pursuant to the general capital authorization approved at the AGM. The Company’s Articles of Association now reflect a share capital of U.S. $130,400,968.10 divided into 1,304,009,681 fully paid registered Shares.

The issuance of Shares into treasury described above is intended to allow the Company to timely deliver Shares from time to time pursuant to the general capital authorization approved by the Company’s shareholders and is exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving a public offering.

The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Association, amended as of May 22, 2026, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference

Finance Committee Dissolution

At its meeting on May 22, 2026, the Board of Directors of the Company approved an amendment to the Organizational Regulations, to be effective as of July 1, 2026, (as amended, the “Organizational Regulations”) to reflect the dissolution of the Finance Committee.

The foregoing description of the Organizational Regulations does not purport to be complete and is qualified in its entirety by reference to the full text of the Organizational Regulations, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by reference

Item 5.07Submission of Matters to a Vote of Security Holders.

At the AGM, shareholders of the Company took action on the following matters:

(A) Proposal regarding the approval of the 2025 Annual Report, including the Audited Consolidated Financial Statements of the Company. for Fiscal Year 2025 and the Audited Statutory Financial Statements of the Company for Fiscal Year 2025.


For		Against		Abstain
750,552,296		2,419,638		2,287,396

This item was approved.

(B) Proposal regarding the advisory vote to approve the Company’s Swiss Statutory Compensation Report for Fiscal Year 2025.


For		Against		Abstain		Broker Non-Votes
594,938,365		32,140,199		1,896,023		126,284,743

This item was approved.

(C) Proposal regarding the advisory vote to approve the Company’s Swiss Statutory Report on Non-Financial Matters Report for Fiscal Year 2025.


For		Against		Abstain
747,518,602		4,689,582		3,051,146

This item was approved.

Proposal regarding the discharge of the Members of the Board of Directors and the Executive Management Team from liability for activities during Fiscal Year 2025.


For		Against		Abstain		Broker Non-Votes
598,427,310		16,840,333		13,706,944		126,284,743

This item was approved.

Proposal regarding the Appropriation of the Accumulated Losses for Fiscal Year 2025.


For		Against		Abstain
736,519,216		15,910,244		2,829,870

This item was approved.

Proposal regarding the approval of Shares authorized for issuance.


For		Against		Abstain
689,986,288		25,485,761		39,787,281

This item was approved.

Proposals regarding the election of 11 directors, each for a term extending until completion of the next Annual General Meeting.

16,971,385

Name of Nominee for Director				For			Against			Abstain			Broker Non-Votes
5A		Keelan I. Adamson			610,939,692			16,971,385			1,063,510			126,284,743
5B		Glyn A. Barker			605,583,920			22,325,035			1,065,632			126,284,743
5C		Vanessa C.L. Chang			606,554,128			21,363,480			1,056,979			126,284,743
5D		Frederico F. Curado			536,924,649			90,952,788			1,097,150			126,284,743
5E		Chadwick C. Deaton			607,198,359			20,752,986			1,023,242			126,284,743
5F		Domenic J. “Nick” Dell’Osso, Jr.			593,908,354			34,037,097			1,029,136			126,284,743
5G		Vincent J. Intrieri			609,117,881			18,811,363			1,045,343			126,284,743
5H		William F. “Bill” Lacey			612,006,783			16,028,196			939,608			126,284,743
5I		Samuel J. Merksamer			607,175,019			20,774,960			1,024,608			126,284,743
5J		Frederik W. Mohn			593,666,633			34,212,298			1,095,656			126,284,743
5K		Jeremy D. Thigpen			605,594,445			22,435,501			944,641			126,284,743

Each of the 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the next Annual General Meeting.

Proposal regarding the election of the Chair of the Board of Directors for a term extending until completion of the next Annual General Meeting.


Name of Chair Nominee		For		Against		Abstain		Broker Non-Votes
Jeremy D. Thigpen		605,505,060		22,409,695		1,059,832		126,284,743

Jeremy D. Thigpen was elected Chair of the Board of Directors of the Company to hold office until the completion of the next Annual General Meeting.

Proposal regarding the election of the members of the Compensation Committee, each for a term extending until completion of the next Annual General Meeting.


Name of Compensation Committee Nominee	For		Against		Abstain		Broker Non-Votes
Glyn A. Barker	605,476,279		22,346,063		1,152,245		126,284,743
Vanessa C.L. Chang	606,659,268		21,153,557		1,161,762		126,284,743
Frederico F. Curado	547,602,610		80,174,728		1,197,249		126,284,743

Each of the three persons listed above was duly elected to serve as a member of the Compensation Committee of the Company to hold office until completion of the next Annual General Meeting.

Proposal regarding the reelection of the independent proxy for a term extending until completion of the next Annual General Meeting.


For		Against		Abstain
748,971,747		4,256,253		2,031,330

This item was approved.

Proposal regarding the ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026 and reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a further one-year term.


For		Against		Abstain
692,652,694		61,460,892		1,145,744

This item was approved.

10.

Proposal regarding the advisory vote to approve Named Executive Officer compensation for Fiscal Year 2026.


For		Against		Abstain		Broker Non-Votes
486,932,557		102,138,948		39,903,082		126,284,743

This item was approved.

11.

(A) Proposal regarding the ratification of the maximum aggregate amount of compensation of the Board of Directors for the period between the 2026 Annual General Meeting and the 2027 Annual General Meeting.


For		Against		Abstain		Broker Non-Votes
610,150,514		16,616,139		2,207,934		126,284,743

This item was approved.

11.

(B) Proposal regarding the ratification of the maximum aggregate amount of compensation of the Executive Management Team for Fiscal Year 2027.


For		Against		Abstain		Broker Non-Votes
608,443,687		18,272,663		2,258,237		126,284,743

This item was approved.

For information regarding the applicable quorum and vote standard required to vote upon and pass each matter described in this Item 5.07, please refer to the sections of the Company’s definitive proxy statement for the AGM, under the headings: “Quorum” and “Votes Required.”

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

3.1		Articles of Association of Transocean Ltd., amended as of May 22, 2026
3.2		Organizational Regulations, as amended, to be effective as of July 1, 2026
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).

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.


Date: May 26, 2026	By:	/s/ Debra Kupferman
		Debra Kupferman
		Authorized Person

Source: View Original Filing on SEC EDGAR

FAQ

What did Transocean (RIG) shareholders approve at the 2026 AGM?

Shareholders approved amending the Articles to permit issuance of up to 240,801,936 shares through May 22, 2027. They also backed all other proposals, including director elections and committee appointments, signaling broad support for the company’s current governance structure and capital framework.

What is Transocean’s new general capital authorization for RIG shares?

The company may issue up to 240,801,936 shares, par value $0.10, under a general capital authorization. This authorization runs until May 22, 2027 and is designed to give Transocean flexibility for equity-related actions, subject to applicable laws and shareholder-approved terms.

How were Transocean (RIG) directors elected at the 2026 AGM?

Eleven nominees, including Jeremy D. Thigpen, Keelan I. Adamson, and others, were elected as directors to serve until the next annual general meeting. Each nominee received more votes “For” than “Against,” reflecting shareholder support for the existing board composition and leadership.

Was Jeremy D. Thigpen reappointed to any leadership roles at Transocean (RIG)?

Yes. Jeremy D. Thigpen was elected as a director and separately elected as Chair of the Board. The vote for Chair received 605,505,060 “For” votes versus 22,409,695 “Against,” with his term as Chair running until completion of the next annual general meeting.

What governance change did Transocean (RIG) make to its board committees?

The Board approved an amendment to the Organizational Regulations to dissolve the Finance Committee, effective July 1, 2026. Three directors—Glyn A. Barker, Vanessa C.L. Chang, and Frederico F. Curado—were elected to serve on the Compensation Committee until the next annual meeting.

Filing Exhibits & Attachments

6 documents

Transocean (NYSE: RIG) boosts share capacity and elects full board at 2026 AGM

Rhea-AI Filing Summary

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