Transocean (NYSE: RIG) to sell 100,000,000 shares in public offering

Rhea-AI Filing Summary

Transocean Ltd. reported that it plans to offer and sell 100,000,000 company shares with a par value of $0.10 in an underwritten public offering. The company also expects to grant the underwriters a 30-day option to purchase up to an additional 15,000,000 shares at the public offering price, less underwriting discounts and commissions. These transactions would increase the company’s equity base and could dilute existing shareholders, depending on final pricing and how many shares are sold. Further details are provided in a related press release, which is included as an exhibit.

Insights

Equity capital markets analyst

Transocean plans a sizable underwritten equity sale that may dilute existing shareholders.

Transocean Ltd. has announced an intention to conduct an underwritten public offering of 100,000,000 shares, with a par value of $0.10 per share. In addition, it expects to grant underwriters a 30-day option to buy up to 15,000,000 more shares at the public offering price, less underwriting discounts and commissions.

This structure is typical for large equity offerings, where the underwriter option (often called a greenshoe) helps stabilize the deal if investor demand is strong. Because all shares are being sold by the company, the transaction is designed to raise new equity capital rather than facilitate insider or secondary sales.

The potential impact for investors centers on dilution and how efficiently the new capital is ultimately used, but this excerpt does not detail the intended use of proceeds or pricing. Additional context is contained in the accompanying press release referenced as Exhibit 99.1.

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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 that it intends to offer and sell 100,000,000 Company shares, par value $0.10, in an underwritten public offering. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 15,000,000 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 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 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 Ltd. (RIG) disclose in this 8-K filing?

Transocean Ltd. disclosed that it intends to offer and sell 100,000,000 company shares in an underwritten public offering and expects to grant underwriters a 30-day option to purchase up to an additional 15,000,000 shares.

How many Transocean Ltd. shares are included in the planned offering?

The planned underwritten public offering covers 100,000,000 Transocean Ltd. shares, each with a par value of $0.10.

What is the underwriters' option in Transocean Ltd.'s planned share sale?

Transocean Ltd. expects to grant the underwriters a 30-day option to purchase up to an additional 15,000,000 shares at the public offering price, less underwriting discounts and commissions.

Is Transocean Ltd.'s offering a primary or secondary share sale?

The filing states that Transocean Ltd. intends to offer and sell company shares itself, indicating a primary offering in which the company raises new equity capital.

Where can investors find more details on Transocean Ltd.'s share offering?

More details are contained in a press release titled "Transocean Ltd. Announces Public Offering of Shares," which is attached as Exhibit 99.1 to the filing.

What section of the 8-K covers Transocean Ltd.'s share offering announcement?

The announcement of the intended underwritten public offering is provided under Item 7.01, Regulation FD Disclosure.