Transocean (NYSE: RIG) EVP receives 204,939 RSUs and sells shares for taxes

Rhea-AI Filing Summary

Transocean Ltd. executive Mackenzie Roderick James, EVP and Chief Commercial Officer, reported equity compensation and related share activity. On February 5, 2026, 67,411 registered shares vested at $0, increasing his directly held registered shares to 279,483. The same day he received 204,939 restricted units under Transocean’s long-term incentive plan, which are scheduled to vest in three equal installments of 68,313 shares on March 1 of 2027, 2028, and 2029. On February 6, 2026, 26,665 registered shares were sold at $4.99 per share to satisfy tax withholding obligations, leaving 252,818 registered shares held directly, in addition to the 204,939 restricted units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mackenzie Roderick James

(Last) (First) (Middle)

1414 ENCLAVE PARKWAY

(Street)

HOUSTON TX 77077

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Registered Shares	02/05/2026		M		67,411(1)	A	$0	279,483	D
Registered Shares	02/06/2026		F		26,665(2)	D	$4.99	252,818	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Units	$0	02/05/2026		A		204,939		(3)	(3)	Registered Shares	204,939	$0	204,939	D

Explanation of Responses:

1. Deferred Units awarded on February 9, 2023, vested on February 5, 2026, upon satisfaction of the applicable performance measures pursuant to the Issuer's 2023-2025 performance cycle

2. Shares sold upon vesting to satisfy tax withholding obligations.

3. The Restricted Units were acquired on February 5, 2026, by the reporting person pursuant to the Issuer's long-term incentive plan. The restricted share units vest as follows: 68,313 on March 1, 2027; 68,313 on March 1, 2028; and 68,313 on March 1, 2029.

	/s/ Debra Kupferman by Power of Attorney	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Transocean (RIG) report for EVP Mackenzie Roderick James?

Transocean’s EVP Mackenzie Roderick James reported vesting of 67,411 registered shares, receipt of 204,939 restricted units, and the sale of 26,665 shares at $4.99 to cover tax withholding obligations, leaving 252,818 registered shares held directly plus the unvested restricted units.

How many Transocean (RIG) shares does the EVP hold after these Form 4 transactions?

After the reported transactions, Mackenzie Roderick James directly holds 252,818 registered shares of Transocean and 204,939 restricted units. The restricted units represent additional potential shares that will vest over time according to the company’s long-term incentive plan schedule.

Why were 26,665 Transocean (RIG) shares sold by the EVP at $4.99?

The 26,665 Transocean registered shares were sold at $4.99 per share to satisfy tax withholding obligations triggered by vesting. Such sales are common when equity awards vest, allowing the executive to cover required taxes without providing separate cash.

What is the vesting schedule for the 204,939 restricted units at Transocean (RIG)?

The 204,939 restricted units granted to Mackenzie Roderick James vest in three equal tranches of 68,313 shares on March 1, 2027, March 1, 2028, and March 1, 2029. Vesting follows Transocean’s long-term incentive plan provisions and service-based conditions.

What triggered the vesting of 67,411 Transocean (RIG) deferred units for the EVP?

The 67,411 deferred units vested on February 5, 2026 after performance measures for Transocean’s 2023–2025 performance cycle were satisfied. These units had been awarded on February 9, 2023 and converted into registered shares upon achievement of the specified performance criteria.

Is the Transocean (RIG) EVP’s transaction a discretionary sale or for tax withholding?

The Form 4 indicates the 26,665 shares sold at $4.99 were specifically to satisfy tax withholding obligations arising from vesting. This suggests the sale was primarily tax-related rather than a discretionary open-market liquidation of investment holdings.