Transocean (RIG) CEO Keelan Adamson logs major equity awards and tax-share sale

Rhea-AI Filing Summary

Transocean Ltd. President and CEO Keelan Adamson reported equity compensation activity and related tax withholding transactions. On February 5, 2026, deferred units awarded on February 9, 2023 vested, resulting in the acquisition of 130,738 registered shares at $0, increasing his direct holdings to 1,352,920 registered shares.

On February 6, 2026, he disposed of 51,709 registered shares at $4.99 per share to satisfy tax withholding obligations tied to the vesting, leaving 1,301,211 registered shares held directly. Separately, on February 5, 2026 he was granted 712,831 restricted units at $0 under the long-term incentive plan, all held directly.

These restricted share units vest in three tranches: 237,610 on March 1, 2027, 237,610 on March 1, 2028, and 237,611 on March 1, 2029, aligning his compensation with the company’s long-term performance cycles.

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^*

Adamson Keelan

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

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		130,738(1)	A	$0	1,352,920	D
Registered Shares	02/06/2026		F		51,709(2)	D	$4.99	1,301,211	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		712,831		(3)	(3)	Registered Shares	712,831	$0	712,831	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: 237,610 on March 1, 2027; 237,610 on March 1, 2028; and 237,611 on March 1, 2029.

	/s/ Debra Kupferman by Power of Attorney	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Transocean (RIG) CEO Keelan Adamson report on February 2026 Form 4?

He reported vesting of 130,738 deferred units into registered shares and sale of 51,709 shares at $4.99 for tax withholding, plus a grant of 712,831 restricted units under Transocean’s long-term incentive plan, all held directly.

How many Transocean (RIG) shares does CEO Keelan Adamson hold after these Form 4 transactions?

After the reported transactions, Keelan Adamson directly holds 1,301,211 registered shares of Transocean and 712,831 restricted units. The change reflects vesting of deferred units, sale of shares to cover taxes, and a new long-term incentive grant.

Why did Transocean (RIG) CEO Keelan Adamson sell 51,709 shares on February 6, 2026?

The 51,709 registered shares sold at $4.99 per share were disposed of solely to satisfy tax withholding obligations arising from vesting of prior awards. This type of sale is a routine administrative transaction commonly tied to equity compensation vesting.

What are the terms of the 712,831 restricted units granted to Transocean (RIG) CEO Keelan Adamson?

The 712,831 restricted units granted on February 5, 2026 vest in three equal tranches: 237,610 units on March 1, 2027, 237,610 on March 1, 2028, and 237,611 on March 1, 2029, under Transocean’s long-term incentive plan.

How are Transocean (RIG) CEO Keelan Adamson’s equity awards linked to company performance?

Deferred units that vested on February 5, 2026 were awarded on February 9, 2023 under Transocean’s 2023–2025 performance cycle. Vesting occurred after satisfaction of applicable performance measures, directly tying this portion of his compensation to multi-year company performance.