Transocean (RIG) CLO gets 233,290 RSUs, sells shares for taxes

Rhea-AI Filing Summary

Transocean Ltd. executive vice president and chief legal officer Brady K. Long reported multiple equity compensation transactions. On February 5, 2026, he acquired 101,873 registered shares at $0 upon vesting of deferred units tied to Transocean’s 2023–2025 performance cycle and was granted 233,290 restricted units under the company’s long-term incentive plan. These restricted share units are scheduled to vest in three equal tranches of 77,763 shares on March 1, 2027 and March 1, 2028, and 77,764 shares on March 1, 2029. On February 6, 2026, Long disposed of 40,294 registered shares at $4.99 per share in a transaction identified as shares sold upon vesting to satisfy tax withholding obligations. After these transactions, he beneficially owned 1,107,610 registered shares directly, as well as 233,290 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^*

Long Brady K

(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 Legal 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		101,873(1)	A	$0	1,147,904	D
Registered Shares	02/06/2026		F		40,294(2)	D	$4.99	1,107,610	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		233,290		(3)	(3)	Registered Shares	233,290	$0	233,290	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: 77,763 on March 1, 2027; 77,763 on March 1, 2028; and 77,764 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did Brady K. Long report for Transocean (RIG)?

Brady K. Long reported acquiring 101,873 registered shares at $0 from vested deferred units, receiving 233,290 restricted units under a long-term incentive plan, and selling 40,294 registered shares at $4.99 to cover tax withholding obligations, while retaining over 1.1 million shares.

How many Transocean shares does Brady K. Long beneficially own after this Form 4?

After the reported transactions, Brady K. Long beneficially owns 1,107,610 registered shares directly. In addition, he holds 233,290 restricted units that represent rights to receive registered shares, subject to future vesting dates under Transocean’s long-term incentive plan.

What equity awards did Transocean grant to Brady K. Long on February 5, 2026?

On February 5, 2026, Transocean granted Brady K. Long 233,290 restricted units under its long-term incentive plan. These restricted share units entitle him to receive an equal number of registered shares if vesting conditions are satisfied over future dates.

How do Brady K. Long’s restricted share units in Transocean vest?

The 233,290 restricted share units vest in three tranches: 77,763 units on March 1, 2027, 77,763 units on March 1, 2028, and 77,764 units on March 1, 2029. Each vested unit converts into one registered share if conditions are met.

Why did Brady K. Long sell 40,294 Transocean shares at $4.99?

The sale of 40,294 registered shares at $4.99 per share was reported as shares sold upon vesting to satisfy tax withholding obligations. Such sales are common when equity awards vest, allowing executives to cover required tax payments.

What performance-based units vested for Brady K. Long at Transocean?

Deferred units awarded on February 9, 2023 vested on February 5, 2026, after performance measures for Transocean’s 2023–2025 performance cycle were satisfied. Upon vesting, these units delivered 101,873 registered shares to Brady K. Long at an exercise price of $0.