Form 4: Perestroika increases Transocean (RIG) stake to 95.07M shares

Rhea-AI Filing Summary

Transocean Ltd. (RIG) Form 4 summary: The reporting person, Perestroika (through Perestroika AS), acquired 4,000,000 registered shares on 09/26/2025 at $3.05 per share in a registered public offering. After the transaction, Perestroika beneficially owned 95,074,894 shares indirectly via Perestroika (Cyprus) Ltd. The filing identifies the reporting entity as a director and a 10% owner. The disclosure states Perestroika (Cyprus) Ltd. is a wholly owned subsidiary of Perestroika AS and that Mr. Frederik Mohn is the sole director and owner of Perestroika AS and the indirect beneficial owner of the securities. The form is signed by /s/ Daniel Ro-Trock by Power of Attorney dated 09/30/2025. The filing notes Perestroika AS's prior right to designate a board member has terminated.

Positive

• 4,000,000 registered shares acquired in a public offering at $3.05 per share on 09/26/2025
• Indirect beneficial ownership of 95,074,894 shares after the transaction, indicating a large stakeholder position
• Reporting person identified as both a director and a 10% owner, clarifying relationship to issuer

Negative

• The filing states Perestroika AS's right to designate a board member has terminated, a governance change disclosed without additional detail

Insights

Financial Analyst

TL;DR: Direct purchase of 4,000,000 shares at $3.05 increases Perestroika's indirect stake to 95,074,894 shares, a materially large holding.

The filing documents a block purchase executed in a registered public offering, with 4,000,000 registered shares acquired at $3.05 each on 09/26/2025. Holding 95,074,894 shares indirectly signals concentrated ownership that could influence capitalization and shareholder votes. The acquisition was made by a subsidiary structure, which is common for large strategic holders. The disclosure that Mr. Frederik Mohn is sole director and owner of the parent entity clarifies control of the beneficial holder. The termination of the parent entity's right to designate a board member is a notable governance detail but the filing does not quantify its operational impact.

Corporate Governance Expert

TL;DR: Insider filing shows substantial indirect ownership and a change in board-designation rights; both are governance-relevant.

The Form 4 shows Perestroika reported beneficial ownership of 95,074,894 shares after acquiring 4,000,000 shares in a registered offering. The filer checked boxes indicating a director relationship and a >10% owner status, which creates potential influence over corporate governance matters. The filing explains the ownership chain through Perestroika (Cyprus) Ltd. and Perestroika AS and names Mr. Frederik Mohn as the sole director and owner of the parent. It also states that Perestroika AS's right to designate a board member has since terminated, a material governance change disclosed without further detail in this filing.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

Perestroika

(Last) (First) (Middle)

TURMSTRASSE 30

(Street)

STEINHAUSEN V8 6312

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		P(1)		4,000,000(1)	A	$3.05	95,074,894	I	By Perestroika (Cyprus) Ltd.(2)

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

Explanation of Responses:

1. The transaction reported herein was made in connection with a registered public offering of securities at the reported public offering price offered by the Issuer, as described in the Issuer's prospectus supplement filed with the U.S. Securities and Exchange Commission on September 26, 2025.

2. These securities are held directly by Perestroika (Cyprus) Ltd., which is a wholly owned subsidiary of Perestroika AS. Mr. Frederik Mohn is the sole director and owner of Perestroika AS and is the indirect beneficial owner of all securities owned by Perestroika AS.

Remarks:

Perestroika (Cyprus) Ltd. is a wholly owned subsidiary of Perestroika AS. Due to Perestroika AS's designation of a member of the board of directors of the Company, Perestroika (Cyprus) Ltd. may be deemed to be a director of the Company by deputization. Perestroika AS's right to designate a member of the Company's board of directors has since terminated.

	/s/ Daniel Ro-Trock by Power of Attorney	09/30/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the Form 4 filed for Transocean Ltd. (RIG) report?

The Form 4 reports that Perestroika acquired 4,000,000 registered shares at $3.05 on 09/26/2025 and now beneficially owns 95,074,894 shares indirectly.

Who holds the reported shares for RIG and how are they held?

The shares are held directly by Perestroika (Cyprus) Ltd., which is a wholly owned subsidiary of Perestroika AS; Perestroika AS is indirectly beneficial owner.

What relationship does the reporting person have to Transocean?

The filer checked boxes indicating they are a director and a 10% owner of the issuer in the Form 4.

When was the transaction and how was it executed?

The transaction date was 09/26/2025 and it was made in connection with a registered public offering at the public offering price of $3.05 per share.

Is there any change in board-designation rights noted in the filing?

Yes. The filing states that Perestroika AS's right to designate a member of the company's board of directors has terminated.