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Transocean (NYSE: RIG) director reports equity grant, option exercise and tax withholding

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Transocean Ltd. director William F. Lacey reported routine equity compensation transactions. On May 22, 2026, he acquired 82,353 Registered Shares through the exercise or conversion of a derivative security at $6.81 per share and received a grant of 30,435 Restricted Units at no cost under the long-term incentive plan.

These Restricted Units are 1-for-1 Registered Share equivalents that will vest on the earlier of May 22, 2027 or the next Annual General Meeting following the grant. On May 26, 2026, 20,934 Registered Shares were disposed of at $6.70 per share solely to satisfy tax withholding obligations upon vesting. After these transactions, Lacey directly holds 61,419 Registered Shares, plus the 30,435 unvested Restricted Units.

Positive

  • None.

Negative

  • None.
Insider Lacey William F.
Role null
Type Security Shares Price Value
Tax Withholding Registered Shares 20,934 $6.70 $140K
Grant/Award Restricted Units 30,435 $0.00 --
Exercise Registered Shares 82,353 $6.81 $561K
Holdings After Transaction: Registered Shares — 61,419 shares (Direct, null); Restricted Units — 30,435 shares (Direct, null)
Footnotes (1)
  1. Restricted Units, which are 1-for-1 share equivalents, acquired on May 30, 2025, pursuant to the Issuer's long-term incentive plan. The restricted share units vested on May 22, 2026, and the reporting person elected not to defer the receipt of the registered shares. Shares sold upon vesting to satisfy tax withholding obligations. Restricted Units, which are 1-for-1 registered share equivalents, were acquired on May 22, 2026, pursuant to the Issuer's long-term incentive plan. Restricted Units vest on the earlier of: (i) May 22, 2027, or (ii) the date of the next Annual General Meeting of the Company's shareholders following the May 22, 2026 grant date. Such Restricted Units will be payable in registered shares of the Issuer following the applicable vesting date, pursuant to the terms and conditions of the award.
Tax-withholding shares 20,934 shares at $6.70 Registered Shares disposed of on May 26, 2026 to satisfy tax withholding
Derivative exercise into shares 82,353 shares at $6.81 Registered Shares acquired on May 22, 2026 via derivative exercise/conversion
Restricted Units grant 30,435 units at $0.00 Restricted Units granted on May 22, 2026 under long-term incentive plan
Shares held after transactions 61,419 shares Direct Registered Share holdings following the May 26, 2026 disposition
Restricted Units financial
"Restricted Units, which are 1-for-1 registered share equivalents, were acquired on May 22, 2026"
long-term incentive plan financial
"pursuant to the Issuer's long-term incentive plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
tax withholding obligations financial
"Shares sold upon vesting to satisfy tax withholding obligations"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Lacey William F.
(Last)(First)(Middle)
TURMSTRASSE 30
(Street)
STEINHAUSENCH-6312
(City)(State)(Zip)
SWITZERLAND
(Country)		2. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Registered Shares05/22/2026M82,353(1)A$6.8182,353D
Registered Shares05/26/2026F20,934(2)D$6.761,419D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Units$005/22/2026A30,435 (3) (3)Registered Shares30,435$030,435D
Explanation of Responses:
1. Restricted Units, which are 1-for-1 share equivalents, acquired on May 30, 2025, pursuant to the Issuer's long-term incentive plan. The restricted share units vested on May 22, 2026, and the reporting person elected not to defer the receipt of the registered shares.
2. Shares sold upon vesting to satisfy tax withholding obligations.
3. Restricted Units, which are 1-for-1 registered share equivalents, were acquired on May 22, 2026, pursuant to the Issuer's long-term incentive plan. Restricted Units vest on the earlier of: (i) May 22, 2027, or (ii) the date of the next Annual General Meeting of the Company's shareholders following the May 22, 2026 grant date. Such Restricted Units will be payable in registered shares of the Issuer following the applicable vesting date, pursuant to the terms and conditions of the award.
/s/ Debra Kupferman by Power of Attorney05/27/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Transocean (RIG) director William F. Lacey report in this Form 4?

William F. Lacey reported routine equity compensation activity, including exercising a derivative into 82,353 Registered Shares and receiving 30,435 Restricted Units. He also disposed of 20,934 shares solely to cover tax withholding tied to vesting, rather than an open-market sale.

How many Transocean (RIG) shares does William F. Lacey hold after these transactions?

Following the reported transactions, William F. Lacey directly holds 61,419 Registered Shares. In addition, he has 30,435 unvested Restricted Units, which are 1-for-1 Registered Share equivalents that will convert into shares when they vest under the award terms.

What is the nature of the 30,435 Restricted Units granted to Transocean (RIG) director Lacey?

The 30,435 Restricted Units are 1-for-1 Registered Share equivalents granted under Transocean’s long-term incentive plan. They vest on the earlier of May 22, 2027, or the next Annual General Meeting after the grant, and will be settled in Registered Shares upon vesting.

Why were 20,934 Transocean (RIG) shares disposed of at $6.70 in this Form 4?

The 20,934 shares were disposed of solely to satisfy tax withholding obligations when previously granted Restricted Units vested. This tax-withholding disposition is not an open-market sale and reflects a standard mechanism to cover associated tax liabilities.

At what prices did the key Transocean (RIG) Form 4 transactions occur?

The derivative exercise or conversion into 82,353 Registered Shares was reported at $6.81 per share. The 20,934 shares disposed of for tax withholding related to vesting were reported at $6.70 per share, according to the Form 4 transaction details and footnotes.