Transocean (NYSE: RIG) CFO nets shares after RSU vesting and tax sale

Rhea-AI Filing Summary

Transocean Ltd. executive vice president and chief financial officer Robert Thaddeus Vayda reported multiple equity award transactions in registered shares. On March 1, 2026, he acquired 17,991, 22,837, 21,880 and 93,964 registered shares through exercises of restricted units at $6.25 per share as portions of prior long‑term incentive awards vested.

On March 3, 2026, Vayda disposed of 62,970 registered shares at $6.12 per share to satisfy tax withholding obligations upon vesting, rather than through an open‑market sale. After these transactions, he held 352,635 registered shares directly. He also reports indirect ownership of 91 registered shares held by a child, for which he disclaims beneficial ownership.

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^*

Vayda Robert Thaddeus

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		17,991(1)	A	$6.25	276,924	D
Registered Shares	03/01/2026		M		22,837(2)	A	$6.25	299,761	D
Registered Shares	03/01/2026		M		21,880(3)	A	$6.25	321,641	D
Registered Shares	03/01/2026		M		93,964(4)	A	$6.25	415,605	D
Registered Shares	03/03/2026		F		62,970(5)	D	$6.12	352,635	D
Registered Shares								91(6)	I	By Child

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. Restricted Units, which are 1-for-1 share equivalents, acquired on February 9, 2023, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on March 1, 2026, resulting in the right of the reporting person to receive the registered shares.

2. Restricted Units, which are 1-for-1 share equivalents, acquired on February 8, 2024, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on March 1, 2026, resulting in the right of the reporting person to receive the registered shares. The remaining restricted share units vest as follows: 22,837 on March 1, 2027.

3. Restricted Units, which are 1-for-1 share equivalents, acquired on May 16, 2024, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on March 1, 2026, resulting in the right of the reporting person to receive the registered shares. The remaining restricted share units vest as follows: 21,880 on March 1, 2027.

4. Restricted Units, which are 1-for-1 share equivalents, acquired on February 13, 2025, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on March 1, 2026, resulting in the right of the reporting person to receive the registered shares. The remaining restricted share units vest as follows: 93,965 on March 1, 2027 and 93,965 on March 1, 2028.

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

6. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Debra Kupferman by Power of Attorney	03/03/2026
	** 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).
** 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 insider transactions did Transocean (RIG) CFO Robert Vayda report?

Robert Vayda reported vesting-related equity transactions. He exercised several batches of restricted units into registered shares and then disposed of 62,970 shares to cover tax withholding obligations, reflecting routine activity tied to Transocean’s long-term incentive plan rather than open-market trades.

How many Transocean (RIG) shares did the CFO dispose of for taxes?

The CFO disposed of 62,970 registered shares for taxes. On March 3, 2026, these shares were transferred at a price of $6.12 per share specifically to satisfy tax withholding obligations arising from vesting equity awards, not as a discretionary open-market sale.

What share awards did the Transocean (RIG) CFO acquire through exercises?

The CFO acquired multiple blocks of registered shares via award vesting. On March 1, 2026, he received 17,991, 22,837, 21,880 and 93,964 registered shares at $6.25 per share as one-third portions of restricted units granted in prior years vested under Transocean’s incentive plans.

How many Transocean (RIG) shares does the CFO hold after these transactions?

After these transactions, the CFO directly holds 352,635 shares. The Form 4 also shows 91 registered shares reported as indirectly owned through a child, and he expressly disclaims beneficial ownership of those indirectly held shares for Section 16 purposes.

Are the Transocean (RIG) CFO’s reported transactions open-market buys or sells?

The transactions are primarily award exercises and tax withholding. Shares were acquired through conversion of restricted units as they vested, and 62,970 shares were disposed of to satisfy tax withholding obligations, indicating administrative equity award activity rather than traditional open-market buying or selling.

What do the footnotes reveal about Transocean (RIG) CFO’s restricted units?

Footnotes explain that restricted units are 1-for-1 share equivalents. They describe grants from 2023–2025 under Transocean’s long-term incentive plan, note that one-third vested on March 1, 2026, and outline remaining tranches scheduled to vest in March 2027 and March 2028.