Transocean (NYSE: RIG) chair nets more shares after awards vest

Rhea-AI Filing Summary

Transocean Ltd. executive chair Jeremy Thigpen reported a mix of share vesting, option exercises, and a tax‑related share disposition. On March 1, 2026, he acquired blocks of 193,518, 245,640, and 171,821 registered shares through the exercise or vesting of long‑term incentive awards.

On March 3, 2026, he disposed of 245,556 registered shares at $6.12 per share to satisfy tax‑withholding obligations associated with these awards, rather than an open‑market sale. After these transactions, Thigpen directly owned 2,614,548 Transocean registered shares.

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^*

THIGPEN JEREMY D

(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)
	Executive Chair

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		193,518(1)	A	$6.25	2,442,643(2)	D
Registered Shares	03/01/2026		M		245,640(3)	A	$6.25	2,688,283	D
Registered Shares	03/01/2026		M		171,821(4)	A	$6.25	2,860,104	D
Registered Shares	03/03/2026		F		245,556(5)	D	$6.12	2,614,548	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

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. The amount of securities beneficially owned following the reported transaction reflects a prior transfer of shares to the reporting person's former spouse pursuant to a domestic relations order.

3. 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: 245,640 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: 171,821 on March 1, 2027 and 171,822 on March 1, 2028.

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

	/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.
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FAQ

What did Transocean (RIG) executive chair Jeremy Thigpen report in this Form 4?

Jeremy Thigpen reported vesting and exercises of long-term incentive awards plus a tax-related share disposition. He acquired several blocks of registered shares on March 1, 2026, and later disposed of 245,556 shares on March 3, 2026, to cover associated tax withholding obligations.

How many Transocean (RIG) shares did Jeremy Thigpen dispose of for taxes?

He disposed of 245,556 registered shares at $6.12 per share to satisfy tax-withholding obligations. The filing classifies this as a tax-withholding disposition rather than an open-market sale, reflecting shares withheld upon award vesting rather than a discretionary secondary-market transaction by the executive chair.

How many Transocean (RIG) shares does Jeremy Thigpen own after these transactions?

After the reported transactions, Jeremy Thigpen directly owns 2,614,548 registered shares of Transocean. This figure reflects the net result of multiple award vestings and a tax-withholding share disposition recorded in early March 2026 under the company’s long-term incentive plan arrangements.

What type of awards vested for Transocean (RIG) executive Jeremy Thigpen?

The filing describes restricted units that are 1-for-1 share equivalents granted under Transocean’s long-term incentive plan. Portions of grants from February 2023, February 2024, and February 2025 vested on March 1, 2026, giving Thigpen the right to receive registered shares.

Are there remaining unvested restricted units for Jeremy Thigpen at Transocean (RIG)?

Yes. Footnotes state remaining restricted share units vest in future years. For example, 245,640 restricted units vest on March 1, 2027, and additional units of 171,821 and 171,822 vest on March 1, 2027 and March 1, 2028, respectively, under prior long-term incentive grants.

Was Jeremy Thigpen’s share disposition in Transocean (RIG) an open-market sale?

No. The Form 4 labels the March 3, 2026 transaction with code F and notes shares were sold upon vesting to satisfy tax-withholding obligations. This indicates a tax-withholding disposition tied to equity award vesting, not a discretionary, open-market sale decision by the executive.