Transocean (NYSE: RIG) chair gets 407,332 RSUs, sells shares

Rhea-AI Filing Summary

Transocean Ltd.'s executive chair Jeremy Thigpen reported several equity compensation transactions. On February 5, 2026, 373,534 registered shares were acquired at $0 following the vesting of deferred units tied to the company’s 2023–2025 performance cycle. That same day, he was granted 407,332 restricted units under Transocean’s long-term incentive plan, scheduled to vest in three equal tranches on March 1, 2027, March 1, 2028, and March 1, 2029. On February 6, 2026, 147,729 shares were sold at $4.99 per share to cover tax withholding obligations related to the vesting, leaving him with 2,362,028 registered shares held directly.

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)
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		373,534(1)	A	$0	2,509,757	D
Registered Shares	02/06/2026		F		147,729(2)	D	$4.99	2,362,028	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		407,332		(3)	(3)	Registered Shares	407,332	$0	407,332	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: 135,777 on March 1, 2027; 135,777 on March 1, 2028; and 135,778 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.
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FAQ

What insider transactions did Transocean (RIG) executive chair Jeremy Thigpen report?

Jeremy Thigpen reported acquiring 373,534 registered shares at $0 from vesting deferred units, receiving 407,332 restricted units under a long-term incentive plan, and selling 147,729 shares at $4.99 to satisfy tax withholding obligations linked to the equity vesting events.

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

After the reported transactions, Jeremy Thigpen directly beneficially owns 2,362,028 registered Transocean shares. He also holds 407,332 restricted units that represent rights to receive additional registered shares as they vest over the 2027–2029 period under the company’s incentive plan.

Why did Jeremy Thigpen sell 147,729 Transocean (RIG) shares at $4.99?

The 147,729 shares sold at $4.99 per share were disposed of solely to satisfy tax withholding obligations arising from the vesting of equity awards. This type of sale is a common administrative step used to cover taxes without requiring separate cash payments.

What are the terms of the 407,332 restricted units granted to Transocean’s executive chair?

The 407,332 restricted units were granted on February 5, 2026, under Transocean’s long-term incentive plan. They vest in three installments: 135,777 units on March 1, 2027, 135,777 units on March 1, 2028, and 135,778 units on March 1, 2029, assuming continued eligibility conditions.

What triggered the acquisition of 373,534 Transocean (RIG) shares by Jeremy Thigpen?

The 373,534 registered shares were acquired when deferred units awarded on February 9, 2023 vested on February 5, 2026. Vesting occurred after the applicable performance measures were satisfied under Transocean’s 2023–2025 performance cycle, converting those deferred units into registered shares.