Transocean (RIG) EVP exercises RSUs and disposes shares for taxes

Rhea-AI Filing Summary

Transocean Ltd. EVP and Chief Commercial Officer Roderick James Mackenzie reported multiple equity award transactions in company registered shares. On March 1, 2026, he acquired 34,924, 50,663 and 70,876 registered shares through the vesting and conversion of previously granted restricted units under Transocean’s long‑term incentive plan.

On March 3, 2026, 62,886 registered shares were disposed of at $6.12 per share to satisfy tax withholding obligations tied to these vestings. After these transactions, Mackenzie directly held 346,395 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^*

Mackenzie Roderick James

(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 Commercial 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		34,924(1)	A	$6.25	287,742	D
Registered Shares	03/01/2026		M		50,663(2)	A	$6.25	338,405	D
Registered Shares	03/01/2026		M		70,876(3)	A	$6.25	409,281	D
Registered Shares	03/03/2026		F		62,886(4)	D	$6.12	346,395	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.

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: 50,664 on March 1, 2027.

3. 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: 70,876 on March 1, 2027 and 70,877 on March 1, 2028.

4. 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.
* 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).
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FAQ

What insider transactions did Transocean (RIG) report for EVP Roderick Mackenzie?

Transocean reported that EVP Roderick Mackenzie had restricted stock units vest into registered shares on March 1, 2026, and then disposed of 62,886 registered shares on March 3, 2026 to cover tax withholding obligations related to those vesting equity awards.

How many Transocean (RIG) shares did the EVP acquire through RSU vesting?

On March 1, 2026, Roderick Mackenzie acquired 34,924, 50,663 and 70,876 registered shares as one-third tranches of restricted units vested under Transocean’s long-term incentive plan, each restricted unit being a 1-for-1 share equivalent according to the footnote disclosures.

Why were 62,886 Transocean (RIG) shares disposed of in this Form 4?

The 62,886 registered shares were disposed of on March 3, 2026 at $6.12 per share specifically to satisfy tax withholding obligations arising from the vesting of restricted share units, rather than as a traditional open-market sale transaction by the executive.

What is Roderick Mackenzie’s direct Transocean (RIG) shareholding after these transactions?

Following the vesting-related acquisitions and the tax-withholding disposition, Roderick Mackenzie directly held 346,395 registered shares of Transocean. This figure reflects his ownership after all reported March 1, 2026 and March 3, 2026 transactions in this Form 4 filing.

How do the Transocean (RIG) restricted units for the EVP vest in the future?

Footnotes state remaining restricted units vest in future annual tranches: 50,664 units vest on March 1, 2027, and 70,876 plus 70,877 units vest on March 1, 2027 and March 1, 2028, respectively, each convertible 1-for-1 into registered shares upon vesting.

What transaction codes were used in this Transocean (RIG) Form 4?

The filing uses code M for three transactions, indicating exercise or conversion of derivative securities as restricted units vest into registered shares, and code F for one transaction, indicating shares were disposed of to pay tax liabilities by delivering securities instead of cash.