Transocean (NYSE: RIG) CEO vests stock; shares withheld for taxes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Transocean Ltd. director and CEO Keelan Adamson reported routine equity compensation activity involving restricted share units. On May 1, 2026, one third of a prior grant of restricted units vested, giving him 180,931 registered shares under the company’s long-term incentive plan. On May 4, 2026, 71,556 of these shares were delivered to satisfy tax obligations associated with the vesting. After these transactions, Adamson directly holds 1,600,884 registered shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Adamson Keelan

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Tax Withholding	Registered Shares	71,556	$6.82	$488K
Exercise	Registered Shares	180,931	$0.00	--

Holdings After Transaction: Registered Shares — 1,600,884 shares (Direct, null)

Footnotes (1)

Restricted Units, which are 1-for1 share equivalents, acquired on May 1, 2025, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on May 1, 2026, resulting in the right of the reporting person to receive the registered shares. The remaining share units vest as follows: 180,931 on March 1, 2027 and 180,931 on March 1, 2028. Shares sold upon vesting to satisfy tax obligations.

Key Figures

Restricted units vested: 180,931 shares Shares for tax obligations: 71,556 shares at $6.82 Shares held after transactions: 1,600,884 shares

3 metrics

Restricted units vested 180,931 shares Registered shares from vested restricted units on May 1, 2026

Shares for tax obligations 71,556 shares at $6.82 Delivered on May 4, 2026 to satisfy tax obligations

Shares held after transactions 1,600,884 shares Direct ownership following vesting and tax disposition

Key Terms

Restricted Units, long-term incentive plan, tax obligations, tax-withholding disposition

4 terms

Restricted Units financial

"Restricted Units, which are 1-for1 share equivalents, acquired on May 1, 2025"

long-term incentive plan financial

"acquired on May 1, 2025, 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 obligations financial

"Shares sold upon vesting to satisfy tax obligations"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 04:16 PM

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

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^*

Adamson Keelan

(Last)

(First)

(Middle)

1414 ENCLAVE PARKWAY

(Street)

HOUSTON

TEXAS

77077

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	PRESIDENT AND CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Registered Shares	05/01/2026		M		180,931⁽¹⁾	A	$0	1,672,440	D
Registered Shares	05/04/2026		F		71,556⁽²⁾	D	$6.82	1,600,884	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted Units, which are 1-for1 share equivalents, acquired on May 1, 2025, pursuant to the Issuer's long-term incentive plan. One third of such restricted units vested on May 1, 2026, resulting in the right of the reporting person to receive the registered shares. The remaining share units vest as follows: 180,931 on March 1, 2027 and 180,931 on March 1, 2028.

2. Shares sold upon vesting to satisfy tax obligations.

	/s/ Debra Kupferman by Power of Attorney	05/05/2026
	** 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.
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 insider transactions did Transocean (RIG) CEO Keelan Adamson report?

Keelan Adamson reported a vesting of restricted units into 180,931 registered shares and a related disposition of 71,556 shares to cover tax obligations. These transactions reflect routine equity compensation activity rather than an open-market purchase or sale.

How many Transocean (RIG) shares does the CEO hold after this Form 4?

Following the reported vesting and tax-related share disposition, Keelan Adamson directly holds 1,600,884 registered shares of Transocean Ltd. This figure reflects his updated ownership after the equity compensation events disclosed in the Form 4 filing.

Were Transocean (RIG) CEO’s Form 4 transactions open-market buys or sells?

The Form 4 shows no open-market buys or sells. Shares were acquired through vesting of restricted units and a portion, 71,556 shares, was delivered to satisfy tax obligations. This is characterized as derivative exercise and tax-withholding disposition, not discretionary trading.

What are the details of the restricted units in Transocean (RIG) CEO’s filing?

The filing notes restricted units, equal to one share each, were acquired on May 1, 2025 under Transocean’s long-term incentive plan. One third vested on May 1, 2026, creating the right to receive registered shares; additional units vest on March 1, 2027 and March 1, 2028.

Why were 71,556 Transocean (RIG) shares disposed of in the CEO’s Form 4?

The 71,556 shares were disposed of to satisfy tax obligations triggered by the vesting of restricted units. The Form 4 classifies this as a tax-withholding disposition, meaning shares were used to pay taxes tied to the compensation, rather than a discretionary market sale.