SDRL Form 4: Performance RSUs vest at 60.86%; insider sells 7,464 shares

Rhea-AI Filing Summary

Seadrill Limited insider Ali Samir H reported transactions on 08/27/2025 related to performance-based restricted stock units and open-market sales. 18,967 restricted stock units vested on certification of performance at 60.86%, resulting in the acquisition of 18,967 common shares. The reporting person also disposed of 7,464 common shares at a reported price of $31.97 per share. Following these transactions, the filing shows the reporting person beneficially owned 25,164 common shares. The vesting related to awards granted on August 6, 2022.

Positive

• Performance RSUs vested following committee certification at 60.86%
• Required insider transactions disclosed on Form 4, indicating compliance with reporting rules

Negative

• Insider sold 7,464 shares, reducing direct holdings
• Beneficial ownership declined to 25,164 shares after the sale

Insights

Financial Analyst

TL;DR: Vesting of performance RSUs increased share holdings then a partial sale reduced holdings to 25,164 shares.

The filing documents certification of performance goals at 60.86% for RSUs granted August 6, 2022, producing 18,967 vested shares on August 27, 2025. A contemporaneous disposal of 7,464 shares at $31.97 reduced the reporting person’s net increase. For investors, this is a routine insider equity compensation and liquidity event; it does not disclose any changes to company operations or financial forecasts.

Corporate Governance Expert

TL;DR: Committee certified performance metrics, vesting occurred, and an insider sale was reported in compliance with Section 16.

The Joint Nomination and Remuneration Committee certified achievement of the preset performance threshold at 60.86%, triggering vesting of performance-based RSUs awarded in 2022. The Form 4 shows the required disclosure of acquisition and disposition transactions and is signed by an attorney-in-fact, indicating procedural compliance. The filing contains no indications of related-party changes or governance actions beyond the compensation certification.

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^*

Ali Samir H

(Last) (First) (Middle)

11025 EQUITY DRIVE, SUITE 150

(Street)

HOUSTON TX 77041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seadrill Ltd [ SDRL ]

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)
08/27/2025

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
Common Shares	08/27/2025		M		18,967	A	(1)	32,628	D
Common Shares	08/27/2025		F		7,464	D	$31.97	25,164	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 Stock Units	(1)	08/27/2025		M			18,967	(1)	(1)	Common Shares	18,967	(1)	0	D

Explanation of Responses:

1. On August 6, 2022, the reporting person was granted 31,165 performance-based restricted stock units, each of which represented a contingent right to receive one common share, par value $0.01 per share (a "Common Share"), of Seadrill Limited (the "Company"). The restricted stock units could be earned based on the extent the Company maintained or exceeded set per Common Share trading prices for a period of at least 45 consecutive trading days over the period beginning on August 6, 2022 and ending on August 6, 2025. The earned restricted stock units vested subject to the reporting person's continued employment during such period. On August 27, 2025, the Joint Nomination and Remuneration Committee of the Board of Directors of the Company certified achievement of the performance goals at 60.86%.

	/s/ Todd D. Strickler, attorney-in-fact	08/28/2025
	** 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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** 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 did Seadrill insider Ali Samir H report on Form 4 (SDRL)?

The report discloses vesting of 18,967 performance-based RSUs certified at 60.86% and a sale of 7,464 common shares at $31.97 on 08/27/2025.

How many shares did the reporting person own after the transactions for SDRL?

Following the reported transactions, the filing shows the reporting person beneficially owned 25,164 common shares.

When were the performance RSUs originally granted?

The performance-based restricted stock units were granted on August 6, 2022.

What performance level triggered vesting of the RSUs?

The Joint Nomination and Remuneration Committee certified achievement of the performance goals at 60.86%, resulting in vesting.

At what price were the disposed shares sold?

The Form 4 reports the sale of 7,464 shares at a price of $31.97 per share.