Seadrill (SDRL) officer details performance RSUs, 35,428 shares owned

Rhea-AI Filing Summary

Seadrill Ltd executive reports restricted stock activity and share settlement. An officer of Seadrill Ltd, serving as EVP & Chief Technology & Sustainability Officer, reported equity award vesting and related share transactions dated 12/31/2025, with the earliest related performance certification on 03/18/2025. The officer acquired 11,951 common shares through the settlement of previously granted restricted stock units, then had 3,560 shares disposed of at a price of $34.6 per share, reflecting shares withheld to cover obligations. Following these transactions, the officer directly beneficially owned 35,428 common shares.

The filing also details performance-based restricted stock units granted on 09/25/2023 (28,578 units) and 04/17/2024 (17,607 units), which convert into common shares on a one-for-one basis. Portions of these awards are tied to total shareholder return metrics, while 40% are linked to annual free cash flow performance. The committee certified achievement of the free cash flow performance metrics for the 2024 measurement period at 113.67%, supporting the vesting of certain units relating to the 2023 and 2024 measurement periods.

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^*

Sauer-Petersen Torsten

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2025

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	12/31/2025		M		11,951	A	(1)(5)(6)	38,988	D
Common Shares	12/31/2025		F		3,560	D	$34.6	35,428	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)	03/18/2025		A		4,331		(2)(3)	(2)(3)	Common Shares	4,331	(1)(2)(3)	4,331	D
Restricted Stock Units	(1)	03/18/2025		A		2,668		(4)	(4)	Common Shares	2,668	(1)(4)	2,668	D
Restricted Stock Units	(1)	12/31/2025		M			7,620	(5)	(5)	Common Shares	7,620	(1)(5)	0	D
Restricted Stock Units	(1)	12/31/2025		M			4,331	(6)	(6)	Common Shares	4,331	(1)(6)	0	D

Explanation of Responses:

1. Restricted stock units convert into common shares, par value $0.01 per share (each, a "Common Share"), of Seadrill Limited (the "Company") on a one-for-one basis.

2. On September 25, 2023, the reporting person was granted 28,578 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2023 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2023, 2024 and 2025 (the annual measurement periods ended December 31, 2023 and 2024, respectively, the "2023 Measurement Period" and the "2024 Measurement Period"). The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2025 and will be settled in cash or Common Shares at the election of the Joint Nomination and Remuneration Committee of the Board of Directors of the Company (the "Committee").

3. (Continued from footnote 2) On March 18, 2025, the Committee certified achievement of the 2023 Award FCF Metric for the 2024 Measurement Period at 113.67%.

4. On April 17, 2024, the reporting person was granted 17,607 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2024 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2024, 2025 and 2026. The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2026 and will be settled in cash or Common Shares at the election of the Committee. On March 18, 2025, the Committee certified achievement of the 2024 Award FCF Metric for the 2024 Measurement Period at 113.67%.

5. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2023 Measurement Period that vested on December 31, 2025.

6. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2024 Measurement Period that vested on December 31, 2025.

Remarks:

EVP & Chief Technology & Sustainability Officer

	/s/ Todd D. Strickler, attorney-in-fact	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Seadrill (SDRL) report in this Form 4?

The Form 4 reports that a Seadrill Ltd officer acquired 11,951 common shares on 12/31/2025 through the settlement of restricted stock units, and had 3,560 shares disposed of at $34.6 per share, reflecting shares withheld in connection with the award.

How many Seadrill (SDRL) shares does the reporting person own after these transactions?

After the reported transactions, the officer directly beneficially owned 35,428 Seadrill common shares.

What performance-based restricted stock units were granted to the Seadrill (SDRL) officer?

The officer was granted 28,578 performance-based restricted stock units on September 25, 2023 and 17,607 performance-based restricted stock units on April 17, 2024, each representing a contingent right to receive one common share.

What performance metrics affect these Seadrill (SDRL) restricted stock units?

For both awards, 60% of the restricted stock units are tied to total shareholder return metrics and 40% are tied to an annual free cash flow performance metric, referred to as the 2023 Award FCF Metric and 2024 Award FCF Metric, measured over specified yearly periods.

What level of performance was certified for Seadrill’s free cash flow metrics?

On March 18, 2025, the committee certified achievement of both the 2023 Award FCF Metric for the 2024 measurement period and the 2024 Award FCF Metric for the 2024 measurement period at 113.67%.

When do these Seadrill (SDRL) performance-based restricted stock units vest?

The 2023 award vests based on earned units subject to the officer’s continued employment through December 31, 2025, while the 2024 award vests based on earned units subject to continued employment through December 31, 2026. Vested units may be settled in cash or common shares at the committee’s election.

What does it mean that the Seadrill (SDRL) restricted stock units convert one-for-one into common shares?

Each restricted stock unit represents the right to receive one Seadrill common share upon vesting and settlement, on a one-for-one basis, subject to the award’s terms and the committee’s choice of cash or share settlement.