Seadrill (NYSE: SDRL) executive details 2025 RSU vesting and share moves

Rhea-AI Filing Summary

Seadrill Ltd executive David T. Mullen, EVP & Chief Commercial Officer, reported equity award activity and share movements. On 12/31/2025, performance-based restricted stock units converted into 11,951 common shares, increasing his direct holdings. That same day, 3,262 common shares were disposed of in a transaction coded "F", reflecting shares withheld or sold at $34.6 per share, typically used to cover tax obligations. After these transactions, he directly owned 37,567 common shares.

On 03/18/2025, the board committee certified free cash flow performance metrics for two performance-based RSU awards at 113.67% for the 2024 measurement period, leading to 4,331 RSUs credited under a 2023 award and 2,668 RSUs under a 2024 award. On 12/31/2025, tranches of 7,620 and 4,331 RSUs vested and were converted into common shares, leaving those specific RSU balances at zero.

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)
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)	40,829	D
Common Shares	12/31/2025		F		3,262	D	$34.6	37,567	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.

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

What insider activity did Seadrill (SDRL) report for its EVP & Chief Commercial Officer?

The EVP & Chief Commercial Officer reported the vesting and conversion of performance-based restricted stock units into common shares, along with a related share disposal on 12/31/2025.

How many Seadrill (SDRL) shares did the executive acquire and dispose of on 12/31/2025?

On 12/31/2025, 11,951 common shares were acquired through RSU conversion, and 3,262 common shares were disposed of in a transaction priced at $34.6 per share.

How many Seadrill (SDRL) shares did the executive own after the reported transactions?

Following the reported 12/31/2025 transactions, the executive directly owned 37,567 common shares of Seadrill Ltd.

What performance metrics affected the Seadrill (SDRL) RSU awards in 2024?

For the 2024 measurement period, the free cash flow performance metrics for the 2023 and 2024 performance-based RSU awards were certified at 113.67% on 03/18/2025.

What RSU awards were granted or earned by the Seadrill (SDRL) executive in 2023 and 2024?

On 09/25/2023, the executive received a grant of 28,578 performance-based RSUs, and on 04/17/2024, a grant of 17,607 performance-based RSUs, each tied to total shareholder return and annual free cash flow metrics.

What RSU tranches vested for the Seadrill (SDRL) executive on 12/31/2025?

On 12/31/2025, 7,620 RSUs related to the 2023 Award FCF Metric 2023 measurement period and 4,331 RSUs related to the 2023 Award FCF Metric 2024 measurement period vested and were converted into common shares.