Seadrill (SDRL) CFO discloses RSU vesting, FCF metric at 113.67%

Rhea-AI Filing Summary

Seadrill Ltd's Executive Vice President & CFO reported performance-based equity transactions and resulting common share ownership. On March 18, 2025, the executive received performance-based restricted stock units (RSUs), including 5,449 RSUs tied to a 2023 free cash flow metric and 4,105 RSUs tied to a 2024 free cash flow metric. 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%.

On December 31, 2025, 15,037 common shares were acquired upon RSU vesting (code M), and 4,847 shares were disposed of (code F) at $ 34.6 per share, typically indicating shares withheld to cover taxes. After these transactions, the executive directly owned 46,162 Seadrill common 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^*

Creed Grant R

(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)
	Executive Vice President & CFO

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		15,037	A	(1)(5)(6)	51,009	D
Common Shares	12/31/2025		F		4,847	D	$34.6	46,162	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		5,449		(2)(3)	(2)(3)	Common Shares	5,449	(1)(2)(3)	5,449	D
Restricted Stock Units	(1)	03/18/2025		A		4,105		(4)	(4)	Common Shares	4,105	(1)(4)	4,105	D
Restricted Stock Units	(1)	12/31/2025		M			9,588	(5)	(5)	Common Shares	9,588	(1)(5)	0	D
Restricted Stock Units	(1)	12/31/2025		M			5,449	(6)	(6)	Common Shares	5,449	(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 35,958 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 27,088 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 Ltd (SDRL) report in this Form 4?

The filing reports equity transactions by Seadrill Ltd's Executive Vice President & CFO, including vesting of performance-based restricted stock units and related movements in common share ownership.

How many Seadrill (SDRL) shares vested for the CFO on December 31, 2025?

On December 31, 2025, 15,037 Seadrill common shares were acquired by the CFO upon the vesting of restricted stock units, reported with transaction code M.

How many Seadrill (SDRL) shares did the CFO dispose of and at what price?

The CFO disposed of 4,847 Seadrill common shares with transaction code F at a price of $ 34.6 per share, which typically reflects shares withheld to satisfy tax obligations.

What is the CFO’s Seadrill (SDRL) share ownership after these transactions?

Following the reported transactions, the Executive Vice President & CFO beneficially owned 46,162 Seadrill common shares, held in direct ownership form.

What performance-based RSU awards are described for Seadrill's CFO?

The filing describes a 35,958 unit performance-based RSU grant from September 25, 2023 and a 27,088 unit performance-based RSU grant from April 17, 2024, each giving a contingent right to receive one common share per RSU.

Which performance metrics determined Seadrill (SDRL) RSU vesting for the CFO?

For both the 2023 and 2024 awards, 60% of RSUs were tied to total shareholder return metrics and 40% to an annual free cash flow performance metric, with the Committee certifying the relevant free cash flow metrics at 113.67% for the 2024 measurement period.

How many RSUs tied to Seadrill’s 2023 free cash flow metric vested for the CFO?

The filing states that 9,588 restricted stock units relating to the 2023 Measurement Period and subject to the 2023 Award FCF Metric vested on December 31, 2025, and a further 5,449 such units relating to the 2024 Measurement Period also vested on that date.