[8-K] Valaris Limited Reports Material Event

Rhea-AI Filing Summary

Form 4 overview – Perma-Pipe International Holdings (PPIH)

• Insider: President & CEO David J. Mansfield
• Transaction date: 22-Jul-2025
• Code “F” – issuer withheld shares to satisfy tax on restricted-stock vesting (not an open-market sale)
• Shares disposed: 9,181 common at $23.51
• Post-transaction direct ownership: 277,294 shares

No derivative transactions were reported. The disposal is administrative, reduces the insider’s stake by ~3%, and leaves him with a sizeable holding that maintains shareholder alignment. Market impact is expected to be minimal.

Positive

• CEO retains 277,294 shares, demonstrating continued equity commitment.
• Use of transaction code F shows the move was purely for tax withholding, not bearish selling.

Negative

• Disposition of 9,181 shares slightly reduces insider ownership.
• Execution price of $23.51 may serve as an informal near-term valuation reference.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; negligible impact on valuation.

The “F” code confirms the company withheld 9,181 shares to cover Mansfield’s tax liability from restricted-stock vesting, rather than a discretionary sale. This represents a small fraction of his position, leaving 277,294 shares outstanding under direct ownership. Because no cash was taken out of the market and the insider’s stake remains significant, the signal is neutral for both governance and stock valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

Valaris Limited

(Exact name of registrant as specified in its charter)

Bermuda

001-08097

98-1589854

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Claredon House, 2 Church Street

Hamilton, Bermuda, HM 11

Registrant’s telephone number, including area code: 44 (0) 20 7659 4660

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Ticker Symbol(s)

Name of each exchange on which registered

Common Shares, $0.01 par value share

VAL

New York Stock Exchange

Warrants to purchase Common Shares

VAL WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

TABLE OF CONTENTS

INFORMATION TO BE INCLUDED IN THE REPORT			2
Item 7.01 Regulation FD Disclosure			2
Item 9.01 Financial Statements and Exhibits			3
SIGNATURE			4

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.01 Regulation FD Disclosure

The Fleet Status Report of the Company as of July 24, 2025 is furnished as Exhibit 99.1 to this report.

The information furnished in this Item 7.01 and the information attached to this Form 8-K as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

Item 9.01 Financial Statements and Exhibits

    (d) Exhibits

Exhibit No.						Description
99.1						Fleet Status Report of Valaris Limited as of July 24, 2025
101						Interactive data files pursuant to Rule 405 of Regulation S-T formatted in inline Extensible Business Reporting Language
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

3

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Valaris Limited
July 24, 2025						/s/ CHRISTOPHER T. WEBER
						Christopher T. Weber Senior Vice President and Chief Financial Officer

4

FAQ

How many PPIH shares did the CEO dispose of on 22-Jul-2025?

David J. Mansfield had 9,181 shares withheld at $23.51 to cover taxes.

What is the transaction code "F" in PPIH's Form 4?

Code F indicates shares were withheld by the issuer to pay tax obligations on vested equity, not sold on the open market.

How many PPIH shares does the CEO own after the transaction?

Following the withholding, Mansfield directly owns 277,294 common shares.

Were any derivative securities involved in this Form 4 filing?

No derivative securities were acquired or disposed of; only common stock was affected.

Is this Form 4 likely to impact PPIH's stock price?

Given the routine, tax-related nature of the transaction and small relative size, material market impact is unlikely.