Was Catherine Hughes’ 397-share disposition in Valaris stock an open-market sale?

The 397-share disposition was not an open-market sale. These shares were withheld upon settlement or vesting to satisfy tax withholding obligations, with Valaris paying the tax amount in cash to the appropriate taxing authority, a standard non-market tax-settlement mechanism.

Valaris (VAL) director Catherine Hughes reports RSU grant and tax-share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Valaris Ltd director Catherine Hughes reported routine equity compensation and related tax withholding. She received 2,493 restricted stock units as her annual equity retainer, which will vest in full on the earlier of the first anniversary of the grant date or the next annual meeting of shareholders. To cover taxes from settlement or vesting, 397 common shares were withheld, with the issuer paying the tax in cash to the authorities. After these transactions, Hughes directly holds 15,845 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hughes Catherine

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	2,493	$0.00	--
Tax Withholding	Common Shares	397	$88.98	$35K

Holdings After Transaction: Common Shares — 15,845 shares (Direct, null)

Footnotes (1)

Consists of 2,493 restricted stock units, representing the recipient's annual equity retainer, which will vest in full on the earlier of the first anniversary of the date of grant or the next annual meeting of the Company's shareholders. These shares were withheld upon settlement or vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such settlement or vesting, which will be paid by the issuer to the appropriate taxing authority in cash.

Key Figures

RSU grant: 2,493 units Shares withheld for taxes: 397 shares Tax-withholding reference price: $88.98 per share +2 more

5 metrics

RSU grant 2,493 units Annual equity retainer for director

Shares withheld for taxes 397 shares Tax withholding upon settlement or vesting

Tax-withholding reference price $88.98 per share Price applied to 397 withheld shares

Shares held after transactions 15,845 shares Common shares directly held post-Form 4

Equity grant price $0.00 per unit Compensation grant of 2,493 RSUs

Key Terms

restricted stock units, annual equity retainer, tax withholding obligations, settlement or vesting

4 terms

restricted stock units financial

"Consists of 2,493 restricted stock units, representing the recipient's annual equity retainer..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

annual equity retainer financial

"Consists of 2,493 restricted stock units, representing the recipient's annual equity retainer..."

tax withholding obligations financial

"These shares were withheld upon settlement or vesting to enable the reporting person to satisfy tax withholding obligations..."

settlement or vesting financial

"These shares were withheld upon settlement or vesting to enable the reporting person to satisfy tax withholding obligations..."

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Form 4 Insider Transactions: What Each Field Means →

06/12/2026 - 04:25 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hughes Catherine

(Last)

(First)

(Middle)

C/O CLARENDON HOUSE

2 CHURCH STREET

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

BERMUDA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Valaris Ltd [ VAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/10/2026		A		2,493⁽¹⁾	A	$0	15,845	D
Common Shares	06/10/2026		F		397⁽²⁾	D	$88.98	15,448	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of 2,493 restricted stock units, representing the recipient's annual equity retainer, which will vest in full on the earlier of the first anniversary of the date of grant or the next annual meeting of the Company's shareholders.

2. These shares were withheld upon settlement or vesting to enable the reporting person to satisfy tax withholding obligations that arose upon such settlement or vesting, which will be paid by the issuer to the appropriate taxing authority in cash.

Remarks:

	/s/ Andrew Campbell, power-of-attorney	06/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Valaris (VAL) director Catherine Hughes report?

Catherine Hughes reported receiving 2,493 restricted stock units as an equity award and a related tax-withholding disposition of 397 common shares. These actions reflect routine director compensation and tax settlement, not open-market buying or selling of Valaris shares.

How many Valaris (VAL) shares does Catherine Hughes hold after this Form 4?

After the reported transactions, Catherine Hughes directly holds 15,845 Valaris common shares. This figure includes the impact of both the 2,493 restricted stock units granted and the 397 shares withheld to satisfy tax obligations upon settlement or vesting.

What is the nature of the 2,493 restricted stock units granted to Catherine Hughes at Valaris?

The 2,493 restricted stock units represent Catherine Hughes’ annual equity retainer as a Valaris director. According to the filing, these RSUs will vest in full on the earlier of the first anniversary of the grant date or the next annual meeting of the company’s shareholders.

What transaction prices are disclosed in Catherine Hughes’ Valaris Form 4?

The tax-withholding disposition of 397 common shares is reported at a price of $88.98 per share. The 2,493 restricted stock units granted to Catherine Hughes are listed at a transaction price of $0.00 per unit, reflecting a compensation grant rather than a purchase.