What changed in this filing

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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-21 · 93 added, 202 removed, 257 unchanged (53% of the section changed)

Controls and Procedures

Disclosure controls and procedures —Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (1) accumulated and communicated to our management, including our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the U.S.

Securities Exchange Act of 1934 is (1) accumulated and communicated to our management, including our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the U.S.

Securities and Exchange Commission’s rules and forms.

4 unchanged sentences

Other Information

On December 19, 2023 , Keelan Adamson , President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 trading arrangement (as such term is defined under Item 408(a) of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 211,308 shares of Transocean Ltd.

(the “Plan”).

Sales may not commence under the Plan until March 26, 2024 at the earliest and, for certain of the shares, only at specified market prices.

Unless earlier terminated in accordance with the terms and conditions of the Plan, the Plan expires on December 19, 2024 .

As part of Transocean’s continued focus on a succession planning strategy to support the Company’s long-term growth, on February 20, 2024, Transocean announced a transition of the role of Chief Financial Officer from Mr.

Mark Mey to Mr.

Mey will continue to serve as Chief Financial Officer of Transocean until the effective date of Mr.

Vayda’s appointment, which will be determined at a later date and is expected to occur during the second quarter of 2024.

Vayda, age 61, has served as Senior Vice President of Corporate Finance and Treasurer of Transocean since February 2023.

Prior to this role, he served as Vice President, Corporate Finance and Treasurer from August 2015 until February 2023, as Vice President, Investor Relations and Treasurer from July 2014 to August 2015, as Vice President, Investor Relations and Communications from March 2012 to June 2014 and as Vice President, Investor Relations from July 2011 to February 2012.

Vayda initially joined Transocean in August 1995, working with the company until April 2000 in positions that included Director of Corporate Planning and Operational Division Engineer.

Between May 2000 and June 2011, Mr.

Vayda worked primarily in energy-related equity capital markets roles, including at RBC Capital Markets and as Managing Director, Equity Research at Stifel, Nicolaus & Company where, as an equity analyst, he published strategic and financial assessments and opinions on energy and oilfield services and equipment companies.

Earlier in his career, Mr.

Vayda held various leadership positions at Northwest Airlines where he was responsible for managing financial yield in certain markets served by the airline and, separately, determining the company’s fleet asset strategy.

Vayda started his professional career with Booz Allen Hamilton, Management Consultants.

Vayda earned a Masters in Business Administration from The Fuqua School of Business at Duke University, Durham, North Carolina in May 1992, and a Bachelor of Science degree in Engineering from The Catholic University of America at Washington, D.C.

The future appointment of Mr.

Vayda is not pursuant to any agreement between him and any other person.

There is no family relationship between Mr.

Vayda and any director or executive officer of Transocean, and there are no transactions between Mr.

Vayda and Transocean that are required to be reported under Item 404(a) of Regulation S-K.

At this time, there are no changes to Mr.

Vayda’s compensation arrangements with Transocean, and if any such changes are made in connection with his future appointment to the position of Chief Financial Officer, Transocean will describe such changes in a future current or periodic report, as applicable.

During the three months ended December 31, 2024, no director or officer of Transocean adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

6 unchanged sentences

The information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to our definitive proxy statement for our 2025 annual general meeting of shareholders, which will be filed with the U.S.

Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days of December 31, 2023.

Certain information with respect to our executive officers is set forth at the end of Part I of this annual report under the caption “ Information About our Executive Officers .”

Securities and Exchange Commission pursuant to Regulation 14A under the U.S.

Securities Exchange Act of 1934 within 120 days of December 31, 2024.

Certain information with respect to our executive officers is set forth in Part I of this annual report under the caption “ Executive Leadership.

Exhibits and Financial Statement Schedules

37 unchanged sentences

Exhibit 3.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on September 14, 2023

Organizational Regulations of Transocean Ltd., amended effective as of May 12, 2023

001-38373) filed on June 28, 2024

Organizational Regulations of Transocean Ltd., amended effective as of August 15, 2024

Exhibit 3.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on May 16, 2023

001-38373) filed on August 20, 2024

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Filed herewith

Indenture, dated as of February 26, 2021, by and among Transocean Inc., the guarantors and Wells Fargo Bank, National Association

Indenture, dated as of February 26, 2021, by and among Transocean International Limited, the guarantors and Wells Fargo Bank, National Association

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on February 26, 2021

Credit Agreement, dated June 22, 2018, among Transocean Inc., the lenders parties thereto and Citibank, N.A., as administrative agent and collateral agent

Credit Agreement, dated June 22, 2018, among Transocean International Limited, the lenders parties thereto and Citibank, N.A., as administrative agent and collateral agent

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

000-53533) filed on June 27, 2018

Increase of Commitments and First Amendment to Credit Agreement, dated May 13, 2019, among Transocean Inc., the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

Increase of Commitments and First Amendment to Credit Agreement, dated May 13, 2019, among Transocean International Limited, the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

and certain of its subsidiaries

1 unchanged sentence

001-38373) filed on May 13, 2019

Increase of Commitments, Second Amendment to Credit Agreement and First Amendment to Guaranties, dated July 15, 2019, among Transocean Inc., the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

Increase of Commitments, Second Amendment to Credit Agreement and First Amendment to Guaranties, dated July 15, 2019, among Transocean International Limited, the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

and certain of its subsidiaries

1 unchanged sentence

001-38373) filed on July 15, 2019

Curative Agreement, dated September 24, 2019, between Transocean Inc.

and Citibank, N.A., as administrative agent for the lenders under the Credit Agreement dated June 22, 2018, as amended

Curative Agreement, dated September 24, 2019, between Transocean International Limited and Citibank, N.A., as administrative agent for the lenders under the Credit Agreement dated June 22, 2018, as amended

Exhibit 10.2 to Transocean Ltd.’ s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended September 30, 2019

Increase of Commitments and Third Amendment to Credit Agreement, dated December 23, 2019, among Transocean Inc., the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

Increase of Commitments and Third Amendment to Credit Agreement, dated December 23, 2019, among Transocean International Limited, the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

and certain of its subsidiaries

Exhibit 4.6 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) filed on February 18, 2020

Fourth Amendment to Credit Agreement, dated November 30, 2020, among Transocean Inc., the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, certain of Transocean Inc.’s subsidiaries

001-38373) for the year ended December 31, 2019

Fourth Amendment to Credit Agreement, dated November 30, 2020, among Transocean International Limited, the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, certain of Transocean International Limited’s subsidiaries

Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on December 1, 2020

Fifth Amendment to Credit Agreement, dated July 27, 2022, among Transocean Inc., the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

and certain of Transocean Inc.’s subsidiaries

Fifth Amendment to Credit Agreement, dated July 27, 2022, among Transocean International Limited, the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

and certain of Transocean International Limited’s subsidiaries

Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on August 1, 2022

Sixth Amendment to Credit Agreement, dated April 18, 2024, among Transocean International Limited, the lenders parties thereto, Citibank, N.A.

as administrative agent and collateral agent, and for the limited purposes set forth therein, Transocean Ltd.

and certain of Transocean International Limited’s subsidiaries

Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on April 18, 2024

Indenture, dated as of April 15, 1997, between Transocean Offshore Inc.

11 unchanged sentences

333-59001-99) filed on June 29, 1999

Fifth Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee

Fifth Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean International Limited and The Bank of New York Mellon Trust Company, N.A., as trustee

Exhibit 4.4 to Transocean Ltd.’s Current Report on Form 8 - K (Commission File No.

11 unchanged sentences

Exhibit 4.14 to Transocean Sedco Forex Inc.’s Annual Report on Form 10-K (Commission File No.

333-75899) for the fiscal year ended December 31, 2001

333-75899) for the year ended December 31, 2001

Indenture, dated as of September 1, 1997, between Global Marine Inc.

10 unchanged sentences

001-14634) for the year ended December 31, 2004

Third Supplemental Indenture, dated as of July 29, 2019, among Global Marine Inc, Transocean Inc.

and Wilmington Trust Company, as trustee, relating to Debt Securities of Global Marine Inc.

Third Supplemental Indenture, dated as of July 29, 2019, among Global Marine Inc, Transocean International Limited and Wilmington Trust Company, as trustee, relating to Debt Securities of Global Marine Inc.

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

6 unchanged sentences

001-05471) filed on May 22, 1998

Indenture, dated as of December 11, 2007, between Transocean Inc.

and Wells Fargo Bank, National Association

Exhibit 4.36 to Transocean Inc.’s Annual Report on Form 10-K (Commission File No.

Indenture, dated as of December 11, 2007, between Transocean International Limited and Wells Fargo Bank, National Association

Exhibit 4.36 to Transocean International Limited’s Annual Report on Form 10-K (Commission File No.

333-75899) for the year ended December 31, 2007

First Supplemental Indenture, dated as of December 11, 2007, between Transocean Inc.

and Wells Fargo Bank, National Association

Exhibit 4.37 to Transocean Inc.’s Annual Report on Form 10-K (Commission File No.

First Supplemental Indenture, dated as of December 11, 2007, between Transocean International Limited and Wells Fargo Bank, National Association

Exhibit 4.37 to Transocean International Limited’s Annual Report on Form 10-K (Commission File No.

333-75899) for the year ended December 31, 2007

Third Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean Inc.

and Wells Fargo Bank, National Association, as trustee

Third Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean International Limited and Wells Fargo Bank, National Association, as trustee

Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

333-75899) filed on December 19, 2008

Fourth Supplemental Indenture, dated as of September 21, 2010, among Transocean Ltd., Transocean Inc.

and Wells Fargo Bank, National Association, as trustee

Fourth Supplemental Indenture, dated as of September 21, 2010, among Transocean Ltd., Transocean International Limited and Wells Fargo Bank, National Association, as trustee

Exhibit 4.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

000-53533) for the quarter ended September 30, 2010

Fifth Supplemental Indenture, dated as of December 5, 2011, among Transocean Ltd., Transocean Inc.

and Wells Fargo Bank, National Association, as trustee

Fifth Supplemental Indenture, dated as of December 5, 2011, among Transocean Ltd., Transocean International Limited and Wells Fargo Bank, National Association, as trustee

Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

000-53533) filed on December 5, 2011

Sixth Supplemental Indenture, dated as of September 13, 2012, among Transocean Inc., Transocean Ltd.

Sixth Supplemental Indenture, dated as of September 13, 2012, among Transocean International Limited, Transocean Ltd.

and Wells Fargo Bank, National Association, as trustee

1 unchanged sentence

000-53533) filed on September 13, 2012

Indenture, dated as of October 17, 2017, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

000-53533) filed on October 17, 2017

Registration Rights Agreement, dated as of January 30, 2018, among Transocean Ltd., Transocean Inc., and the security holders named therein

Registration Rights Agreement, dated as of January 30, 2018, among Transocean Ltd., Transocean International Limited, and the security holders named therein

Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

000-53533) filed on January 30, 2018

Amendment to Registration Rights Agreement, dated as of August 14, 2020, by and among Transocean Ltd., Transocean Inc.

and Perestroika (Cyprus) Ltd.

Amendment to Registration Rights Agreement, dated as of August 14, 2020, by and among Transocean Ltd., Transocean International Limited and Perestroika (Cyprus) Ltd.

Exhibit 4.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on August 14, 2020

Indenture, dated October 25, 2018, among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Exhibit 4.32 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) filed on February 19, 2019

Indenture, dated February 1, 2019, by and among Transocean Poseidon Limited, the Guarantors and Wells Fargo Bank, National Association, as trustee and collateral agent

1 unchanged sentence

001-38373) filed on February 1, 2019

Indenture, dated January 17, 2020, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association

Indenture, dated January 17, 2020, by and among Transocean International Limited, the guarantors party thereto and Wells Fargo Bank, National Association

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on January 17, 2020

Indenture, dated as of September 11, 2020, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on September 11, 2020

Supplemental Indenture, dated November 30, 2020, by and among Transocean Inc., Transocean Ltd., certain of Transocean Inc.’s subsidiaries, and Wells Fargo Bank, National Association, as trustee, supplementing the Indenture dated as of September 11, 2020

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on December 1, 2020

Indenture, dated as of September 30, 2022, by and among Transocean Inc., the Guarantors and Truist Bank, as trustee

Indenture, dated as of September 30, 2022, by and among Transocean International Limited, the Guarantors and Truist Bank, as trustee

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on September 30, 2022

Warrant Agreement, dated as of September 30, 2022, by and among Transocean Inc., Transocean Ltd.

Warrant Agreement, dated as of September 30, 2022, by and among Transocean International Limited, Transocean Ltd.

and Computershare Inc.

5 unchanged sentences

001-38373) filed on January 17, 2023

Indenture, dated as of January 31, 2023, among Transocean Inc., the Guarantors named therein and Truist Bank, as trustee and collateral agent

First Supplemental Indenture, dated as of May 8, 2024, among Transocean Titan Financing Limited, the Guarantors and Truist Bank, as trustee and collateral agent

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-138373) filed on May 8, 2024

Indenture, dated as of January 31, 2023, among Transocean International Limited, the Guarantors named therein and Truist Bank, as trustee and collateral agent

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on January 31, 2023

First Supplemental Indenture, dated as of January 26, 2024, by and among Transocean Inc., the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of January 31, 2023

Filed herewith

First Supplemental Indenture, dated as of January 26, 2024, by and among Transocean International Limited, the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of January 31, 2023

Exhibit 4.16.1 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) for the year ended December 31, 2023

Second Supplemental Indenture, dated as of May 30, 2024, by and among Transocean International Limited, the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of January 31, 2023

Exhibit 4.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended June 30, 2024

Indenture, dated as of October 11, 2023, among Transocean Aquila Limited, the Guarantors and Truist Bank, as trustee and collateral agent

1 unchanged sentence

001-38373) filed on October 11, 2023

First Supplemental Indenture, dated as of March 18, 2024, by and among Transocean Aquila Limited, the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of October 11, 2023

Exhibit 4.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended March 31, 2024

Indenture, dated as of April 18, 2024, by and among Transocean International Limited, the Guarantors and Truist Bank, as trustee.

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on April 18, 2024

Registration Rights Agreement dated June 28, 2024 by and among the Company and Hayfin

Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on June 28, 2024

Shipyard Credit Agreement for Deepwater Atlas , dated as of June 5, 2021, by and between Jurong Shipyard Pte.

1 unchanged sentence

Exhibit 10.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended June 30, 2021 filed on August 3, 2021

001-38373) for the quarter ended June 30, 2021

Shipyard Credit Agreement for Deepwater Titan , dated as of June 5, 2021, by and between Jurong Shipyard Pte.

1 unchanged sentence

Exhibit 10.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended June 30, 2021 filed on August 3, 2021

001-38373) for the quarter ended June 30, 2021

Amended and Restated 2015 Transocean Ltd.

2 unchanged sentences

001-38373) filed on May 22, 2024

Long-Term Incentive Plan of Transocean Ltd.

(as amended and restated as of February 12, 2009)

Exhibit 10.5 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2008

First Amendment to Long-Term Incentive Plan of Transocean Ltd.

(as amended and restated as of February 12, 2009)

Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

000-53533) filed on May 22, 2013

Deferred Compensation Plan of Transocean Offshore Inc., as amended and restated effective January 1, 2000

Exhibit 10.10 to Transocean Sedco Forex Inc.’s Annual Report on Form 10-K (Commission File No.

333-75899) for the year ended December 31, 1999

GlobalSantaFe Corporation Key Employee Deferred Compensation Plan effective January 1, 2001 and Amendment to GlobalSantaFe Corporation Key Employee Deferred Compensation Plan effective November 20, 2001

Exhibit 10.33 to the GlobalSantaFe Corporation Annual Report on Form 10-K (Commission File No.

001-14634) for the year ended December 31, 2004

Amendment to Transocean Inc.

Deferred Compensation Plan

Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission File No.

333-75899) filed on December 29, 2005

Form of 2004 Performance Based Nonqualified Share Option Award Letter

Exhibit 10.2 to Transocean Inc.’s Current Report on Form 8-K (Commission File No.

333-75899) filed on February 15, 2005

Form of 2008 Director Deferred Unit Award

Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2008

Form of 2009 Director Deferred Unit Award

Exhibit 10.19 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2009

Terms and Conditions of 2013 Director Deferred Unit Award

7 unchanged sentences

000-53533) for the year ended December 31, 2015

Terms and Conditions of 2014 Executive Equity Award

Exhibit 10.19 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2015

Terms and Conditions of 2015 Executive Equity Award

Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2015

Terms and Conditions of the July 2008 Nonqualified Share Option Award

Exhibit 10.2 to Transocean Inc.’s Quarterly Report on Form 10-Q (Commission File No.

333-75899) for the quarter ended June 30, 2008

Terms and Conditions of the February 2009 Nonqualified Share Option Award

Exhibit 10.30 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000 53533) for the year ended December 31, 2008

Terms and Conditions of the February 2012 Long Term Incentive Plan Award

Exhibit 10.28 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2011

Form of Novation Agreement dated as of November 27, 2007 by and among GlobalSantaFe Corporation, Transocean Offshore Deepwater Drilling Inc.

and certain executives

Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission File No.

333-75899) filed on December 3, 2007

Global Marine Inc.

1990 Non-Employee Director Stock Option Plan

Exhibit 10.18 of Global Marine Inc.’s Annual Report on Form 10-K (Commission File No.

001-05471) for the year ended December 31, 1991

First Amendment to Global Marine Inc.

1990 Non-Employee Director Stock Option Plan

Exhibit 10.1 of Global Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No.

001-05471) for the quarter ended June 30, 1995

Second Amendment to Global Marine Inc.

1990 Non-Employee Director Stock Option Plan

Exhibit 10.37 of Global Marine Inc.’s Annual Report on Form 10-K (Commission File No.

001-05471) for the year ended December 31, 1996

1997 Long-Term Incentive Plan

GlobalSantaFe Corporation’s Registration Statement on Form S-8 (No.

333-7070) filed June 13, 1997

Amendment to 1997 Long Term Incentive Compensation Plan

Exhibit 10.25 of GlobalSantaFe Corporation’s Annual Report on Form 20-F (Commission File No.

001-14634) for the year ended December 31, 1998

Amendment to 1997 Long Term Incentive Plan, dated December 1, 1999

Exhibit 10.33 of GlobalSantaFe Corporation’s Annual Report on Form 20-F (Commission File No.

001-14634) for the year ended December 31, 1999

GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan

Exhibit 10.1 of Global Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No.

001-05471) for the quarter ended March 31, 1998

First Amendment to GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan

Exhibit 10.2 of Global Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No.

001-05471) for the quarter ended June 30, 2000

GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and Incentive Plan

Exhibit 4.8 of GlobalSantaFe Corporation’s Registration Statement on Form S-8 (No.

333-73878) filed on November 21, 2001

GlobalSantaFe Corporation 2001 Long-Term Incentive Plan

Exhibit A to GlobalSantaFe Corporation’s definitive proxy statement (Commission File No.

001 - 1 4634) filed on March 21, 2001

GlobalSantaFe 2003 Long-Term Incentive Plan (as Amended and Restated Effective June 7, 2005)

Exhibit 10.4 to GlobalSantaFe Corporation’s Quarterly Report on Form 10-Q (Commission File No.

001-14634) for the quarter ended June 30, 2005

Transocean Ltd.

3 unchanged sentences

Transocean U.S.

Supplemental Retirement Benefit Plan, as amended and restated, effective as of November 27, 2007

Exhibit 10.11 to Transocean Inc.’s Current Report on Form 8-K (Commission File No.

333-75899) filed on December 3, 2007

GlobalSantaFe Corporation Supplemental Executive Retirement Plan

Exhibit 10.1 to the GlobalSantaFe Corporation Quarterly Report on Form 10-Q (Commission File No.

001-14634) for the quarter ended September 30, 2002

Transocean U.S.

Supplemental Savings Plan, as amended and restated, effective as of January 1, 2009

3 unchanged sentences

and each of its Directors and Executive Officers

Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission File No.

Exhibit 10.1 to Transocean International Limited’s Current Report on Form 8-K (Commission File No.

333-75899) filed on October 10, 2008

Form of Assignment Memorandum for Executive Officers

Exhibit 10.6 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

000 53533) filed on December 19, 2008

Drilling Contract between Vastar Resources, Inc.

and R&B Falcon Drilling Co.

dated December 9, 1998 with respect to Deepwater Horizon , as amended

Exhibit 10.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

000-53533) for the quarter ended June 30, 2010

Amended and Restated Executive Severance Benefit Policy

1 unchanged sentence

000-53533) filed on November 22, 2023

Term Sheet Agreement for a Transocean and PSC/DHEPDS Settlement, dated May 20, 2015, among Triton Asset Leasing GmbH, Transocean Deepwater Inc., Transocean Offshore Deepwater Drilling Inc., Transocean Holdings LLC, the Plaintiffs Steering Committee in MDL 2179, and the Deepwater Horizon Economic and Property Damages Settlement Class

Exhibit 10.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

000-53533) for the quarter ended June 30, 2015

Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify, dated May 20, 2015, among Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset Leasing GmbH, BP Exploration and Production Inc.

and BP America Production Co.

Exhibit 10.6 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

000-53533) for the quarter ended June 30, 2015

Transocean Punitive Damages and Assigned Claims Settlement Agreement, dated May 29, 2015, among Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset Leasing GmbH, the Plaintiffs Steering Committee in MDL 2179, and the Deepwater Horizon Economic and Property Damages Settlement Class

Exhibit 10.7 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

000-53533) for the quarter ended June 30, 2015

Employment Agreement with Jeremy D.

9 unchanged sentences

001-38373) for the year ended December 31, 2020

Terms and Conditions of 2020 Executive Equity Awards

Exhibit 10.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended June 30, 2020

Terms and Conditions of 2020 Director Restricted Share Unit Award

3 unchanged sentences

Exhibit 10.52 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) for the year ended December 31, 2022 filed on February 23, 2023

001-38373) for the year ended December 31, 2021

Terms and Conditions of 2023 Executive Equity Awards

Exhibit 10.50 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) for the year ended December 31, 2022

Employment Agreement with Keelan Adamson effective February 16, 2022

1 unchanged sentence

001-38373) filed on February 17, 2022

Terms and Conditions of 2024 Executive Equity Awards

Exhibit 10.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended March 31, 2024

Terms and Conditions of 2024 Executive Management Team Equity Awards

Exhibit 10.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended March 31, 2024

Employment Agreement with Mr.

Thad Vayda dated May 20, 2024

Exhibit 10.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission No.

001-38373) filed on May 22, 2024

Transocean Ltd.

Insider Trading Policy

Filed herewith

Subsidiaries of Transocean Ltd.

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Furnished herewith

Transocean Ltd Executive Officer Incentive-Based Compensation Recoupment Policy

Filed herewith

Transocean Ltd.

Executive Officer Incentive-Based Compensation Recoupment Policy

Exhibit 97 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) for the year ended December 31, 2023

Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language:

12 unchanged sentences

Certain instruments relating to our long-term debt and our subsidiaries have not been filed as exhibits since the total amount of securities authorized under any such instrument does not exceed 10 percent of our total assets and our subsidiaries on a consolidated basis.

We agree to furnish a copy of each such instrument to the SEC upon request.

We agree to furnish a copy of each such instrument to the U.S.

Securities and Exchange Commission upon request.

Certain agreements filed as exhibits to this Report may contain representations and warranties by the parties to such agreements.

These representations and warranties have been made solely for the benefit of the parties to such agreements and (1) may be intended not

as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (2) may have been qualified by certain disclosures that were made to other parties in connection with the negotiation of such agreements, which disclosures are not reflected in such agreements, and (3) may apply standards of materiality in a way that is different from what may be viewed as material to investors.

These representations and warranties have been made solely for the benefit of the parties to such agreements and (1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (2) may have been qualified by certain disclosures that were made to other parties in connection with the negotiation of such agreements, which disclosures are not reflected in such agreements, and (3) may apply standards of materiality in a way that is different from what may be viewed as material to investors.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned;

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TRANSOCEAN LTD.

/s/ Robert Thaddeus Vayda

Robert Thaddeus Vayda

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ David Tonnel

/s/ Jason Pack

Senior Vice President and Chief Accounting Officer

5 unchanged sentences

(Principal Executive Officer)

/s/ Robert Thaddeus Vayda

Executive Vice President and

Chief Financial Officer

Robert Thaddeus Vayda

(Principal Financial Officer)

/s/ David Tonnel

/s/ Jason Pack

Senior Vice President and

3 unchanged sentences

Margareth Øvrum

/s/ David Tonnel

/s/ Jason Pack

(Attorney - in - Fact)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures