What changed in this filing

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Item 1. Business

2026-02-23 compared with 2025-02-18 · 104 added, 126 removed, 206 unchanged (53% of the section changed)

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(together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the “Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells.

As of February 11, 2025, we owned or had partial ownership interests in and operated 34 mobile offshore drilling units, consisting of 26 ultra-deepwater floaters and eight harsh environment floaters.

As of February 17, 2026, we owned or had partial ownership interests in and operated 27 mobile offshore drilling units, consisting of 20 ultra-deepwater drillships and seven harsh environment semisubmersibles.

We provide, as our primary business, contract drilling services in a single operating segment, which involves contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells.

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Our telephone number at that address is +41 41 749-0500.

Our shares are listed on the New York Stock Exchange under the ticker symbol “RIG.” For information about the revenues, operating income, assets and other information related to our business and the geographic areas in which we operate, see “ Part II.

Our shares are listed on the New York Stock Exchange under the ticker symbol “RIG.”

On February 9, 2026, we and Valaris entered into a Business Combination Agreement (the "Agreement") providing for the Business Combination.

Pursuant to the Agreement, and on the terms and subject to the conditions thereof, we will acquire all of the issued and outstanding common shares, par value $0.01 each, of Valaris (the “Valaris Shares”) in exchange for Transocean Ltd.

shares, par value $0.10 each, at an exchange ratio of 15.235 Transocean Ltd.

shares for each Valaris Share.

For information about the revenues, operating income, assets and other information related to our business, our agreement to acquire of Valaris, and the geographic areas in which we operate, see “ Part II.

Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and “Part II.

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Our drilling units and related equipment are suitable for both exploration and development, and we engage in both types of activities.

Drillships are floating vessels that are shaped like conventional ships, generally self-propelled and considered to be the most mobile of the major rig types.

Our fleet of floaters consists of ultra-deepwater drillships and harsh environment semisubmersibles that are designed with high-specification capabilities to operate in the technically demanding regions of the global offshore drilling business.

Ultra-deepwater floaters are equipped with high-pressure mud pumps and are capable of drilling in water depths of 4,500 feet or greater.

Harsh environment floaters are capable of drilling in harsh environments in water depths between 1,500 and 10,000 feet and typically have greater displacement than other semisubmersibles, which offers larger variable load capacity, more useable deck space and better motion characteristics.

Drillship features —Drillships are floating vessels that are shaped like conventional ships, generally self-propelled and considered to be the most mobile of the major rig types.

Drillships typically have greater deck load and storage capacity than semisubmersible rigs, which provides logistical and resupply efficiency benefits for customers.

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All of our high-specification drillships are equipped with dynamic positioning thruster systems, which allows them to maintain position without anchors through the use of onboard propulsion and station-keeping systems.

We have two ultra-deepwater drillships that are equipped with an industry-leading, 1,700 short ton hoisting capacity.

We have 23 ultra-deepwater drillships that are equipped with our patented dual-activity technology.

Dual-activity technology employs structures, equipment and techniques using two drilling stations within a dual derrick to allow these drillships to perform simultaneous drilling tasks in a parallel, rather than a sequential manner, which reduces critical path activity and improves efficiency in both exploration and development drilling.

Semisubmersibles are floating vessels that can be partially submerged by means of a water ballast system such that the lower column sections and pontoons are below the water surface during drilling operations.

We have two drillships that are equipped with an industry-leading, 1,700 short ton hoisting capacity.

We have 18 drillships that are equipped with dual-activity technology that employs structures, equipment and techniques using two drilling stations within a dual derrick to allow these drillships to perform simultaneous drilling tasks in a parallel, rather than a sequential manner, which reduces critical path activity and improves efficiency in both exploration and development drilling.

Semisubmersible features —Semisubmersibles are floating vessels that can be partially submerged by means of a water ballast system such that the lower column sections and pontoons are below the water surface during drilling operations.

Semisubmersibles are known for stability, making them well suited for operating in rough sea conditions.

Semisubmersible floaters are capable of maintaining their position over a well either through dynamic positioning or the use of mooring systems.

Although most semisubmersible rigs are relocated with the assistance of tugs, some units are self-propelled and move between locations under their own power when afloat on pontoons.

Three of our nine semisubmersibles are equipped with dual-activity technology and also have mooring capability.

Two of these three dual-activity units are custom-designed, high-capacity semisubmersible drilling rigs, equipped for year-round operations in harsh environments, such as those of the Norwegian continental shelf and sub-Arctic waters.

Our fleet consists of ultra-deepwater drillships and semisubmersibles and harsh environment semisubmersibles that are designed with high-specification capabilities to operate in the technically demanding regions of the global offshore drilling business.

Ultra-deepwater floaters are equipped with high-pressure mud pumps and are capable of drilling in water depths of 4,500 feet or greater.

Although most semisubmersibles are relocated with the assistance of tugs, some units are self-propelled and move between locations under their own power when afloat on pontoons.

All of our semisubmersibles have mooring capability and are equipped for year-round operations in harsh environments, such as those of the Norwegian continental shelf and sub-Arctic waters.

Two of our seven semisubmersibles are custom-designed, high-capacity drilling rigs, equipped with dual-activity technology.

Fleet status —Depending on market conditions, we may idle or stack our non-contracted rigs.

An idle rig is between drilling contracts, readily available for operations, and operating costs are typically at or near normal operating levels.

A stacked rig typically has reduced operating and maintenance costs, is staffed by a reduced crew or has no crew and is (a) preparing for an extended period of inactivity, (b) expected to continue to be inactive for an extended period or (c) completing a period of extended inactivity.

A stacked rig typically has

reduced operating and maintenance costs, is staffed by a reduced crew or has no crew and is (a) preparing for an extended period of inactivity, (b) expected to continue to be inactive for an extended period or (c) completing a period of extended inactivity.

Stacked rigs will continue to incur operating costs at or above normal operating levels for approximately 30 days following initiation of stacking.

Some idle rigs and all stacked rigs require additional costs to return to service.

equipment and materials, the extent of repairs, maintenance and commercial upgrades that may ultimately be required, the length of time a rig has spent in stacking mode and the time and cost of assembling and training crew.

The actual cost to return to service, which in many instances could be significant and could fluctuate over time, depends upon various factors, including the availability and cost of shipyard facilities, the cost of equipment and materials, the extent of repairs, maintenance and commercial upgrades that may ultimately be required, the length of time a rig has spent in stacking mode and the time and cost of assembling and training crew.

We consider these factors, together with market conditions, length of contract, dayrate and other contract terms, when deciding whether to return a stacked rig to service.

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The dates provided represent the year placed into service, and, if applicable, the year of the most recent upgrade.

As of February 12, 2025, we owned all of the drilling rigs in our fleet noted in the tables below, except for the ultra-deepwater floater Petrobras 10000 , which is subject to a finance lease through August 2029.

As of February 19, 2026, we owned all the drilling rigs in our fleet noted in the tables below, except for the ultra-deepwater drillship Petrobras 10000 , which is subject to a finance lease through August 2029.

Rig category and name

Specifications

Ultra-deepwater floaters (26)

Ultra-deepwater drillships (20)

Deepwater Titan

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Deepwater Aquila

(a) (b) (e) (f)

Deepwater Poseidon

(a) (b) (f) (g)

(a) (b) (f) (g) (h)

Deepwater Pontus

(a) (b) (f) (g)

(a) (b) (g) (h)

Deepwater Conqueror

(a) (b) (f) (g)

(a) (b) (f) (g) (h)

Deepwater Proteus

(a) (b) (f) (g)

(a) (b) (g) (h)

Deepwater Thalassa

(a) (b) (f) (g)

(a) (b) (g) (h)

Deepwater Asgard

Deepwater Invictus

(a) (b) (f) (g)

Ocean Rig Apollo

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Ocean Rig Mylos

Discoverer India

Discoverer Americas

Discoverer Clear Leader

Deepwater Corcovado

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Deepwater Orion

Deepwater Champion

Dhirubhai Deepwater KG2

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Dhirubhai Deepwater KG1

GSF Development Driller I

Semisubmersible

Discoverer Luanda

Harsh environment floaters (8)

Harsh environment semisubmersibles (7)

Transocean Norge

Semisubmersible

Transocean Spitsbergen

Semisubmersible

(a) (h) (i) (j)

Transocean Barents

Semisubmersible

Transocean Enabler

Semisubmersible

Transocean Encourage

Semisubmersible

Transocean Endurance

Semisubmersible

Transocean Equinox

Semisubmersible

Henry Goodrich

Semisubmersible

(a) Dynamically positioned.

(b) Patented dual activity.

(b) Dual activity.

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(e) One 15,000 psi blowout preventer and designed to accommodate a future 20,000 psi blowout preventer.

(f) Two 15,000 psi blowout preventers.

(g) Designed to accommodate a future upgrade to 20,000 psi blowout preventer(s).

(i) Automated drilling control.

(j) Dual activity.

(f) Automated drilling control.

(g) Two 15,000 psi blowout preventers.

(h) Designed to accommodate a future upgrade to 20,000 psi blowout preventer(s).

Overview —Celebrating 100 years of drilling, we have a long history of technological innovation, including the first dynamically positioned drillship, the first semisubmersible rig to drill year-round in the North Sea, the first 10,000-ft.

water depth rated ultra-deepwater drillship, the first dual-activity drillship and the first eighth-generation drillships with 1,700-ton hoisting systems and 20,000-psi well-control systems.

Additionally, we have achieved numerous water depth world records over the past several decades.

We develop, invest in and deploy industry-leading technology to differentiate our service offerings in the pursuit of delivering ever-improving operational integrity with safer, more efficient and environmentally responsible drilling services for our customers.

Although we do not currently use artificial intelligence (“AI”) in our offshore drilling operations, we have introduced AI tools to streamline certain high-volume office and administrative tasks and are exploring use cases to further improve productivity.

We have established an AI Governance Committee, which includes internal senior leaders and technical experts, that oversees our tool selection, security protocols, training and overall usage.

See “Item 1A.

Risk Factors—Risks related to laws, regulations and government compliance—We are subject to cybersecurity risks and threats as well as risks related to the use of artificial intelligence and the regulation of data privacy and security.”

We believe our efforts to continuously improve, and effectively use, innovative technologies to meet or exceed our customers’ requirements is critical to maintaining our competitive position within the contract drilling services industry by ensuring the safety of our crews, drilling more efficient wells, building greater resilience into our critical operating systems and reducing fuel consumption and emissions.

Some examples of technology deployed in our fleet include the following:

Drilling equipment and well control —Our entire fleet is dynamically positioned.

We have eighteen drillships and two harsh environment semisubmersibles that are equipped with dual-activity technology, which allows our rigs to perform simultaneous drilling tasks in a parallel rather than sequential manner, reducing well construction critical path activities and, thereby, improving efficiency in both exploration and development drilling.

Two of our drillships are equipped with 1,700 short ton hoisting capacity and 20,000 psi blowout preventers.

Ten drillships in our fleet are outfitted with dual blowout preventers and triple liquid mud systems.

Six drillships in our fleet are designed to accept 20,000 psi blowout preventers in the future.

In 2021, we deployed the industry’s first kinetic blowout stopper, a step-changing technology for well control that delivers unrivaled shearing capability, and we have deployed this technology on two of our floaters.

Since 2024, we installed the rotary multi-tool pipe cleaner and wellbore protector on three floaters with one additional system in progress.

Automated drilling control and robotics —We utilize available technology and employ data-driven methods, augmented by the size of our fleet, to expand our knowledge framework for sustainable process optimization.

Our automated fleet includes four ultra-deepwater drillships and five harsh environment semisubmersibles that are equipped with an automated drilling control system, and we have two more installations in progress.

Additionally, since 2022, we have three ultra-deepwater drillships that are equipped with an offshore robotics riser system that handles riser joint bolting without human intervention, and we have one more installation in progress.

Automated safety and monitoring tools —We employ the patented HaloGuard ℠ system on ten of our drilling units, which is designed to alarm, notify and, if required, halt equipment to avoid injury to personnel who move into danger zones.

We use our smart equipment analytics tool to deliver real-time data feeds from equipment across our fleet to monitor equipment health, inferred emissions and energy consumption while identifying performance trends that allow us to systematically optimize equipment maintenance and achieve higher levels of reliability, operational efficiency and sustainability.

Drilling Contracts

Our offshore drilling services contracts are individually negotiated and vary in their terms and conditions.

Overview —Our drilling services contracts are individually negotiated and vary in their terms and conditions.

We obtain most of our drilling contracts through bidding processes in competition against other drilling services contractors and through direct negotiations with operators.

Drilling contracts generally provide for payment on a dayrate basis, typically with higher rates for periods when drilling operations are optimized and, conversely, lower or zero rates for periods during which the drilling unit is not mobilized or when drilling operations are interrupted or restricted, whether due to equipment breakdowns, adverse environmental conditions, regulatory approvals or otherwise.

dayrate drilling contract generally extends over a period of time either covering the drilling of a single well or group of wells or covering a stated term.

At December 31, 2024, our contract backlog was $8.74 billion, representing a decrease of six percent and an increase of five percent, respectively, compared to our contract backlog of $9.25 billion and $8.34 billion at December 31, 2023 and 2022, respectively.

Drilling contracts generally provide for payment on a dayrate basis, typically with higher rates for periods when drilling operations are optimized or as incentives to complete drilling operations on or ahead of an agreed schedule and, conversely, lower or zero rates for periods when the drilling unit is not mobilized or when drilling operations are interrupted or restricted, whether due to equipment breakdowns, adverse environmental conditions, regulatory approvals or otherwise, which in limited cases may include lower rates for periods when drilling operations are necessary to extend beyond an agreed schedule.

A dayrate drilling contract generally extends over a period of time either covering the drilling of a single well or group of wells or covering a stated term.

At December 31, 2025, our contract backlog was $6.29 billion, representing a decrease of 28 percent and a decrease of 32 percent, compared to our contract backlog of $8.74 billion and $9.25 billion at December 31, 2024 and 2023, respectively.

See “ Part II.

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See “ Item 1A.

Risk Factors—Risks related to our business—Our drilling contracts may be terminated due to a number of events, and, during depressed market conditions, our customers may seek to repudiate or renegotiate their contracts .”

Under dayrate drilling contracts, consistent with standard industry practice, our customers, as the operators, generally assume, and grant indemnity for, subsurface and well control risks, and their consequential damages.

Risk Factors—Risks related to our business—Our drilling

contracts may be terminated due to a number of events, and, during depressed market conditions, our customers may seek to repudiate or renegotiate their contracts.

Contractual indemnity —Under dayrate drilling contracts, consistent with standard industry practice, our customers, as the operators, generally assume, and grant indemnity for, subsurface and well control risks, and their consequential damages.

Under all of our current drilling contracts, our customers indemnify us for pollution damages in connection with reservoir fluids stemming from operations under the contract, and we indemnify our customers for pollution that originates above the surface of the water from the rig for substances in our control, such as diesel used or other fluids stored onboard the rig.

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Our operations are geographically dispersed in oil and gas exploration and development areas throughout the world.

We operate in a single, global offshore drilling market, as our drilling rigs are mobile assets and can be moved according to prevailing market conditions.

We operate in a single, global offshore drilling market, as our drilling rigs are mobile floating vessels and can be moved according to prevailing market conditions.

We may mobilize our drilling rigs between regions for a variety of reasons, including to respond to customer contracting requirements or to capture observed market demand.

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As of February 19, 2026, the drilling units in our fleet, including stacked and idle rigs, were located in the U.S.

Gulf of Mexico (nine units), Greece (seven units), Brazil (six units), the Norwegian North Sea (four units), Malaysia (two units), Australia (two units), Angola (one unit), Canada (one unit), India (one unit) and Romania (one unit).

We categorize the sectors of the floater market in which we operate as follows:

Gulf of America (eight units), Brazil (six units), the Norwegian North Sea (four units), Greece (three units), Australia (two units), India (one unit), Ivory Coast (one unit), Mexico (one unit) and Romania (one unit).

We categorize the market sectors in which we operate as follows:

(1) ultra-deepwater and deepwater, (2) harsh environment and (3) midwater.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook .”

We provide our offshore drilling services to most of the leading integrated energy companies or their affiliates, as well as for many government-owned or government-controlled energy companies and other independent energy companies.

For the year ended December 31, 2024, our most significant customers were Shell plc (together with its affiliates, “Shell”), Petróleo Brasileiro S.A.

(together with its affiliates, “Petrobras”) and Equinor ASA (together with its affiliates, “Equinor”), representing 27 percent, 21 percent and 13 percent, respectively, of our consolidated operating revenues.

No other customers accounted for 10 percent or more of our consolidated operating revenues in the year ended December 31, 2024.

Additionally, as of February 12, 2025, the customers with the most significant aggregate amount of contract backlog associated with our drilling contracts were Petrobras and Shell, representing 24 percent and 17 percent, respectively, of our total contract backlog.

See “ Item 1A.

Risk Factors—Risks related to our business—We rely heavily on a relatively small number of customers and the loss of a significant customer or a dispute that leads to the loss of a customer could have an adverse effect on our business.

Human Capital Resources

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Corporate culture —Our FIRST Shared Values serve as the foundation for our corporate culture and guide us to act ethically and responsibly as we strive to deliver value and to maintain a safe and respectful work environment for our people.

We maintain a Code of Integrity and Human Rights Policy that applies to all board members, executives, employees and business partners, including contractors, suppliers, vendors, investees and joint venture partners.

We maintain a Code of Integrity and a Human Rights Policy Statement that apply to all board members, executives, employees and business partners, including contractors, suppliers, vendors, investees and joint venture partners.

We demonstrate respect of human rights by aiming to maintain a healthy and safe work environment, observe fair employment practices and provide competitive employment terms.

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Executive Leadership

We have included the following information, presented as of February 11, 2025, on our executive officers for purposes of U.S.

securities laws in Part I of this report in reliance on General Instruction G(3) to Form 10-K.

The board of directors elects the officers of the Company, generally on an annual basis.

There is no family relationship between any of our executive officers.

The following information, presented as of February 17, 2026, introduces our executive officers, each of which is also an officer for purposes of Section 16 under the Securities and Exchange Act of 1934.

The executive officers are appointed by and serve at the discretion of our board of directors.

None of our executive officers has any family relationship with any director or other executive officer.

February 17, 2026

Chief Executive Officer

Keelan Adamson

President and Chief Operating Officer

Executive Vice President and Chief Legal Officer

Executive Vice President and Chief Commercial Officer

President and Chief Executive Officer

Thaddeus Vayda

Executive Vice President and Chief Financial Officer

Executive Chair

Executive Vice President and Chief Legal Officer

Executive Vice President and Chief Commercial Officer

Senior Vice President and Chief Accounting Officer

« Member of our executive management team for purposes of Swiss law.

Thigpen is Chief Executive Officer and a member of the Company’s board of directors.

Before joining the Company in this position in April 2015, Mr.

Keelan Adamson is President and Chief Executive Officer of the Company.

Before being named to his current position in May 2025, Mr.

Adamson served as President and Chief Operating Officer of the Company from February 2022 to May 2025.

Adamson served as Executive Vice President and Chief Operations Officer from August 2018 to February 2022, as Senior Vice President, Operations from October 2017 to July 2018 and as Senior Vice President, Operations Integrity and HSE, from June 2015 to October 2017.

Since 2010, Mr.

Adamson served in multiple executive positions with responsibilities spanning Engineering and Technical Services, Major Capital Projects, Human Resources, and more recently, Operations Integrity and HSE.

Adamson started his career as a drilling engineer with BP Exploration in 1991 and joined Transocean in July 1995.

In addition to several management assignments in the United Kingdom (the “U.K.”), Asia, and Africa, he also held leadership roles in Sales and Marketing, Well Construction and Technology, and as Managing Director for operations in North America, Canada and Trinidad.

Adamson earned a bachelor's degree in Aeronautical Engineering from The Queens University of Belfast in 1991 and completed the Advanced Management program at Harvard Business School in 2016.

Thaddeus Vayda is Executive Vice President and Chief Financial Officer of the Company.

Before being named to his current position in May 2024, Mr.

Vayda served as Senior Vice President of Corporate Finance and Treasurer from February 2023 to April 2024;

as Vice President, Investor Relations, and Treasurer from August 2015 to February 2023, as Vice President, Corporate Finance 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.

Earlier in his career, Mr.

Vayda held various leadership positions at Northwest Airlines.

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

He earned a Master of Business Administration degree 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.

Thigpen is Executive Chair of the Company’s board of directors.

Before being named to his current position in May 2025, Mr.

Thigpen served as Chief Executive Officer and a member of the Company’s board of directors from April 2015 to May 2025.

Thigpen served as Senior Vice President and Chief Financial Officer at NOV Inc.

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Thigpen earned a Bachelor of Arts degree in Economics and Managerial Studies from Rice University in 1997, and he completed the Program for Management Development at Harvard Business School in 2001.

Keelan Adamson is President and Chief Operating Officer of the Company.

Before being named to his current position in February 2022, Mr.

Since 2010, Mr.

Adamson started his career as a drilling engineer with BP Exploration in 1991 and joined Transocean in July 1995.

Adamson earned a bachelor's degree in Aeronautical Engineering from The Queens University of Belfast in 1991 and completed the Advanced Management program at Harvard Business School in 2016.

Long is Executive Vice President and Chief Legal Officer of the Company.

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Before being named to his current position in February 2022, Mr.

Mackenzie served previously as Senior Vice President, Marketing, Innovation and Industry Relations from August 2018 to February 2022;

Mackenzie served as Senior Vice President, Marketing, Innovation and Industry Relations from August 2018 to February 2022;

Vice President, Marketing and Contracts from February 2017 to August 2018;

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Mackenzie has previously served in various operational and project roles around the globe, starting his career at the Company as a rig-based engineer in 1997.

Mackenzie currently serves as Vice President for Offshore Division of the International Association of Drilling Contractors and on various committees for the Offshore Energy Center.

Mackenzie currently serves as Chair for the International Association of Drilling Contractors.

Mackenzie earned a bachelor's degree in Civil Engineering with Environmental Studies from the University of Strathclyde in 1997, and completed the Advanced Management Program at Harvard Business School in 2016.

Thaddeus Vayda is Executive Vice President and Chief Financial Officer of the Company.

Before being named to his current position in May 2024, Mr.

Vayda served as Senior Vice President of Corporate Finance and Treasurer from February 2023 to April 2024;

as Vice President, Investor Relations, and Treasurer from August 2015 to February 2023, as Vice President, Corporate Finance 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.

Earlier in his career, Mr.

Vayda held various leadership positions at Northwest Airlines.

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

Jason Pack is Senior Vice President and Chief Accounting Officer of the Company.

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We continuously monitor our operations and seek innovative ways to enhance our ability to meet our objectives.

We maintain a global Environmental Management System (“EMS”) standard, aligned to ISO 14001, that we apply to our rigs, offices and facilities.

We maintain a global Environmental Management System (“EMS”) standard that applies to all our rigs, offices and facilities.

The EMS provides a framework to consistently manage our worldwide operations in an environmentally responsible manner and monitor our performance.

Within this framework, we regularly assess the environmental impact of operations, focusing on the reduction of greenhouse gas emissions, operational discharges, water use and waste.

In 2021, we conducted a sustainability-focused materiality assessment, which guided the creation of our previously announced sustainability goals.

Since then, we have continued to track developments in the sustainability material topics that informed our goals, monitor our operations, and observed that the pace of technological advances associated with potential reductions in greenhouse gas emissions has been slower, and the costs have been greater, than anticipated.

Particularly, in our engagements with shareholders and customers, we observed shifts in their approach to sustainability priorities.

For these reasons, we have suspended our previously announced sustainability goals, including our greenhouse emissions intensity reduction goal.

As always, we remain committed to providing safe, efficient, reliable, and environmentally responsible operations.

We will continue to engage with our customers and service providers to optimize our power management capabilities and other aspects of our operations as technologies continue to develop.

Technological Innovation

Overview —We have a long history of technological innovation, including the first dynamically positioned drillship, the first rig to drill year-round in the North Sea, the first semisubmersible rig for year-round sub-Arctic operations, the first 10,000-ft.

water depth rated ultra-deepwater drillship, the first eighth-generation drillships and numerous water depth world records over the past several decades.

We develop and deploy industry-leading technology in the pursuit of delivering safer, more efficient and environmentally responsible drilling services to our customers.

We also continue to develop and invest in technologies designed to differentiate our service offerings, including optimizing our performance, delivering ever - improving operational integrity and reducing our greenhouse gas emissions.

Drilling equipment and well control —Twenty-three drillships and one semisubmersible in our existing fleet are equipped with our patented dual-activity technology, which allows our rigs to perform simultaneous drilling tasks in a parallel rather than sequential manner, reducing well construction critical path activities and, thereby, improving efficiency in both exploration and development drilling.

Two of our drillships are equipped with 1,700 short ton hoisting capacity and 20,000 psi blowout preventers.

Seven of our drillships include hybrid energy storage systems for enhanced drill floor equipment reliability, fuel and emissions savings as well as advanced generator protection for power plant reliability.

Twelve drillships in our existing fleet are outfitted with dual blowout preventers and triple liquid mud systems.

Six drillships in our existing fleet are designed to accept 20,000 psi blowout preventers in the future.

In 2021, we deployed the industry’s first kinetic blowout stopper, a step-changing technology for well control that delivers unrivaled shearing capability.

This technology is currently deployed on two of our floaters and is being installed on a third floater.

In 2024, we deployed the rotary multi-tool pipe cleaner and wellbore protector on one harsh environment floater with two additional systems in progress.

Automated drilling platforms and robotics —We utilize technology, including artificial intelligence (“AI”) technologies, and employ a data-driven approach, augmented by the size of our fleet, to expand our knowledge framework for sustainable process optimization.

We supported the development of the Inteliwell™ drilling automation platform, which we have installed on one harsh environment floater and

one ultra-deepwater floater.

This end-to-end automation platform integrates automation sequences with digital well planning and smart well monitoring.

We also have six harsh environment floaters and two ultra-deepwater floaters equipped with an automated drilling control system.

Since 2022, we have deployed on three ultra-deepwater drillships an offshore robotics riser bolting system, which has handled over 3,000 riser joints without human intervention.

Automated safety and monitoring tools —We developed and, on eight of our drilling units, deployed our patented HaloGuard ℠ system, which is designed to alarm, notify and, if required, halt equipment to avoid injury to personnel who move into danger zones.

In 2020, we launched our smart equipment analytics tool, which delivers real-time data feeds from equipment to monitor equipment health, inferred emissions and energy consumption while identifying performance trends that allow us to systematically optimize equipment maintenance and achieve higher levels of reliability, operational efficiency and sustainability.

Ongoing efforts —We believe our efforts to continuously improve, and effectively use, innovative technologies to meet or exceed our customers’ requirements is critical to maintaining our competitive position within the contract drilling services industry by ensuring the safety of our crews, drilling more efficient wells, building greater resilience into our critical operating systems and reducing fuel consumption and emissions.

In addition, our EMS is ISO 14001 certified for the management of the operation of drilling services to the global offshore oil and gas industry.

Joint Venture, Agency and Sponsorship Relationships and Other Investments

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We also invest in certain companies for operational and strategic purposes.

Some of these companies or joint ventures in which we are an investor are involved in researching and developing technology to improve efficiency, reliability, sustainability and safety for our drilling and other activities or are involved in businesses developed to support renewable or other energy alternatives.

Some of these companies or joint ventures in which we invest are involved in (a) businesses developed to support renewable or other energy alternatives or (b) research and development of technology to improve efficiency, reliability, sustainability and safety of our drilling and other activities.

We may or may not control these partially owned companies.

At December 31, 2024, we held partial ownership interests in companies organized in Belgium, the Cayman Islands, the U.S., Norway and other countries.

At December 31, 2025, we held partial ownership interests in companies organized in Belgium, the Cayman Islands, the U.K., Norway and other countries.

At December 31, 2025, among other equity investments, we held noncontrolling equity ownership interests in Global Sea Mineral Resources NV, an unconsolidated Belgian company and leading developer of nodule collection technology, which is engaged in the development and exploration of deep-sea polymetallic nodules that contain metals critical to the growing renewable energy market.

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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 1. Business