What changed in this filing

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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-18 · 44 added, 33 removed, 317 unchanged (20% of the section changed)

54 unchanged sentences

Balance, end of period

(a) Amount related to materials and supplies on rigs and related assets sold or classified as held for sale.

(a) Amount related to disposal of materials and supplies, primarily associated with rigs and related assets sold or classified as held for sale.

(b) Amount related to adjustments to other deferred tax assets with valuation allowances .

The following exhibits are filed or furnished herewith, as indicated, or incorporated by reference to the location indicated:

Business Combination Agreement, dated as of February 9, 2026, between Transocean Ltd.

and Valaris Limited

Exhibit 2.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on February 10, 2026

Articles of Association of Transocean Ltd.

1 unchanged sentence

001-38373) filed on June 3, 2025

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

Organizational Regulations of Transocean Ltd., amended effective as of May 30, 2025

Exhibit 3.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on August 20, 2024

001-38373) filed on June 3, 2025

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 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 International Limited, the lenders parties thereto and Citibank, N.A., as administrative agent and collateral agent

Credit Agreement, dated as of 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 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.

Increase of Commitments and First Amendment to Credit Agreement, dated as of 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 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.

Increase of Commitments, Second Amendment to Credit Agreement and First Amendment to Guaranties, dated as of 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

4 unchanged sentences

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

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.

Increase of Commitments and Third Amendment to Credit Agreement, dated as of 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

1 unchanged sentence

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

Fourth Amendment to Credit Agreement, dated as of 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 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.

Fifth Amendment to Credit Agreement, dated as of 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

1 unchanged sentence

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.

Sixth Amendment to Credit Agreement, dated as of 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.

76 unchanged sentences

001-38373) filed on August 14, 2020

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

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 30, 2022, by and among Transocean International Limited, the Guarantors and Truist Bank, as trustee

30 unchanged sentences

001-38373) filed on April 18, 2024

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

Registration Rights Agreement, dated as of 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

Indenture, dated as of October 15, 2025, 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 October 15, 2025

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

7 unchanged sentences

Amended and Restated 2015 Transocean Ltd.

Long-Term Incentive Plan

Long-Term Incentive Plan, effective as of May 30, 2025

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

001-38373) filed on May 22, 2024

001-38373) filed on June 3, 2025

Terms and Conditions of 2013 Director Deferred Unit Award

26 unchanged sentences

000-53533) for the quarter ended September 30, 2016

Employment Agreement with Jeremy D.

Thigpen effective May 1, 2025

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

001-38373) for the quarter ended March 31, 2025

Employment Agreement with Mark L.

14 unchanged sentences

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

Employment Agreement with Keelan Adamson effective February 16, 2022

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

001-38373) filed on February 17, 2022

Terms and Conditions of 2024 Executive Equity Awards

8 unchanged sentences

001-38373) filed on May 22, 2024

Employment Agreement with Keelan Adamson effective May 1, 2025

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

001-38373) for the quarter ended March 31, 2025

Terms and Conditions of 2025 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, 2025

Terms and Conditions of 2025 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, 2025

Transocean Ltd.

Insider Trading Policy

Filed herewith

Exhibit 19 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) for the year ended December 31, 2024

Subsidiaries of Transocean Ltd.

17 unchanged sentences

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

(i) our consolidated balance sheets as of December 31, 2024 and December 31, 2023;

(ii) our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022;

(iii) our consolidated statements of comprehensive loss for the years ended December 31, 2024, 2023 and 2022;

(i) our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023;

(ii) our consolidated statements of comprehensive loss for the years ended December 31, 2025, 2024 and 2023;

(iii) our consolidated balance sheets as of December 31, 2025 and 2024;

(iv) our consolidated statements of equity for the years ended December 31, 2025, 2024 and 2023;

23 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February 23, 2026.

of the Board of Directors

/s/ Jeremy D.

Chief Executive Officer

/s/ Keelan Adamson

President and Chief Executive Officer and Director

Keelan Adamson

(Principal Executive Officer)

8 unchanged sentences

(Principal Accounting Officer)

Executive Chair

of the Board of Directors

Lead Independent Director

Dell’Osso, Jr.

Margareth Øvrum

/s/ Jason Pack

1 unchanged sentence

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