What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 45 added, 42 removed, 103 unchanged (46% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Our management, with participation from the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 of the Exchange Act as of December 31, 2024.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the evaluation date.

Our management, with participation from the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 of the Exchange Act as of December 31, 2025.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in these internal controls during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See Part II, Item 8, "Financial Statements and Supplementary Data" for Management's Report on Internal Control over Financial Reporting.

Other Information

Not applicable.

Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified 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

30 unchanged sentences

3.5 Bye-Laws of Seadrill Limited (incorporated by reference to Exhibit 1.4 to Seadrill Limited’s Annual Report on Form 20-F filed with the SEC on April 29, 2022).

4.1* Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended.

4.2 Convertible Note Purchase Agreement, dated as of February 22, 2022, by and among Seadrill Limited and Hemen Holding Limited (incorporated by reference to Exhibit 4.3 t o Seadrill Limited’s Annual Report on Form 20-F filed with the SEC on April 29, 2022).

4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended (incorporated by reference to Exhibit 4.1 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

4.2 Convertible Note Purchase Agreement, dated as of February 22, 2022, by and among Seadrill Limited and Hemen Holding Limited (incorporated by reference to Exhibit 4.3 to Seadrill Limited’s Annual Report on Form 20-F filed with the SEC on April 29, 2022).

4.3 Indenture, dated as of July 27, 2023, by and among Seadrill Finance Limited, as issuer, Seadrill Limited and the other guarantors party thereto, as guarantors, and GLAS Trust Company LLC, as trustee and collateral trustee (incorporated by reference to Exhibit 4.1 to Seadrill Limited’s Report on Form 6-K furnished to the SEC on July 27, 2023).

1 unchanged sentence

4.5 First Supplemental Indenture, dated as of August 8, 2023, by and among Seadrill Finance Limited, as issuer, Seadrill Limited and the other guarantors party thereto, as guarantors, and GLAS Trust Company LLC, as trustee and collateral trustee (incorporated by reference to Exhibit 4.1 to Seadrill Limited’s Report on Form 6-K furnished to the SEC on August 8, 2023).

4.6* Second Supplemental Indenture, dated as of September 20, 2023, by and among Seadrill Finance Limited, as issuer, Seadrill Servico de Petroleo Ltda., and GLAS Trust Company LLC, as trustee and collateral trustee.

4.6 Second Supplemental Indenture, dated as of September 20, 2023, by and among Seadrill Finance Limited, as issuer, Seadrill Servico de Petroleo Ltda., and GLAS Trust Company LLC, as trustee and collateral trustee (incorporated by reference to Exhibit 4.6 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

4.7 Third Supplemental Indenture, dated as of October 15, 2024, by and among Seadrill Finance Limited, as issuer, Seadrill Mobile Units (Nigeria) Limited, and GLAS Trust Company LLC, as trustee and collateral trustee.

(incorporated by reference to Exhibit 4.1 to Seadrill Limited’s Report on Form 6-K furnished to the SEC on November 13, 2024).

4.8* Fourth Supplemental Indenture, dated as of December 12, 2024, by and among Seadrill Finance Limited, as issuer, Seadrill T-16 Ltd., and GLAS Trust Company LLC, as trustee and collateral trustee.

4.9* Fifth Supplemental Indenture, dated as of December 12, 2024, by and among Seadrill Finance Limited, as issuer, Seadrill Switzerland GmbH, Seadrill Rig Holdco Kft., Seadrill Hungary Kft., and GLAS Trust Company, as trustee and collateral trustee.

4.8 Fourth Supplemental Indenture, dated as of December 12, 2024, by and among Seadrill Finance Limited, as issuer, Seadrill T-16 Ltd., and GLAS Trust Company LLC, as trustee and collateral trustee (incorporated by reference to Exhibit 4.8 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

4.9 Fifth Supplemental Indenture, dated as of December 12, 2024, by and among Seadrill Finance Limited, as issuer, Seadrill Switzerland GmbH, Seadrill Rig Holdco Kft., Seadrill Hungary Kft., and GLAS Trust Company LLC, as trustee and collateral trustee (incorporated by reference to Exhibit 4.9 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

4.10* Sixth Supplemental Indenture, dated as of December 23, 2025, by and among Seadrill Finance Limited, as issuer, Seadrill Aquarius Ltd., and GLAS Trust Company LLC, as trustee and collateral trustee.

10.1† Registration Rights Agreement, dated as of February 22, 2022, by and among Seadrill Limited and the holders party thereto (incorporated by reference to Exhibit 2.2 to Seadrill Limited’s Annual Report on Form 20-F filed with the SEC on April 29, 2022).

5 unchanged sentences

10.6+ Amended and Restated Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 99.2 to Seadrill Limited’s Report on Form 6-K furnished to the SEC on November 20, 2023).

10.7+* 2022 Form of TRSU Award Agreement (Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan.

10.8+* 2022 Form of PRSU Award Agreement (Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan.

10.9+* 2023 Form of TRSU Award Agreement (Non-Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan.

10.10+* 2023 Form of PRSU Award Agreement (Non-Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan.

10.11+* 2023 Form of TRSU Award Agreement (Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan.

10.12+* 2023 Form of PRSU Award Agreement (Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan.

10.13+* 2024 Form of TRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan.

10.14+* 2024 Form of PRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan.

10.15+* 2024 Form of TRSU Award Agreement (Directors) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan.

10.16+†* 2024 Seadrill Short Term Incentive Plan.

10.17+^* Employment Agreement, dated as of November 21, 2023, by and among Seadrill Americas, Inc., Seadrill Management Limited, and Simon Johnson.

10.18+^* Employment Agreement, dated as of November 21, 2023, by and among Seadrill Americas, Inc., Seadrill Management Limited, and Grant Creed.

10.19+^* Employment Agreement, dated as of November 21, 2023, by and between Seadrill Americas, Inc.

and Samir Ali.

10.20+^* Employment Agreement, dated as of November 21, 2023, by and among Seadrill Americas, Inc., Seadrill Management Limited, and Torsten Sauer-Petersen.

10.21+^* Employment Agreement, dated as of November 21, 2023, by and between Seadrill Americas, Inc.

and Todd Strickler.

10.22+^* Employment Agreement, dated as of December 14, 2023, by and between Seadrill Americas, Inc.

and Marcel Wieggers.

10.7+ 2023 Form of TRSU Award Agreement (Non-Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.9 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.8+ 2023 Form of PRSU Award Agreement (Non-Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.10 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.9+ 2023 Form of PRSU Award Agreement (Executive Officers) under the Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.12 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.10+ 2024 Form of TRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.13 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.11+ 2024 Form of PRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.14 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.12+ 2025 Short Term Incentive Plan Summary (incorporated by reference to Exhibit 10.1 to Seadrill Limited’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025).

10.13+ Form of PRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to Seadrill Limited’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025).

10.14+ Form of TRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.2 to Seadrill Limited’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025).

10.15+ Form of TRSU Award Agreement (Director) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.3 to Seadrill Limited’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025).

10.16+ Form of TRSU Award Agreement (Director Deferred) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (incorporated by reference to Exhibit 10.4 to Seadrill Limited’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025).

Employment Agreement, dated as of November 21, 2023, by and among Seadrill Americas, Inc., Seadrill Management Limited, and Simon Johnson (incorporated by reference to Exhibit 10.17 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

Employment Agreement, dated as of November 21, 2023, by and among Seadrill Americas, Inc., Seadrill Management Limited, and Grant Creed (incorporated by reference to Exhibit 10.18 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

Employment Agreement, dated as of November 21, 2023, by and between Seadrill Americas, Inc.

and Samir Ali (incorporated by reference to Exhibit 10.19 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

Employment Agreement, dated as of November 21, 2023, by and among Seadrill Americas, Inc., Seadrill Management Limited, and Torsten Sauer-Petersen (incorporated by reference to Exhibit 10.20 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

Employment Agreement, dated as of November 21, 2023, by and between Seadrill Americas, Inc.

and Todd Strickler (incorporated by reference to Exhibit 10.21 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

Employment Agreement, dated as of December 14, 2023, by and between Seadrill Americas, Inc.

and Marcel Wieggers (incorporated by reference to Exhibit 10.22 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.23+ Amendment No.

1 to Employment Agreement, dated as of September 30, 2024, by and between Seadrill Americas, Inc.

and Simon Johnson.

and Simon Johnson (incorporated by reference to Exhibit 10.23 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.24+ Amendment No.

1 to Employment Agreement, dated as of October 8, 2024, by and between Seadrill Americas, Inc.

and Grant Creed.

and Grant Creed (incorporated by reference to Exhibit 10.24 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.25+ Amendment No.

1 to Employment Agreement, dated as of October 2, 2024, by and between Seadrill Americas, Inc.

and Samir Ali.

and Samir Ali (incorporated by reference to Exhibit 10.25 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.26+ Amendment No.

1 to Employment Agreement, dated as of September 30, 2024, by and between Seadrill Americas, Inc.

and Torsten Sauer-Petersen.

and Torsten Sauer-Petersen (incorporated by reference to Exhibit 10.26 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.27+ Amendment No.

1 to Employment Agreement, dated as of September 30, 2024, by and between Seadrill Americas, Inc.

and Todd Strickler.

and Todd Strickler (incorporated by reference to Exhibit 10.27 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.28+ Amendment No.

1 to Employment Agreement, dated as of October 1, 2024, by and between Seadrill Americas, Inc.

and Marcel Wieggers.

10.29+* Form of Deed of Indemnity, by and between Seadrill Limited and its directors.

10.30+* Form of Deed of Indemnity (Employee), by and between Seadrill Limited and certain of its executive officers.

10.31+* Form of Deed of Indemnity (Senior Employee), by and between Seadrill Limited and certain of its executive officers.

Insider trading policy

List of subsidiaries of Seadrill Limited

23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (Seadrill Limited) (Successor).

23.2* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (Seadrill Limited (Predecessor).

and Marcel Wieggers (incorporated by reference to Exhibit 10.28 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.29+ Form of Deed of Indemnity, by and between Seadrill Limited and its directors (incorporated by reference to Exhibit 10.29 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.30+ Form of Deed of Indemnity (Employee), by and between Seadrill Limited and certain of its executive officers (incorporated by reference to Exhibit 10.30 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

10.31+ Form of Deed of Indemnity (Senior Employee), by and between Seadrill Limited and certain of its executive officers (incorporated by reference to Exhibit 10.31 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

16.1 Letter to the Securities and Exchange Commission from PwC UK, dated March 5, 2025 (incorporated by reference to Exhibit 16.1 to Seadrill Limited’s Current Report on Form 8-K filed with the SEC on March 5, 2025).

19.1 Insider trading policy (incorporated by reference to Exhibit 19.1 to Seadrill Limited’s Annual Report on Form 10-K filed with the SEC on February 27, 2025).

List of subsidiaries of Seadrill Limite d.

23.1* Consent of PricewaterhouseCoopers LLP (United States), independent registered public accounting firm (Seadrill Limited).

23.2* Consent of PricewaterhouseCoopers LLP (Watford, United Kingdom), independent registered public accounting firm (Seadrill Limited).

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

29 unchanged sentences

Grant Creed (principal financial officer, principal accounting officer)

/s/ Julie Johnson Robertson Chair of the Board February 27, 2025

/s/ Julie Johnson Robertson Chairman of the Board February 26, 2026

Julie Johnson Robertson

10 unchanged sentences

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