Transocean Ltd. (RIG): restructuring charge — Transocean to take $1.1B-$1.2B impairment on rig disposals; Q2 charge expected

Effective May 30, 2025, the Organizational Regulations of the Company (as amended, the “Organizational Regulations”) were amended by the Company’s Board of Directors to update Article 5 therein to reflect the power and duties of the Board’s Lead Independent Director.

Following the conclusion of the AGM, on May 30, 2025, the Articles of Association of the Company were further amended to reflect (i) the approval by shareholders at the AGM of (a) the general capital authorization proposal, which permits the issuance of up to 188,165,780 Shares pursuant to the authorization, for a term expiring on May 30, 2026 and (b) the specific capital authorization proposal that may be used to satisfy the Company’s equity incentive plans obligations, which permits the issuance of up to 16,000,000 Shares pursuant to the authorization, for a five-year period expiring on May 30, 2030; and (ii) changes in the Company’s total issued share capital resulting from the issuances of 188,165,780 Shares and 16,000,000 Shares into treasury pursuant to the capital authorizations approved at the AGM.

On May 28, 2025, the Articles of Association of the Company were amended to reflect changes in the Company’s total issued share capital resulting from the issuance of 59,015,000 Shares into treasury to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of U.S. $5,901,500.00.

the Company concluded that it expects its second quarter 2025 results to include an estimated non-cash charge ranging between $1.1 billion and $1.2 billion associated with the impairment of these rigs and related assets.