Transocean Ltd. — fact timeline

Transocean Ltd. shareholders approved Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026 and reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a further one-year term.

“9. Proposal regarding the ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026 and reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a further one-year term.”

Transocean Ltd. shareholders approved Reelection of the independent proxy for a term extending until completion of the next Annual General Meeting.

“8. Proposal regarding the reelection of the independent proxy for a term extending until completion of the next Annual General Meeting.”

Transocean Ltd. shareholders approved Election of the members of the Compensation Committee, each for a term extending until completion of the next Annual General Meeting.

“7. Proposal regarding the election of the members of the Compensation Committee, each for a term extending until completion of the next Annual General Meeting.”

Transocean Ltd. shareholders approved Election of the Chair of the Board of Directors for a term extending until completion of the next Annual General Meeting.

“6. Proposal regarding the election of the Chair of the Board of Directors for a term extending until completion of the next Annual General Meeting.”

Transocean Ltd. shareholders approved Election of 11 directors, each for a term extending until completion of the next Annual General Meeting.

“5. Proposals regarding the election of 11 directors, each for a term extending until completion of the next Annual General Meeting.”

Transocean Ltd. shareholders approved Approval of Shares authorized for issuance.

“4. Proposal regarding the approval of Shares authorized for issuance.”

Transocean Ltd. shareholders approved Appropriation of the Accumulated Losses for Fiscal Year 2025.

“3. Proposal regarding the Appropriation of the Accumulated Losses for Fiscal Year 2025.”

Transocean Ltd. shareholders approved Discharge of the Members of the Board of Directors and the Executive Management Team from liability for activities during Fiscal Year 2025.

“2. Proposal regarding the discharge of the Members of the Board of Directors and the Executive Management Team from liability for activities during Fiscal Year 2025.”

Transocean Ltd. shareholders approved Advisory vote to approve the Company’s Swiss Statutory Report on Non-Financial Matters Report for Fiscal Year 2025.

“1. (C) Proposal regarding the advisory vote to approve the Company’s Swiss Statutory Report on Non-Financial Matters Report for Fiscal Year 2025.”

Transocean Ltd. shareholders approved Advisory vote to approve the Company’s Swiss Statutory Compensation Report for Fiscal Year 2025.

“1. (B) Proposal regarding the advisory vote to approve the Company’s Swiss Statutory Compensation Report for Fiscal Year 2025.”

Transocean Ltd. shareholders approved Approval of the 2025 Annual Report, including the Audited Consolidated Financial Statements and Audited Statutory Financial Statements for Fiscal Year 2025.

“1. (A) Proposal regarding the approval of the 2025 Annual Report, including the Audited Consolidated Financial Statements of the Company. for Fiscal Year 2025 and the Audited Statutory Financial Statements of the Company for Fiscal Year 2025.”

Transocean Ltd.: Amended Organizational Regulations to dissolve the Finance Committee, effective July 1, 2026 (effective 2026-07-01).

“the Board of Directors of the Company approved an amendment to the Organizational Regulations, to be effective as of July 1, 2026, (as amended, the “Organizational Regulations”) to reflect the dissolution of the Finance Committee”

Transocean Ltd.: Amended Articles of Association to authorize issuance of up to 240,801,936 shares and update share capital (effective 2026-05-22).

“the Company approved an amendment to the Articles of Association of the Company to permit the issuance of up to 240,801,936 shares, par value U.S. $0.10 per share (“Shares”), for a term expiring on May 22, 2027”

Transocean Ltd. reported first quarter 2026 results: revenue $1.08 billion, net income $71 million, EPS $0.06 per diluted share. Guidance initiated.

“first quarter 2026 Key points ● Contract drilling revenues were $1.08 billion due in part to strong revenue efficiency (1) of 97.3%. ● Net income was $71 million or $0.06 per diluted share.”

Transocean Ltd. entered into Business Combination Agreement with Valaris Limited (effective 2026-02-09).

“On February 9, 2026, Transocean Ltd., a Swiss corporation (“ Transocean ”), and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“ Valaris ”) (Transocean and Valaris, collectively, the “ Parties ” and each, a “ Party ”), entered into a Business Combination Agreement (the “ Agreement ”) providing for the combination of the two Parties (the “ Business Combination ”).”

Transocean Ltd. incurred senior notes of $500 million with Truist Bank at 7.875% per annum maturing October 15, 2032.

“On October 15, 2025, in connection with the closing of the previously announced offering (the “Offering”) by Transocean International Limited, a Bermuda exempted company limited by shares (the “Company”) and a wholly owned subsidiary of Transocean Ltd., of $500 million in aggregate principal amount of 7.875% Senior Priority Guaranteed Notes due 2032”

Transocean Ltd. announced a impairment with charges of approximately $1.9 billion affecting rigs classified as held for sale: Discoverer Clear Leader, Discoverer Americas, Deepwater Champion, Henry Goodrich and Discoverer India, as well as certain assets primarily associated with these rigs.

“the Company expects its third quarter 2025 results to include an estimated non-cash charge of approximately $1.9 billion associated with the impairment of these assets.”

Transocean Ltd.: Organizational Regulations amended to update Article 5 regarding power and duties of Lead Independent Director (effective 2025-05-30).

“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.”

Transocean Ltd.: Articles of Association further amended to reflect capital authorizations and share issuances approved at AGM (effective 2025-05-30).

“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.”

Transocean Ltd.: Articles of Association amended to reflect capital authorizations approved at AGM and changes in issued share capital (effective 2025-05-28).

“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.”

Transocean Ltd. announced a impairment with charges of between $1.1 billion and $1.2 billion affecting GSF Development Driller I, Discoverer Luanda, Development Driller III, Discoverer Inspiration.

“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.”

Chad Deaton changed role as Lead Independent Director at Transocean Ltd..

“Mr. Chad Deaton, Transocean’s current Chair of the Board, will transition to Lead Independent Director.”

Jeremy Thigpen was appointed as Executive Chair of the Board of Directors at Transocean Ltd..

“subject to shareholder approval at the Company’s 2025 annual general meeting, Mr. Thigpen is expected to be appointed as Executive Chair of the Board of Directors”

Jeremy Thigpen departed as Chief Executive Officer at Transocean Ltd..

“Mr. Adamson will succeed Jeremy Thigpen, who has led Transocean as Chief Executive Officer since 2015.”

Keelan Adamson changed role as President and Chief Executive Officer at Transocean Ltd..

“Keelan Adamson, the Company’s President and Chief Operating Officer, will become President and Chief Executive Officer following a transition period, which is expected to conclude during the second quarter of 2025.”

Transocean Ltd. announced a impairment with charges of $140 million and $150 million affecting deepwater floater Deepwater Nautilus and associated assets.

“the Company decided on June 17, 2024, to authorize the sale of the rig and associated equipment, which the Company expects will result in an estimated non-cash charge for the second quarter 2024 ranging between $140 million and $150 million associated with the impairment of such assets.”

David Tonnel retired as Senior Vice President and Chief Accounting Officer at Transocean Ltd..

“Mr. Jason Pack, who currently serves as Senior Vice President and Chief Audit Executive of the Company, will be appointed Senior Vice President and Chief Accounting Officer of the Company, effective July 31, 2024, following the previously announced retirement of Mr. David Tonnel, who currently serves as the Company’s Senior Vice President and Chief Accounting Officer.”

Jason Pack was appointed as Senior Vice President and Chief Accounting Officer at Transocean Ltd..

“Mr. Jason Pack, who currently serves as Senior Vice President and Chief Audit Executive of the Company, will be appointed Senior Vice President and Chief Accounting Officer of the Company, effective July 31, 2024, following the previously announced retirement of Mr. David Tonnel, who currently serves as the Company’s Senior Vice President and Chief Accounting Officer.”

Transocean Ltd. amended Supplemental Indenture with Truist Bank (effective 2024-05-08).

“On May 8, 2024, Transocean Titan Financing Limited (the “Company”), the guarantors named therein and Truist Bank, as trustee and collateral agent, entered into the first supplemental indenture (the “Supplemental Indenture”) to the indenture (the “Indenture”) governing the Company’s 8.375% Senior Secured Notes due 2028 (the “Notes”).”

Transocean Ltd. reported first quarter 2024 results: revenue $763 million, net income $98 million, EPS $0.11 per diluted share.

“2024 adjusted net loss was $22 million, $0.03 per diluted share. ​ Contract drilling revenues for the three months ended March 31, 2024, increased sequentially by $22 million to $763 million, primarily due to increased activity for rigs that returned to work or were fully active this quarter after undergoing contract preparation, higher dayrate and higher”

Transocean Ltd. incurred senior notes of U.S. $900 million in aggregate principal amount of 8.50% Senior Notes due 2031 with Truist Bank, as trustee at 8.500% per annum maturing May 15, 2031.

“ith the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the “Guarantees”).”

Transocean Ltd. incurred senior notes of U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 with Truist Bank, as trustee at 8.250% per annum maturing May 15, 2029.

“ith the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the “Guarantees”).”

Transocean Ltd. amended revolving credit of $575 million with Citibank, N.A., as administrative agent and collateral agent, certain lenders maturing June 2028.

“extend the scheduled maturity date of $510 million of revolving commitments thereunder from June 2025 to June 2028, (ii) reduce the total amount of revolving commitments thereunder from $600 million to $575 million”

Transocean Ltd. entered into Indenture (the "Indenture") with Truist Bank, as trustee valued at U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 and U.S. $900 million (effective 2024-04-18).

“On April 18, 2024, in connection with the closing of the previously announced offering by the Company (the “Offering”) of (i) U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 (the “2029 Notes”) and (ii) U.S. $900 million in aggregate principal amount of 8.50% Senior Notes due 2031 (the “2031 Notes” and collectively with the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”)”

Transocean Ltd. entered into sixth amendment (the "RCF Amendment") with Citibank, N.A., as administrative agent and collateral agent, certain lenders valued at $600 million to $575 million (effective 2024-04-18).

“On April 18, 2024, Transocean Inc. (the “Company”), a wholly owned subsidiary of Transocean Ltd., Citibank, N.A., as administrative agent and collateral agent, certain lenders and, for the limited purposes set forth therein, Transocean Ltd. and certain of the Company’s subsidiaries entered into the sixth amendment (the “RCF Amendment”) to the Company’s credit agreement dated June 22, 2018”

Transocean Ltd.: Amended Articles of Association to reflect increased share capital from prior issuance of 19,100,582 shares to a wholly-owned subsidiary (effective 2024-03-01).

“On March 1, 2024, the Articles of Association of Transocean Ltd. (the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the previous issuance of 19,100,582 Company shares to one of the Company’s wholly-owned subsidiaries, which are being used primarily in connection with the Company’s share delivery obligations from time to time pursuant to its equity benefits plans.”

Transocean Ltd. reported Full year 2023 results: net income Net loss $954 million, EPS Diluted loss per share $(1.24).

“For the year ended December 31, 2023, net loss attributable to controlling interest totaled $954 million, $1.24 per diluted share.”

Transocean Ltd. reported third quarter 2023 results: revenue $713 million, net income Net loss attributable to controlling interest was $220 million, $0.28 per diluted share, EPS $0.28 per diluted share.

“to this report, is incorporated by reference herein. --- EX-99.1 (EX-99.1) --- ​ TRANSOCEAN LTD. REPORTS THIRD QUARTER 2023 RESULTS ​ ● Total contract drilling revenues were $713 million, compared to $729 million in the second quarter of 2023 (total adjusted contract drilling revenues of $721 million, compared to $748 million in the second quarter of 2023); ●”

Transocean Ltd. amended senior notes.

“The description above does not purport to be complete and is qualified in its entirety by the Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K.”

Transocean Ltd. incurred senior notes of U.S. $325 million in aggregate principal amount of 8.000% Senior Secured Notes due 2028 at 8.000% maturing due 2028.

“On October 11, 2023, in connection with the closing of the previously announced offering by Transocean Aquila Limited (the “Issuer”), a wholly owned indirect subsidiary of Transocean Ltd. (the “Company”), of U.S. $325 million in aggregate principal amount of 8.000% Senior Secured Notes due 2028 (the “Notes”), the Issuer entered into an indenture (the “Indenture”) with the Company, Transocean Inc. (“TINC”) and Transocean DWA Limited (“TDWA” and, together with TINC and the Company, the “Guarantors”), and Truist Bank, as trustee and collateral agent.”

Transocean Ltd.: Articles of Association amended to reflect increase in share capital from CHF 84,371,527.60 divided into 843,715,276 registered shares following issuance of 11,870,376 new shares (effective 2023-09-12).

“On September 12, 2023, the Articles of Association of Transocean Ltd. (the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the issuance of 11,870,376 shares, CHF 0.10 par value, of the Company (the “New Shares”) to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of CHF 1,187,037.60 (the “Capital Increase”).”

Transocean Ltd. reported second quarter 2023 results: revenue $729 million, net income $165 million, $0.22 per diluted share, EPS $0.22 per diluted share.

“to this report, is incorporated by reference herein. --- EX-99.1 (EX-99.1) --- ​ TRANSOCEAN LTD. REPORTS SECOND QUARTER 2023 RESULTS ​ ● Total contract drilling revenues were $729 million, compared to $649 million in the first quarter of 2023 (total adjusted contract drilling revenues of $748 million, compared to $667 million in the first quarter of 2023); ●”

Transocean Ltd. announced a impairment with charges of approximately $60 million.

“the Company expects its second quarter 2023 results to include an estimated non-cash charge of approximately $60 million associated with the impairment of such assets.”

Transocean Ltd.: Organizational Regulations amended by the Board of Directors to align with new Swiss corporate law and related changes (effective 2023-05-12).

“Effective May 12, 2023, the Organizational Regulations (as amended, the “Organizational Regulations”) of the Company were amended by the Company’s Board of Directors to align them with changes that were made to Swiss corporate law effective January 1, 2023, and to make certain related changes, including with respect to the procedures required to consider and approve certain Company actions.”

Transocean Ltd.: Articles of Association amended to reflect shareholder approvals for general capital authorization, specific capital authorization for equity plans, and alignment with new Swiss corporate law (effective 2023-05-11).

“On May 11, 2023, the Articles of Association of the Company were amended (as amended, the “Articles of Association”) to reflect the approval by our shareholders at the AGM of (i) the general capital authorization proposal, which permits the issuance of up to 159,449,067 Shares pursuant to the authorization, for a one-year period expiring on May 11, 2024; (ii) 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 30,000,000 Shares pursuant to the authorization, for a five-year period expiring on May 11, 2028; and (iii) the proposal to amend the Articles of Association to align them with changes that were made to Swiss corporate law effective January 1, 2023, and make certain related changes.”

Transocean Ltd. reported first quarter 2023 results: revenue $649 million, net income $465 million, EPS $0.64 per diluted share.

“TRANSOCEAN LTD. REPORTS FIRST QUARTER 2023 RESULTS ​ ● Total contract drilling revenues were $649 million, compared to $606 million in the fourth quarter of 2022 (total adjusted contract drilling revenues of $667 million, compared to $625 million in the fourth quarter of 2022); ● Revenue efficiency (1) was 97.8%, compared to 98.0% in the prior quarter; ● Operating and maintenance expense was $409 million, compared to $423 million in the prior period; ● Net loss attributable to controlling interest was $465 million, $0.64 per diluted share, compared to $350 million, $0.48 per diluted share, in the fourth quarter of 2022; ● Adjusted EBITDA was $217 million, compared to $140 million in the prior quarter; and ● Contract backlog was $8.6 billion as of the April 2023 Fleet Status Report.”

Transocean Ltd.: Articles of Association amended to reflect increase in issued share capital to 831,844,900 registered shares with a share capital of CHF 83,184,490.00 following the issuance of Treasury Shares (effective 2023-04-06).

“On April 6, 2023, the Articles of Association of Transocean Ltd. (the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the issuance of 34,600,147 shares of the Company (the “Treasury Shares”) to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of CHF 3,460,014.70.”

Transocean Ltd.: Amended Articles of Association to reflect share capital change from conversion of exchangeable bonds (effective 2023-03-28).

“On March 28, 2023, the Articles of Association of Transocean Ltd. the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the previous issuance of 681 Transocean Ltd. shares out of conditional capital in connection with the exercise of certain 0.50% exchangeable senior bonds due 2023 issued by Transocean Inc., a wholly-owned subsidiary of the Company, prior to their maturity on January 30, 2023.”

Transocean Ltd. reported financial results for fourth quarter and full year 2022.

“Transocean Ltd.’s press release dated February 21, 2023, concerning financial results for the fourth quarter and full year 2022, furnished as Exhibit 99.1 to this report, is incorporated by reference herein.”

Transocean Ltd. announced a impairment with charges of approximately $150 million to $160 million affecting stacked, ultra-deepwater drillship Ocean Rig Olympia.

“the Company expects its first-quarter 2023 results to include an estimated non-cash charge ranging from approximately $150 million to $160 million”