🧾 What This Document Is

This is a DEF 14A Proxy Statement, also known as a "proxy notice." It's an official invitation and information packet sent to shareholders of Transocean Ltd. (RIG) ahead of their 2026 Annual General Meeting. Its main job is to tell shareholders what will be voted on, provide background information, and recommend how to vote. Think of it as the company's "meeting agenda and voter's guide" for its owners.

👉 Why it matters: If you own Transocean stock, this document tells you how your company performed, what major decisions need your approval, and how the leadership is paid. Your vote counts on the proposals listed.

🏢 What The Company Does

Transocean is a giant in the offshore drilling world. In simple terms, they own and operate the most advanced, high-tech rigs that drill for oil and gas in very deep water and harsh environments like the North Sea.

👉 Why it matters: They are a key service provider for major oil companies. Their performance depends on the health of the offshore energy industry and their ability to run complex rigs safely and efficiently. The letter highlights they are celebrating their 100th anniversary in 2026.

📅 Meeting & Voting Basics

• When & Where: Friday, May 22, 2026, at 8:00 a.m. Swiss time at Parkhotel Zug in Zug, Switzerland.
• Record Date: You must be a shareholder of record by May 4, 2026, to vote.
• How to Vote: You can submit your proxy vote by internet (www.proxyvote.com), phone (+1 (800) 690-6903), mobile device (QR code), or mail. The deadline is May 21, 2026.

🚀 Key Moves & Performance Highlights (2025)

The leadership letter outlines a strong year, setting the stage for the big news: a proposed merger.

• Operational Excellence: Achieved 98% fleet uptime and a record-low safety incident rate.
• Financial Discipline: Retired $1.3 billion in debt, cutting annual interest expense by $90 million. Reached 31% cash flow margins in Q4.
• Cost Cutting: Streamlined operations to save about $250 million through 2026.
• The Big Announcement: On February 9, 2026, Transocean announced a definitive agreement to acquire Valaris in an all-stock transaction. This is a transformative deal expected to close in the second half of 2026.

👉 Why it matters: These moves strengthened Transocean's balance sheet and operational profile right before making its biggest strategic move in years—the Valaris merger, which would create a dominant offshore drilling giant with a combined $11 billion backlog.

🤝 The Valaris Deal (The Core Strategic Move)

The planned acquisition of Valaris is the centerpiece of Transocean's future strategy.

• Why? To create an industry leader with the "highest specification fleet" and achieve over $200 million in cost synergies on top of Transocean's standalone savings.
• Goal: To be the "partner of choice" for oil companies as the offshore drilling market enters a potential upcycle.
• What's Next: Shareholder vote on other matters is sought to ensure the company is in strong standing to execute this and other strategic plans. More details on the merger will be shared in the coming quarters.

🗳️ The 11 Agenda Items For Your Vote

Shareholders are asked to vote on a mix of standard and important proposals:

1. Approve 2025 Annual Report & Financials. (Routine)
2. Discharge the Board & Management from Liability for 2025. (Standard Swiss corporate practice)
3. Appropriate Accumulated Losses. (The company has $12.7 billion in accumulated losses to carry forward.)
4. Authorize Share Issuance. Renew the Board's ability to issue up to 240.8 million new shares (~20% of outstanding shares) until May 2027. This provides financial flexibility, potentially for the Valaris deal.
5. Elect 11 Directors. (See the full slate of nominees listed.)
6. Elect the Board Chair. (Jeremy D. Thigpen is nominated.)
7. Elect the Compensation Committee.
8. Reelect the Independent Proxy.
9. Ratify the Auditor. (Ernst & Young.)
10. Advisory Vote on Executive Compensation ("Say-on-Pay").
11. Prospective Vote on Maximum Compensation. Set the max total pay for the Board ($4.121M) and Executive Team ($26M) for the upcoming year.

👉 Why it matters: Items 4, 5, and 10 are particularly significant. Authorizing shares gives management tools for the merger. Electing directors determines oversight. The compensation vote lets shareholders express approval or disapproval of executive pay.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Industry-Leading Fleet: The most advanced deepwater and harsh-environment rigs.
• Operational Performance: Exceptional safety and uptime metrics.
• Proactive Financial Management: Aggressive debt reduction and cost-cutting.
• Strategic Vision: The Valaris merger is a bold bet on market consolidation and future demand.

⚠️ Risks & Challenges:

• Massive Debt Load: Despite reductions, the company still has significant debt (accumulated losses of $12.7B).
• Cyclical Industry: Demand for their services is highly tied to oil prices and offshore drilling investment cycles.
• Merger Integration: Successfully combining with Valaris and realizing the promised $200M in synergies is a major challenge.
• Market Dependence: Their future relies on a "sustained upcycle" in offshore drilling, which isn't guaranteed.

🧠 The Analogy

Transocean is like a veteran battleship that has spent the last year repairing its hull, lightening its load, and stockpiling ammunition (debt reduction, cost cuts). Now, it has announced a plan to merge with another fleet (Valaris) to form an unstoppable armada, just as the stormy seas (offshore market) are predicted to calm and offer rich treasure (demand for hydrocarbons). The crew (shareholders) is being asked to approve the final battle plans and confirm the captains' leadership.

📇 Key Contacts & People

• Corporate Secretary: Transocean Ltd., Turmstrasse 30, 6312 Steinhausen, Switzerland. Phone: +41 (41) 749-0500
• Investor Relations: Transocean Ltd., 1414 Enclave Parkway, Houston, Texas 77077. Phone: +1 (713) 232-7500
• Key Executives (Named in Discharge Proposal):
  • Keelan I. Adamson (President & CEO)
  • Jeremy D. Thigpen (Executive Chair of the Board)
  • R. Thaddeus Vayda
• Independent Proxy: Schweiger Advokatur/Notariat, Dammstrasse 19, 6300 Zug, Switzerland.

🧩 Final Takeaway

This proxy statement is fundamentally about preparing for a new era. Shareholders are being asked to approve the standard corporate governance items that will place Transocean on solid operational and legal footing as it pursues its most significant strategic move in years: the acquisition of Valaris. The vote is a chance to endorse management's successful 2025 performance and its bold vision for a combined future.