UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): June 3, 2025 (May 28, 2025)

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TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

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Registrant’s telephone number, including area code: +41 (41) 749-0500

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.06Material Impairments.

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On June 3, 2025, Transocean Ltd. (the “Company”) announced that it intends to dispose of, by sale to a third party or by recycling, the following rigs: GSF Development Driller I and Discoverer Luanda, which are classified as held for sale as of May 30, 2025.

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The Company is also evaluating the commercial feasibility of disposing of, by sale to a third party or by recycling, the Development Driller III and Discoverer Inspiration, which were previously classified as held for sale.

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As a result of the decisions taken by the Company on May 30, 2025, 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.

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Item 3.02Unregistered Sales of Equity Securities.

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The information included under Item 5.03 is incorporated herein by reference.

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Company’s 2025 Annual General Meeting of Shareholders held on May 30, 2025 (the “AGM”) in Zug, Switzerland, shareholders of the Company approved the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan (the “Amended and Restated LTIP”). As approved by shareholders, the Amended and Restated LTIP reserves an additional 16,000,000 Transocean Ltd. shares, par value U.S. $0.10 per share (“Shares”), issuable pursuant to awards thereunder.

The foregoing description of the Amended and Restated LTIP is not complete and is subject to and qualified in its entirety by reference to the full text of the Amended and Restated LTIP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The information included under Item 5.07 is incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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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.

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The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Association, amended as of May 28, 2025, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

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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. The

Company’s Articles of Association now reflect a share capital of U.S. $120,400,968.10 divided into 1,204,009,681 fully paid registered Shares.

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The issuances of Shares into treasury described above are intended to allow the Company to timely deliver Shares from time to time pursuant to the capital authorizations approved by the Company’s shareholders and are exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving a public offering.

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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.

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The foregoing descriptions of the Articles of Association and Organizational Regulations do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles of Association, amended as of May 30, 2025, and Organizational Regulations, respectively, copies of which are filed herewith as Exhibit 3.2 and Exhibit 3.3 respectively, and are incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

At the AGM, shareholders of the Company took action on the following matters:

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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Each of the 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the next Annual General Meeting.

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Jeremy D. Thigpen was elected Chair of the Board of Directors of the Company to hold office until the completion of the next Annual General Meeting.

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Each of the three persons listed above was duly elected to serve as a member of the Compensation Committee of the Company to hold office until completion of the next Annual General Meeting.  

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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AGM Agenda Item 5 – Proposal regarding the Amendment of the Articles of Association to Increase the Maximum Number of Members of the Board of Directors to 12 from 11 for a One-Year Period – was not voted on at the AGM because the attendance quorum specified in our Articles of Association for an agenda item of this nature was not satisfied. Following the determination that the applicable attendance quorum was not satisfied for this item, Ms. Margareth Øvrum withdrew her nomination as a director pursuant to the process outlined in the Company’s definitive proxy statement for the AGM under Agenda Item 5.

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For information regarding the applicable quorum and vote standard required to vote upon and pass each matter described in this Item 5.07, please refer to the sections of the Company’s definitive proxy statement for the AGM, under the headings: “Quorum” and “Votes Required.”

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Item 9.01Financial Statements and Exhibits

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(d)  Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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