Executive Summary

• Transocean Ltd. is a leading global offshore drilling contractor, specializing in ultra-deepwater and harsh environment floaters.
• Fiscal year ended December 31, 2025; Annual Report filed February 23, 2026.
• Shares outstanding as of June 30, 2025: 902,249,348; as of February 17, 2026: 1,102,848,748.
• Aggregate market value of shares held by non-affiliates as of June 30, 2025: \$2.34 billion (based on closing price of \$2.59/share).
• Shares, \$0.10 par value, trading symbol RIG on the New York Stock Exchange.
• Transocean is classified as a large accelerated filer (not a shell company or emerging growth company).
• Annual report includes auditor attestation of internal control effectiveness under Sarbanes-Oxley 404(b).

Key Shareholder Information

• Outstanding Shares Jump: A significant increase in shares outstanding from 902 million (June 2025) to 1.1 billion (Feb 2026), indicating either recent equity issuance or conversions. This could be dilutive to existing shareholders and may affect share price.
• Market Value: At the end of June 2025, public float was valued at \$2.34 billion, reflecting a relatively low share price for a major offshore contractor.
• Securities Registered: Only shares are listed on NYSE; no other securities registered under Section 12(g).
• No Error Restatements: Financial statements do not reflect corrections of previously issued errors or restatements requiring executive compensation clawback analysis.
• Strong Compliance: The company is in full compliance with SEC reporting, and has submitted all Interactive Data Files as required.

Potential Price-Sensitive Issues

• Share Dilution: The increase in shares outstanding may be related to equity issuances, conversions of convertible debt, or warrant exercises. This is highly price-sensitive as dilution impacts earnings per share and shareholder value.
• Debt Instruments: Transocean lists multiple senior notes, secured notes, exchangeable bonds, and shipyard financing arrangements. Investors should monitor maturity profiles, interest rates, and any redemption or refinancing activity, which can impact liquidity and future cash flows.
• Legal Proceedings: The report includes a section on legal proceedings, which could affect financial performance if material litigation or settlements arise.
• Risk Factors: Detailed risk factors are included, covering industry cyclicality, regulatory changes, cybersecurity, and geopolitical risks. Any change in these areas could trigger share price movement.
• Geographical Exposure: Operations are diversified across US, Norway, Brazil, and other countries, exposing the company to currency risks, local regulatory changes, and geopolitical events.
• Equity Method Investments: Holdings in entities like Transocean Norge and Global Sea Mineral Resources are noted. Performance of these investments could affect consolidated results.

Corporate Governance and Compliance

• Well-Known Seasoned Issuer: Transocean is not a shell company, indicating established operations.
• Auditor Attestation: Management’s assessment of internal controls over financial reporting has been attested by the external auditor, signaling strong compliance and governance.
• Proxy Statement: Portions of the annual proxy statement for the 2026 AGM will be incorporated into Part III of the Form 10-K, detailing executive compensation, director info, and governance.

Table of Contents (Key Sections)

Investor Action Points

• Monitor further details on the increase in shares outstanding and any related capital raising or debt conversions.
• Review the Risk Factors and Legal Proceedings sections for any material events that could impact future cash flows or regulatory exposure.
• Track the performance of equity method investments, especially in Norway and mineral resources, as these could provide upside or downside surprises.
• Assess the maturity profile, interest rates, and refinancing risks across Transocean’s complex debt portfolio.
• Look for updates in the forthcoming Proxy Statement for executive compensation and governance developments.