Form 8-K

8-K — Transocean Ltd.

Accession: 0001451505-26-000041

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001451505

SIC: 1381 (DRILLING OIL & GAS WELLS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — rig-20260504x8k.htm (Primary)

EX-99.1 (rig-20260504xex99d1.htm)

EX-99.2 (rig-20260504xex99d2.htm)

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8-K

8-K (Primary)

Filename: rig-20260504x8k.htm · Sequence: 1

TRANSOCEAN LTD._May 4, 2026

0001451505false00014515052026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): May 4, 2026

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)

Switzerland

001-38373

98-0599916

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)

Turmstrasse 30

Steinhausen, Switzerland

CH-6312

(Address of principal executive offices)

(Zip Code)

+41 (41) 749-0500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Shares, $0.10 par value

RIG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

Emerging growth company ☐

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. ☐

Item 2.02.

Results of Operations and Financial Condition

Transocean Ltd.’s press release dated May 4, 2026, concerning financial results for the first quarter 2026, furnished as Exhibit 99.1 to this report, is incorporated by reference herein.

Item 7.01.

Regulation FD Disclosure

We issue a report entitled “Transocean Fleet Status Report,” which includes drilling rig status and contract information. A report dated May 4, 2026, is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. You may subscribe to the Transocean “E-mail Alerts,” which based upon your selections will alert you to new Transocean press releases, financial and other updates. This free service will send you an automated email containing the Fleet Status Report press release and a link to our website: www.deepwater.com, where the reports are posted each quarter under “Investors/Fleet Status Report.” You may subscribe to this service in the footer of any of the website’s Investors pages by selecting “E-mail Alerts” then providing your email address. Please select the alerts to which you prefer to subscribe and click “Submit.”

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Number

Description

99.1

Press Release Reporting First Quarter 2026 Financial Results

99.2

Fleet Status Report dated May 4, 2026

101

Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language

104

Cover Page Interactive Data File (formatted as inline XBRL)

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.

TRANSOCEAN LTD.

Date: May 4, 2026

/s/ Debra Kupferman

Debra Kupferman

Authorized Person

EX-99.1

Filename: rig-20260504xex99d1.htm · Sequence: 2

EXHIBIT 99.1

TRANSOCEAN LTD. REPORTS first QUARTER 2026 RESULTS

STEINHAUSEN, Switzerland, May 4, 2026—Transocean Ltd. (NYSE: RIG) today reported financial results for the first quarter of 2026. The Company will host a conference call and webcast at 9 a.m. EDT, 3 p.m. CEST, on Tuesday, May 5, 2026, with participation details included in this release. In addition, supplemental schedules have been posted to the Investors section of the Company’s website at www.deepwater.com.

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.

● Adjusted EBITDA was $440 million, with adjusted EBITDA margin exceeding 40%.

● Net cash provided by operating activities was $164 million; net of capital expenditures of $28 million, Free Cash Flow was $136 million.

● Accelerated retirement of $358 million remaining principal amount of the 8.375% Senior Secured Notes due 2028 (the Deepwater Titan Notes), reducing interest to maturity by nearly $40 million.

● Ended the period with total liquidity of $1.125 billion, including the undrawn revolving credit facility.

● Added $1.6 billion in contract backlog(2) at a weighted average dayrate of about $410,000.

“The Transocean team delivered exceptional performance to start the year,” said Keelan Adamson, President and Chief Executive Officer. “During the quarter, we executed new or extended contracts on five rigs increasing our total backlog to $7.1 billion which, reflecting demand for our differentiated assets, contains an implied average dayrate of over $450,000. We also exceeded our revenue expectations for the quarter and achieved a strong adjusted EBITDA margin above 40%. We continued to enhance our financial flexibility by accelerating debt retirement, reducing interest expense and simplifying our balance sheet.

“Recent global events clearly underscore the importance of secure and reliable hydrocarbon supply. We continue to believe that we are in the early days of a multi-year upcycle with increasing demand for offshore exploration and development drilling services. Transocean is very well-positioned to play a key role in developing these offshore resources and creating long-term shareholder value.”

1Q26 Financial Summary

Three months ended

March 31,

December 31,

sequential

March 31,

year-over-year

2026

2025

change

2025

change

(In millions, except per share amounts and percentages)

Contract drilling revenues

1,081

1,043

906

175

Revenue efficiency

97.3

96.2

95.5

Operating and maintenance expense

606

605

(1)

618

Net income (loss)

(79)

150

Basic earnings (loss) per share

0.06

0.02

0.04

(0.09)

0.15

Diluted earnings (loss) per share

0.06

0.02

0.04

(0.11)

0.17

Adjusted EBITDA

440

385

244

196

Adjusted EBITDA margin

40.7

36.8

26.9

Adjusted net income (loss)

(28)

(49)

(65)

Adjusted diluted earnings (loss) per share

(0.03)

0.02

(0.05)

(0.10)

0.07

Net cash provided by operating activities

164

349

(185)

138

Free Cash Flow

136

321

(185)

(34)

170

Total debt, principal amount, end of period

5,137

5,686

(549)

6,734

(1,597)

● Favorable contract drilling revenues were primarily related to improved rig utilization, higher revenue efficiency and increased average daily revenues across the fleet.

● Interest expense, excluding the $153 million effect of the bifurcated exchange feature of the 4.625% Exchangeable Bonds due 2029, was $123 million.

● Net cash provided by operating activities was $164 million reflecting timing of payments from customers and increased payroll obligations in the period.

● Cash taxes paid in the period were $11 million.

● The Company early retired the Deepwater Titan Notes in full on March 20, 2026. The outstanding principal amount of $358 million, plus a call premium and accrued but unpaid interest, was settled with cash on hand and funds from the associated debt service reserve account.

Fleet Status Report and contract backlog

● The Company today issued its Fleet Status Report. Since the February 2026 report, we added five new fixtures with an aggregate incremental backlog of approximately $1.6 billion and a weighted average dayrate of about $410,000.

● As of May 4, 2026, the total backlog is approximately $7.1 billion.

2026 Second Quarter and Full Year OUTLOOK

The following table includes guidance on key items for the second quarter and full year of 2026:

2Q26E

FY26E

(In millions, except percentages)

Contract drilling revenues

930 – 970

3,800 – 3,900

Revenue efficiency, fleet wide (1)

96.50%

Selected costs and expenses

Operating and maintenance expense

630 – 660

2,250 – 2,375

General and administrative

40 – 45

170 – 180

Interest expense

113

610

Interest income

5 – 10

25 – 30

Capital expenditures

30 – 40

150

Cash taxes

70 – 75

Total liquidity

—

1,250 – 1,350

Conference Call Information

Transocean will host a conference call at 9 a.m. EDT, 3 p.m. CEST, on Tuesday, May 5, 2026, to discuss the results. To participate, dial +1 785-424-1634 approximately 15 minutes prior to the scheduled start time and refer to conference code 948789.

The call will be webcast in a listen-only mode at: www.deepwater.com, by selecting Investors, News, and Webcasts. Supplemental materials that may be referenced during the call will be available at: www.deepwater.com, by selecting Investors, Financial Reports.

A replay of the call will be available after 12 p.m. EDT, 6 p.m. CEST, on Tuesday, May 5, 2026. The replay, which will be archived for approximately 30 days, can be accessed at +1 402-220-7203, passcode 948789. The replay will also be available on the Company’s website.

Non-GAAP Financial Measures

We present our operating results in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). We believe certain financial measures, such as EBITDA, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. We believe that such non-GAAP measures, when read in conjunction with our operating results presented under U.S. GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our industry, without regard to financing methods, historical cost basis or capital structure. Such non-GAAP measures should be considered as a supplement to, and not as a substitute for, financial measures prepared in accordance with U.S. GAAP.

All non-GAAP measure reconciliations to the most comparative U.S. GAAP measures are displayed in quantitative schedules on the company’s website at: www.deepwater.com.

About Transocean

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services and operates the highest specification floating offshore drilling fleet in the world.

Transocean owns or has partial ownership interests in and operates a fleet of 27 mobile offshore drilling units, consisting of 20 ultra-deepwater drillships and seven harsh environment semisubmersibles.

For more information about Transocean, please visit: www.deepwater.com.

Forward-Looking Statements

The statements described herein or in the Fleet Status Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “believe,” “primarily,” “should,” “outlook,” “future,” “schedule,” “progress,” “possible,” “will,” “expect,” “estimate,” “may,” “approximate,” “could,” “plan,” or other similar expressions. Forward-looking statements in the Fleet Status Report include, but are not limited to, statements involving estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time, sales of drilling units, and the cost and timing of mobilizations and reactivations. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the level of activity in offshore oil and gas exploration and development, exploration success by producers, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including our expectations regarding the timing, completion and anticipated benefits of the proposed business combination with Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, and those and other risks discussed in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company's other filings with the SEC, which are available free of charge on the SEC's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or the other consequences of such a development worsen, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements, each of which speaks only as of the date of the particular statement. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law.

This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of Transocean and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean.

Notes

1. Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations. See the accompanying schedule entitled “Revenue Efficiency.”

2. Contract backlog is defined as the maximum contractual operating dayrate multiplied by the number of days remaining in the firm contract period, including certain performance-based provisions for which achievement is probable, excluding provisions for mobilization, demobilization, contract preparation, other incentive provisions or reimbursement revenues, which are not expected to be material to our contract drilling revenues. The contract backlog represents the maximum contract drilling revenues that can be earned considering the reported operating dayrate in effect during the firm contract period.

3. Effective Tax Rate is defined as income tax expense or benefit divided by income or loss before income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”

Analyst Contact:

Sarah Davidson

+1 713-232-7217

Media Contact:

Kristina Mays

+1 713-232-7734

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(Unaudited)

Three months ended

March 31,

2026

2025

Contract drilling revenues

1,081

906

Costs and expenses

Operating and maintenance

606

618

Depreciation and amortization

143

176

General and administrative

798

844

Gain on disposal of assets, net

Operating income

287

Other income (expense), net

Interest income

Interest expense

(276)

(116)

Loss on retirement of debt

(11)

—

Other, net

(270)

(104)

Income (loss) before income taxes

(40)

Income tax expense (benefit)

(54)

Net income (loss)

(79)

Earnings (loss) per share

Basic

0.06

(0.09)

Diluted

0.06

(0.11)

Weighted-average shares outstanding

Basic

1,109

883

Diluted

1,124

958

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

(Unaudited)

March 31,

December 31,

2026

2025

Assets

Cash and cash equivalents

330

620

Accounts receivable, net of allowance of $2 at March 31, 2026 and December 31, 2025

638

540

Materials and supplies, net of allowance of $144 and $140 at March 31, 2026 and December 31, 2025, respectively

383

378

Assets held for sale

Restricted cash and cash equivalents

285

377

Other current assets

129

142

Total current assets

1,766

2,081

Property and equipment

17,465

17,451

Less accumulated depreciation

(5,006)

(4,874)

Property and equipment, net

12,459

12,577

Deferred tax assets, net

Other assets

879

923

Total assets

15,151

15,642

Liabilities and equity

Accounts payable

229

242

Accrued income taxes

Debt due within one year

329

445

Other current liabilities

562

627

Total current liabilities

1,148

1,336

Long-term debt

4,945

5,212

Deferred tax liabilities, net

317

404

Other long-term liabilities

549

582

Total long-term liabilities

5,811

6,198

Commitments and contingencies

Shares, $0.10 par value, 1,204 authorized, 141 conditionally authorized, 1,204 issued at March 31, 2026

and December 31, 2025, and 1,107 and 1,102 outstanding at March 31, 2026 and December 31, 2025, respectively

111

110

Additional paid-in capital

15,611

15,604

Accumulated deficit

(7,389)

(7,460)

Accumulated other comprehensive loss

(141)

(146)

Total equity

8,192

8,108

Total liabilities and equity

15,151

15,642

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

Three months ended

March 31,

2026

2025

Cash flows from operating activities

Net income (loss)

(79)

Adjustments to reconcile to net cash provided by operating activities:

Depreciation and amortization

143

176

Share-based compensation expense

Gain on disposal of assets, net

(4)

(2)

Amortization of debt-related balances, net

(Gain) loss on adjustment to bifurcated compound exchange feature

153

(36)

Loss on retirement of debt

—

Deferred income tax expense (benefit)

(73)

Other, net

(1)

Changes in contract liabilities, net

(42)

(38)

Changes in deferred costs, net

(12)

Changes in other operating assets and liabilities, net

(143)

(23)

Net cash provided by operating activities

164

Cash flows from investing activities

Capital expenditures

(28)

(60)

Proceeds from disposal of assets, net of costs to sell

Proceeds from disposal of investment in note receivable from unconsolidated affiliate

—

Net cash provided by (used in) investing activities

(58)

Cash flows from financing activities

Repayments of debt

(556)

(210)

Other, net

—

(8)

Net cash used in financing activities

(556)

(218)

Net decrease in unrestricted and restricted cash and cash equivalents

(382)

(250)

Unrestricted and restricted cash and cash equivalents, beginning of period

997

941

Unrestricted and restricted cash and cash equivalents, end of period

615

691

TRANSOCEAN LTD. AND SUBSIDIARIES

FLEET OPERATING STATISTICS

Three months ended

March 31,

December 31,

March 31,

Contract Drilling Revenues (in millions)

2026

2025

Ultra-deepwater floaters

748

724

658

Harsh environment floaters

333

319

248

Total contract drilling revenues

1,081

1,043

906

Three months ended

March 31,

December 31,

March 31,

Average Daily Revenue (1)

2026

2025

Ultra-deepwater floaters

480,700

466,000

443,600

Harsh environment floaters

463,800

449,800

443,600

Total fleet average daily revenue

475,600

461,300

443,600

Three months ended

March 31,

December 31,

March 31,

Revenue Efficiency (2)

2026

2025

Ultra-deepwater floaters

97.6

95.7

94.3

Harsh environment floaters

96.7

97.2

99.3

Total fleet average revenue efficiency

97.3

96.2

95.5

Three months ended

March 31,

December 31,

March 31,

Utilization (3)

2026

2025

Ultra-deepwater floaters

82.1

61.5

Harsh environment floaters

100.0

96.6

69.5

Total fleet average rig utilization

86.7

85.8

63.4

(1) Average daily revenue is defined as operating revenues, excluding revenues for contract terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a day for which a rig is contracted to earn a dayrate during the firm contract period after operations commence.

(2) Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.

(3) Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.

Transocean Ltd. and subsidiaries

Non-GAAP Financial Measures and Reconciliations

Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share

(in millions, except per share data)

YTD

03/31/26

Net income

Acquisition and restructuring costs

Gain on disposal of assets, net

(5)

Loss on retirement of debt

Discrete tax items

(110)

Adjusted Net Loss

(28)

Diluted earnings per share

0.06

Acquisition and restructuring costs

—

Gain on disposal of assets, net

—

Loss on retirement of debt

0.01

Discrete tax items

(0.10)

Adjusted Diluted Loss Per Share

(0.03)

YTD

QTD

YTD

QTD

YTD

QTD

YTD

12/31/25

09/30/25

06/30/25

03/31/25

Net income (loss) attributable to controlling interest

(2,915)

(2,940)

(1,923)

(1,017)

(938)

(79)

Restructuring costs

—

Loss on impairment of assets, net of tax

3,036

—

3,036

1,908

1,128

—

Gain on disposal of assets, net

(4)

—

Loss on conversion of debt to equity

—

Gain on retirement of debt

(3)

—

Discrete tax items

(179)

(182)

(1)

(181)

(195)

Adjusted Net Income (Loss)

(46)

(65)

Diluted earnings (loss) per share

(3.04)

0.02

(3.23)

(2.00)

(1.15)

(1.06)

(0.11)

Restructuring costs

—

Loss on impairment of assets, net of tax

3.16

—

3.34

1.98

1.27

—

Gain on disposal of assets, net

—

Loss on conversion of debt to equity

0.10

—

0.11

0.08

0.03

—

Gain on retirement of debt

—

Discrete tax items

(0.18)

—

(0.20)

—

(0.20)

(0.22)

0.01

Dilutive effect, 4.625% exchangeable bonds due December 2029

—

(0.03)

—

(0.05)

(0.02)

—

Adjusted Diluted Earnings (Loss) Per Share

0.04

0.02

(0.01)

0.06

(0.10)

—

(0.10)

Transocean Ltd. and subsidiaries

Non-GAAP Financial Measures and Reconciliations

Earnings Before Interest, Taxes, Depreciation and Amortization and Related Margins

(in millions, except percentages)

YTD

03/31/26

Contract drilling revenues

1,081

Net income

Interest expense, net of interest income

266

Income tax benefit

(54)

Depreciation and amortization

143

EBITDA

426

Acquisition and restructuring costs

Gain on disposal of assets, net

(4)

Loss on retirement of debt

Adjusted EBITDA

440

Profit margin

6.5

EBITDA margin

39.4

Adjusted EBITDA margin

40.7

YTD

QTD

YTD

QTD

YTD

QTD

YTD

12/31/25

09/30/25

06/30/25

03/31/25

Contract drilling revenues

3,965

1,043

2,922

1,028

1,894

988

906

Net income (loss)

(2,915)

(2,940)

(1,923)

(1,017)

(938)

(79)

Interest expense, net of interest income

515

163

352

142

210

102

108

Income tax expense (benefit)

(33)

(90)

(116)

(155)

Depreciation and amortization

659

147

512

161

351

175

176

EBITDA

(1,774)

392

(2,166)

(1,594)

(572)

(816)

244

Restructuring costs

—

Loss on impairment of assets

3,049

—

3,049

1,913

1,136

—

Gain on disposal of assets, net

(4)

—

Gain on retirement of debt

(3)

—

Loss on conversion of debt to equity

—

Adjusted EBITDA

1,370

385

985

397

588

344

244

Profit (loss) margin

(73.5)

2.4

(100.6)

(187.0)

(53.7)

(94.9)

(8.7)

EBITDA margin

(44.8)

37.5

(74.1)

(154.9)

(30.2)

(82.5)

26.9

Adjusted EBITDA margin

34.6

36.8

33.8

38.7

31.1

34.9

26.9

Transocean Ltd. and subsidiaries

Supplemental Effective Tax Rate Analysis

(in millions, except tax rates)

Three months ended

March 31,

December 31,

March 31,

2026

2025

Income (loss) before income taxes

(40)

Acquisition and restructuring costs

—

Gain on disposal of assets, net

(4)

—

(Gain) loss on retirement of debt

(3)

—

Adjusted income (loss) before income taxes

(40)

Income tax expense (benefit)

(54)

Acquisition and restructuring costs

—

Gain on disposal of assets, net

—

(Gain) loss on retirement of debt

—

Changes in estimates (1)

110

(3)

(14)

Adjusted income tax expense

Effective Tax Rate (2)

(335.3)

68.8

(95.8)

Effective Tax Rate, excluding discrete items (3)

192.0

72.3

(62.3)

(1) Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws, operational changes and rig movements that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.

(2) Our effective tax rate is calculated as income tax expense or benefit divided by income or loss before income taxes.

(3) Our effective tax rate, excluding discrete items, is calculated as income tax expense or benefit, excluding various discrete items (such as changes in estimates and tax on items excluded from income or loss before income taxes), divided by income or loss before income taxes, excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes related to estimating the annual effective tax rate.

Transocean Ltd. and subsidiaries

Non-GAAP Financial Measures and Reconciliations

Free Cash Flow and Levered Free Cash Flow

(in millions)

YTD

03/31/26

Net cash provided by operating activities

164

Capital expenditures

(28)

Free Cash Flow

136

Debt repayments

(556)

Debt repayments, paid from debt proceeds

—

Levered Free Cash Flow

(420)

YTD

QTD

YTD

QTD

YTD

QTD

YTD

12/31/25

09/30/25

06/30/25

03/31/25

Net cash provided by operating activities

749

349

400

246

154

128

Capital expenditures

(123)

(28)

(95)

(11)

(84)

(24)

(60)

Free Cash Flow

626

321

305

235

104

(34)

Debt repayments

(1,556)

(1,106)

(450)

(210)

(240)

(30)

(210)

Debt repayments, paid from debt proceeds

492

—

Levered Free Cash Flow

(438)

(293)

(145)

(170)

(244)

EX-99.2

Filename: rig-20260504xex99d2.htm · Sequence: 3

EXHIBIT 99.2

Transocean Ltd. Provides Quarterly Fleet Status Report

STEINHAUSEN, Switzerland—May 4, 2026—Transocean Ltd. (NYSE: RIG) today issued a quarterly Fleet Status Report that provides the current status of, and contract information for, the company’s fleet of offshore drilling rigs.

Updates

This quarter’s report includes the following updates:

● Transocean Barents – Awarded a 1,095-day contract with Vår Energi ASA in Norway.

● Deepwater Orion – Awarded a 1,095-day contract extension with Petrobras in Brazil.

● Deepwater Aquila – Awarded a 365-day contract extension with Petrobras in Brazil.

● Deepwater Corcovado – Awarded a 1,156-day contract extension with Petrobras in Brazil.

● Deepwater Asgard – Awarded a five-well contract in the Eastern Mediterranean Sea.

The aggregate incremental backlog associated with these fixtures is approximately $1.6 billion. As of May 4, 2026, the company’s total backlog is approximately $7.1 billion.

The report can be accessed on the company’s website: www.deepwater.com.

About Transocean

Transocean owns or has partial ownership interests in and operates a fleet of 27 mobile offshore drilling units, consisting of 20 ultra-deepwater floaters and seven harsh environment floaters.

Forward-Looking Statements

The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “approximately,” “expected,” “estimated,” or other similar expressions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are beyond our control, and in many cases, cannot be predicted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially include, but are not limited to, the level of activity in offshore oil and gas exploration and development, exploration success by producers, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including our expectations regarding the timing, completion and anticipated benefits of the proposed business combination with Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, and other risks discussed in the company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, and in the company’s other filings with the SEC, which are available free of charge on the SEC’s website at: www.sec.gov. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law. All non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on the company’s website at www.deepwater.com.

This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean. Investors must rely on their own evaluation of Transocean and its securities, including the merits and risks involved, when making any investment decision involving Transocean securities.

Analyst Contact:

Sarah Davidson

+1 713-232-7217

Media Contact:

Kristina Mays

+1 713-232-7734

Updated: May 4, 2026

Significant Updates Noted in Bold

Primary

Dayrate on

Hookload

Yr.

Estimated

Current

Footnote

Capacity

Entered

Start

End

Contract

Rig Type/Name

References

(Short Tons)

Service

Location

Customer

Status

Date

(Dollars)

Additional Comments

Ultra-Deepwater Drillships (20)

Deepwater Titan

1,700

2023

USGOM

Chevron

Firm

Apr-23

Apr-28

462,000

Deepwater Atlas

1,700

2022

USGOM

Beacon

Firm

Apr-26

Sep-26

580,000

USGOM

Beacon

Contingent

Sep-26

Nov-26

650,000

USGOM

Beacon

Firm

Nov-26

580,000

USGOM

Beacon

Contingent

Nov-26

Jan-27

650,000

USGOM

Beacon

Firm

Jan-27

580,000

USGOM

Beacon

Firm

Jan-27

Jun-27

505,000

USGOM

Firm

Jun-28

May-29

635,000

USGOM

Firm

Jun-29

May-30

635,000

Deepwater Aquila

1, 2, 3

1,400

2024

Brazil

Petrobras

Firm

Apr-26

Dec-26

435,000

1, 2, 3

Brazil

Petrobras

Firm

Jan-27

Jun-28

440,000

Deepwater Poseidon

1,400

2018

USGOM

Shell

Firm

Sep-18

Feb-28

499,000

Deepwater Pontus

1,400

2017

USGOM

Shell

Firm

Oct-17

Oct-27

496,000

Deepwater Conqueror

1,400

2016

USGOM

Not Disclosed

Firm

Oct-25

Sep-26

530,000

Deepwater Proteus

1,400

2016

USGOM

Idle

Apr-26

Deepwater Thalassa

1,400

2016

Mexico

Woodside

Firm

Mar-26

Feb-29

495,000

Deepwater Asgard

1,400

2014

USGOM

Not Disclosed

Firm

Jun-25

Jun-26

515,000

Eastern Med

Not Disclosed

Firm

Dec-26

Dec-27

405,000

Deepwater Invictus

1,400

2014

USGOM

Firm

Apr-25

Apr-28

485,000

Deepwater Skyros

1,250

2013

Ivory Coast

Murphy

Firm

Dec-25

May-26

361,000

1,250

2013

Ivory Coast

Murphy

Priced Option

May-26

Jun-26

361,000

Australia

Not Disclosed

Firm

Mar-27

Jan-28

Not Disclosed

Australia

Not Disclosed

Priced Options

Jan-28

Jul-30

Not Disclosed

Deepwater Corcovado

123

1,000

2011

Brazil

Petrobras

Firm

Apr-26

Dec-26

376,000

123

Brazil

Petrobras

Firm

Jan-27

Nov-30

387,000

Deepwater Mykonos

1,000

2011

Out of Service

May-26

Aug-26

71 days - Contract Preparation

Brazil

Firm

Sep-26

Jun-27

426,000

Deepwater Orion

123

1,000

2011

Brazil

Petrobras

Firm

Apr-26

Dec-26

373,000

123

Brazil

Petrobras

Firm

Jan-27

Mar-30

387,000

Dhirubhai Deepwater KG2

123

1,000

2010

Brazil

Petrobras

Firm

Jun-24

May-26

452,000

Petrobras 10000

1, 2

1,000

2009

Brazil

Petrobras

Firm

Oct-25

Oct-26

413,000

Brazil

Petrobras

Firm

Oct-26

Oct-27

425,000

1, 2

Brazil

Petrobras

Firm

Oct-27

Oct-28

438,000

1, 2

Brazil

Petrobras

Firm

Oct-28

Aug-29

451,000

Dhirubhai Deepwater KG1

1,000

2009

India

ONGC

Firm

May-24

Jul-26

348,000

India

Out of Service

Aug-26

Oct-26

74 days - Contract Preparation

India

Reliance Industries

Firm

Oct-26

May-28

410,000

India

Reliance Industries

Priced Options

May-28

Sep-29

Not Disclosed

Ocean Rig Apollo

1,250

2015

Stacked

Stacked May-16

Ocean Rig Athena

1,250

2014

Stacked

Stacked Mar-17

Ocean Rig Mylos

1,250

2013

Stacked

Stacked Sep-16

Q2 2026

Q3 2026

Q4 2026

Q1 2027

Estimated Average Contract Dayrates (4)

$455,000

$462,000

$444,000

$447,000

Harsh Environment Semisubmersibles (7)

Transocean Norge

2, 3

Norway

Harbour Energy / OMV

Firm

Jan-26

Nov-27

456,000

Transocean Spitsbergen

1, 2, 3

1,000

2010

Norway

Equinor

Firm

Mar-26

Jan-27

401,000

1, 2, 3

Norway

Equinor

Firm

Jan-27

Oct-27

503,000

Transocean Barents

1,000

2009

Romania

OMV Petrom S.A.

Firm

Mar-25

Sep-26

465,000

Romania

OMV Petrom S.A.

Firm

Sep-26

Mar-27

480,000

Not Disclosed

Out of Service

Mar-27

Jul-27

135 days - Mobilization & Contract Preparation

1, 2

Norway

Vår Energi ASA

Firm

Jul-27

Jul-30

451,000

1, 2

Norway

Vår Energi ASA

Priced Options

Jul-30

Jul-34

Not Disclosed

Transocean Enabler

1, 2, 3

750

2016

Norway

Equinor

Out of Service

Apr-26

May-26

34 days - Planned Maintenance

Norway

Equinor

Firm

May-26

Oct-26

420,000

1, 2, 3

Norway

Equinor

Firm

Oct-26

Mar-28

460,000

Transocean Encourage

1, 2, 3

750

2016

Norway

Not Disclosed

Firm

Jan-26

Mar-27

495,000

1, 2, 3

Norway

Not Disclosed

Firm

Mar-27

Mar-28

421,000

Transocean Endurance

750

2015

Australia

Woodside

Firm

Feb-26

Aug-26

390,000

Australia

Woodside

Firm

Aug-26

Oct-26

419,000

Transocean Equinox

750

2015

Australia

Not Disclosed

Firm

Apr-25

Aug-26

485,000

Australia

Not Disclosed

Firm

Sep-26

Nov-26

540,000

Q2 2026

Q3 2026

Q4 2026

Q1 2027

Estimated Average Contract Dayrates (4)

$447,000

$448,000

$463,000

$471,000

Revisions Noted in Bold

Footnotes

Dayrate could change in the future due to cost escalations or de-escalations.

Dayrate includes a non-USD currency component.

The contract has a bonus incentive opportunity that is not reflected in the contract dayrate.

The average contractual dayrate relative to our contract backlog is defined as the average maximum contractual operating dayrate to be earned per operating day and certain performance-based provisions expected to be achieved in the measurement period

Disclaimers & Definitions

The information contained in this Fleet Status Report (the “Information”) is as of the date of the report only and is subject to change without notice to the recipient. Transocean Ltd. assumes no duty to update any portion of the Information.

DISCLAIMER. NEITHER TRANSOCEAN LTD. NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) REGARDING THE INFORMATION CONTAINED IN THIS REPORT, WHICH INFORMATION IS PROVIDED “AS IS.” Neither Transocean Ltd. nor its affiliates will be liable to any recipient or anyone else for any inaccuracy, error or omission, regardless of cause, in the information set forth in this report or for any damages (whether direct or indirect, consequential, punitive or exemplary) resulting therefrom.

No Unauthorized Publication or Use. All information provided by Transocean in this report is given for the exclusive use of the recipient and may not be published, redistributed or retransmitted without the prior written consent of Transocean.

Customer Contract Duration, Timing and Dayrates and Risks Associated with Operations. The duration and timing (including both starting and ending dates) of the customer contracts are estimates only, and customer contracts are subject to cancellation, suspension and delays for a variety of reasons, including some beyond the control of Transocean. Also, the dayrates set forth in the report are estimates based upon the full contractual operating dayrate. However, the actual average dayrate earned over the course of any given contract will be lower and could be substantially lower. The actual average dayrate will depend upon a number of factors (rig downtime, suspension of operations, etc.) including some beyond the control of Transocean. Our customer contracts and operations are generally subject to a number of risks and uncertainties, and we urge you to review the description and explanation of such risks and uncertainties in our filings with the Securities and Exchange Commission (SEC), which are available free of charge on the SEC’s website at www.sec.gov. The dayrates do not include revenue for mobilizations, demobilizations, upgrades, shipyards or recharges.

Contract backlog. The maximum contractual operating dayrate multiplied by the number of days remaining in the firm contract period, including certain performance-based provisions for which achievement is probable, excluding provisions for mobilization, demobilization, contract preparation, other incentive provisions or reimbursement revenues, which are not expected to be material to our contract drilling revenues. The contract backlog represents the maximum contract drilling revenues that can be earned considering the reported operating dayrate in effect during the firm contract period.

Out of Service. The time associated with committed shipyards, upgrades, surveys, repairs, regulatory inspections, contract preparation or other committed activity on the rig and is not expected to earn an operating dayrate, Contract preparation refers to periods during which the rig is undergoing modifications or upgrades as a result of contract requirements.

•

The references included in this Fleet Status Report may not be firm and could change significantly based on a variety of factors. Any significant changes to our estimates of out of service time will be reflected in subsequent Fleet Status Reports, as applicable.

•

In some instances such as certain mobilizations, upgrades and shipyards, we are paid compensation by our customers that is generally recognized over the life of the primary contract term of the drilling contract.

Forward-Looking Statement. The statements made in the Fleet Status Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements made in the Fleet Status Report include, but are not limited to, statements involving the estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations and planned shipyard projects and other out of service time. Such statements are subject to numerous risks, uncertainties and assumptions, including but not limited to, uncertainties relating to the level of activity in offshore oil and gas exploration and development, exploration success by producers, oil and gas prices, competition and market conditions in the contract drilling industry, shipyard delays, actions and approvals of third parties, possible cancellation or suspension of drilling contracts as a result of mechanical difficulties or performance, Transocean’s ability to enter into and the terms of future contracts, the availability of qualified personnel, labor relations and the outcome

of negotiations with unions representing workers, operating hazards, factors affecting the duration of contracts including well-in-progress provisions, the actual amount of downtime, factors resulting in reduced applicable dayrates, hurricanes and other weather conditions, terrorism, political and other uncertainties inherent in non-U.S. operations (including the risk of war, civil disturbance, seizure or damage of equipment and exchange and currency fluctuations), the impact of governmental laws and regulations, the adequacy of sources of liquidity, the effect of litigation and contingencies and other factors described above and discussed in Transocean’s most recently filed Form 10-K, in Transocean’s Forms 10-Q for subsequent periods and in Transocean’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.

Fleet Classifications. Transocean uses classifications for its drillships and semisubmersibles as follows: “Ultra-Deepwater” are the latest generation of drillships and semisubmersible rigs and are capable of drilling in water depths equal to or greater than 7,500 feet; “Harsh Environment” are premium rigs equipped for year-round operations in harsh environments.

Stacking. An "Idle" rig is primarily between contracts, readily available for operations, and operating costs are typically at or near normal levels. A "Stacked" rig, on the other hand, is primarily manned by a reduced crew or unmanned and typically has reduced operating costs and is (i) preparing for an extended period of inactivity, (ii) expected to continue to be inactive for an extended period, or (iii) completing a period of extended inactivity. However, stacked rigs will continue to incur operating costs at or above normal operating costs for approximately 30 days following initiation of stacking.

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

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dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

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Period Type:

duration