DEATON CHAD C 4

What Happened

• Chad C. Deaton, a director of Transocean Ltd. (RIG), had restricted-unit awards convert to 82,353 registered shares on May 22, 2026 (derivative conversion/exercise) at an implied value of $6.81 each (total ~$560,824). To satisfy tax withholding, 20,932 of those shares were sold on May 26, 2026 at $6.70 each (proceeds ~$140,244). On May 22, 2026 he was also granted 30,435 new restricted units that vest later and are payable in registered shares.

Key Details

• Transaction dates and prices:
  • 2026-05-22: Conversion/exercise of derivative → 82,353 shares @ $6.81 = $560,824.
  • 2026-05-26: Shares sold to cover taxes → 20,932 shares @ $6.70 = $140,244.
  • 2026-05-22: Grant of 30,435 restricted units (derivative award; $0 reported until vesting).
• Net immediate change: +61,421 registered shares (82,353 acquired less 20,932 sold) plus 30,435 restricted units that are not yet vested.
• Footnotes:
  • F1: The 82,353 shares came from restricted units originally granted May 30, 2025 that vested May 22, 2026; the reporting person elected to receive registered shares.
  • F2: The 20,932 shares were sold upon vesting to satisfy tax withholding.
  • F3: The 30,435 restricted units were granted May 22, 2026 and vest on the earlier of May 22, 2027 or the next Annual General Meeting.
• Filing timeliness: Report filed 2026-05-27 for transactions on/around 2026-05-22 — this appears late relative to the usual 2-business-day Form 4 deadline (the filing shows a late report).

Context

• These transactions are the routine vesting/conversion of long‑term incentive restricted units and a sale to cover tax withholding — not an open‑market investment decision. The sale was a tax-withholding disposition (F code) rather than a discretionary market sale. New restricted units granted will only convert to shares if/when they vest.