THIGPEN JEREMY D 4

What Happened Jeremy D. Thigpen, Executive Chair and Director of Transocean Ltd. (RIG), had deferred/restricted equity convert and vest. On Feb 5, 2026 he converted/received 373,534 shares from vested deferred units (recorded at $0 exercise price) and was also granted 407,332 restricted share units (RSUs). On Feb 6, 2026 he disposed of 147,729 shares at $4.99 per share (proceeds ~$737,168) to satisfy tax withholding obligations. The RSUs are restricted and vest over three future dates.

Key Details

• Primary dates: Feb 5, 2026 (conversion/awards); Feb 6, 2026 (shares sold to cover taxes).
• Transactions reported:
  • M (exercise/conversion): 373,534 shares acquired @ $0.00 (Feb 5, 2026).
  • A (award/grant): 407,332 RSUs acquired @ $0.00 (Feb 5, 2026).
  • F (tax withholding): 147,729 shares disposed @ $4.99 = $737,168 (Feb 6, 2026).
• RSU vesting schedule (from grant): 135,777 on Mar 1, 2027; 135,777 on Mar 1, 2028; 135,778 on Mar 1, 2029.
• Footnotes: the 373,534 shares came from deferred units awarded Feb 9, 2023 that vested Feb 5, 2026 after performance goals; the 147,729-share sale was to satisfy tax withholding.
• Shares owned after the transactions: not specified in the provided filing summary.
• Filing: Form 4 filed with accession 0001240666-26-000002 (filed Feb 9, 2026) reporting the Feb 5–6 transactions.

Context

• The M/A entries reflect conversions/award of deferred units and new RSUs (not cash purchases). The F-code sale is a routine, cashless sale to cover tax withholding and does not necessarily indicate a discretionary investment decision.
• For retail investors, awards and vesting are common in executive compensation; the net effect here is receipt of long-term RSUs (vesting 2027–2029) while a portion of vested shares was sold solely to pay taxes.