Transocean Ltd.·4

Feb 9, 6:13 PM ET

Vayda Robert Thaddeus 4

4 · Transocean Ltd. · Filed Feb 9, 2026

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Transocean CFO Robert Vayda Receives Awards, Sells Shares for Taxes

What Happened Robert Thaddeus Vayda, Transocean's Chief Financial Officer, received equity awards and converted deferred units that vested. On Feb 5, 2026 he acquired 239,740 restricted share units (RSUs) under the company's long-term incentive plan and converted/received 34,726 shares from vested deferred units (exercise/conversion reported at $0.00). On Feb 6, 2026 he sold 10,947 shares at $4.99 each to satisfy tax withholding obligations, generating proceeds of $54,626. These transactions are compensation-related rather than open-market purchases.

Key Details

  • Filing date / accession: Form 4 filed Feb 9, 2026 (Accession 0002022236-26-000002).
  • Transaction dates: Feb 5, 2026 (award and conversion); Feb 6, 2026 (sale for taxes).
  • Specifics: 239,740 RSUs awarded (acquired @ $0.00); 34,726 shares acquired via exercise/conversion (M) @ $0.00; 10,947 shares sold (F) @ $4.99 = $54,626.
  • Shares owned after transaction: Not specified in the filing; the reporting person disclaims beneficial ownership (footnote).
  • Footnotes of note:
    • Deferred units awarded Feb 9, 2023 vested Feb 5, 2026 upon satisfaction of performance measures (F1).
    • Shares sold on vesting to satisfy tax withholding (F2).
    • Reporting person disclaims beneficial ownership of certain securities (F3).
    • The 239,740 restricted units were acquired Feb 5, 2026 and vest in three equal tranches on Mar 1, 2027; Mar 1, 2028; Mar 1, 2029 (F4).
  • Timeliness: Filed within the required Form 4 window (not marked late).

Context These transactions appear to be standard compensation events: vested deferred units converted to shares and a grant of RSUs that vest over future dates; the small sale was a tax-withholding sale, a routine administrative action rather than a directional market bet. For retail investors, awards and vesting reflect executive compensation, not an open-market purchase that would more directly signal insider bullishness.

Insider Transaction Report

Form 4
Period: 2026-02-05
Vayda Robert Thaddeus
EVP, Chief Financial Officer
Transactions
  • Exercise/Conversion

    Registered Shares

    [F1]
    2026-02-05+34,726269,880 total
  • Tax Payment

    Registered Shares

    [F2]
    2026-02-06$4.99/sh10,947$54,626258,933 total
  • Award

    Restricted Units

    [F4]
    2026-02-05+239,740239,740 total
    Exercise: $0.00Registered Shares (239,740 underlying)
Holdings
  • Registered Shares

    [F3]
    (indirect: By Children)
    91
Footnotes (4)
  • [F1]Deferred Units awarded on February 9, 2023, vested on February 5, 2026, upon satisfaction of the applicable performance measures pursuant to the Issuer's 2023-2025 performance cycle
  • [F2]Shares sold upon vesting to satisfy tax withholding obligations.
  • [F3]The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
  • [F4]The Restricted Units were acquired on February 5, 2026, by the reporting person pursuant to the Issuer's long-term incentive plan. The restricted share units vest as follows: 79,913 on March 1, 2027; 79,913 on March 1, 2028; and 79,914 on March 1, 2029.
Signature
/s/ Debra Kupferman by Power of Attorney|2026-02-09

Documents

1 file
  • 4
    form4-02092026_110254.xmlPrimary