Transocean Ltd. Files 8-K on Equity Sales and Other Events

TL;DR

Transocean filed an 8-K on Aug 19, 2025, covering equity sales and other corporate events.

AI Summary

Transocean Ltd. filed an 8-K on August 19, 2025, reporting on unregistered sales of equity securities, other events, and financial statements. The filing details the company's principal executive offices located at Turmstrasse 30, Steinhausen, Switzerland, and its fiscal year end of December 31.

Why It Matters

This filing provides updates on Transocean's corporate activities, including potential equity transactions and financial reporting, which are important for investors to monitor.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative news.

Key Players & Entities

• Transocean Ltd. (company) — Registrant
• August 19, 2025 (date) — Date of report
• Turmstrasse 30, Steinhausen, Switzerland (location) — Principal executive offices
• 1231 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.10 — xchange on which registered: Shares , $0.10 par value RIG New York Stock Exchan
• $39.7 million — egate principal amount of approximately $39.7 million of Exchangeable Bonds for an aggregate
• $37.3 million — the Exchange Agreements, approximately $37.3 million in aggregate principal amount of the Ex

Filing Documents

• rig-20250819x8k.htm (8-K) — 40KB
• 0001451505-25-000087.txt ( ) — 153KB
• rig-20250819.xsd (EX-101.SCH) — 4KB
• rig-20250819_def.xml (EX-101.DEF) — 3KB
• rig-20250819_lab.xml (EX-101.LAB) — 16KB
• rig-20250819_pre.xml (EX-101.PRE) — 10KB
• rig-20250819x8k_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information included under Item 8.01 is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events As previously announced, a subsidiary of Transocean Ltd. (the "Company") entered into separate, individually negotiated agreements on August 11, 2025 (the "Exchange Agreements") with certain holders (the "EB Holders") of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 (the "Exchangeable Bonds") as part of ongoing efforts to optimize the Company's capital structure. The transactions contemplated by the Exchange Agreements closed on August 19, 2025. Under the terms of the Exchange Agreements, the EB Holders exchanged an aggregate principal amount of approximately $39.7 million of Exchangeable Bonds for an aggregate amount of approximately 13.9 million shares, $0.10 par value, of the Company ("Shares") and an aggregate cash payment of an immaterial amount for accrued and unpaid interest on the exchanged Exchangeable Bonds. Immediately following the closing of the transactions contemplated by the Exchange Agreements, approximately $37.3 million in aggregate principal amount of the Exchangeable Bonds remained outstanding. The issuances of Shares described above are exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving a public offering.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No . Description 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

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: August 19, 2025 By: /s/ Daniel Ro-Trock Daniel Ro-Trock Authorized Person

View Full Filing

View this 8-K filing on SEC EDGAR