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Transocean (NYSE: RIG) director Mohn logs share exercise, RSU grant and tax withholding

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Transocean Ltd. director Frederik Wilhelm Mohn reported routine equity compensation activity and related tax withholding. On May 22, 2026, he exercised derivatives to acquire 82,353 Registered Shares at $6.81 per share and received a grant of 30,435 Restricted Units, which are 1‑for‑1 registered share equivalents under the company’s long‑term incentive plan. The new Restricted Units vest on the earlier of May 22, 2027 or the next annual general meeting and will be settled in registered shares after vesting. On May 26, 2026, 25,597 Registered Shares were withheld and sold to satisfy tax withholding obligations upon vesting of prior awards. After these transactions, Mohn holds 78,904 Registered Shares directly and is the indirect beneficial owner of 96,574,894 Registered Shares held by Perestroika (Cyprus) Ltd., a subsidiary of Perestroika AS, which he ultimately owns.

Positive

  • None.

Negative

  • None.
Insider Mohn Frederik Wilhelm
Role null
Type Security Shares Price Value
Tax Withholding Registered Shares 25,597 $6.70 $171K
Grant/Award Restricted Units 30,435 $0.00 --
Exercise Registered Shares 82,353 $6.81 $561K
holding Registered Shares -- -- --
Holdings After Transaction: Registered Shares — 78,904 shares (Direct, null); Restricted Units — 30,435 shares (Direct, null); Registered Shares — 96,574,894 shares (Indirect, By Perestroika (Cyprus) Ltd.)
Footnotes (1)
  1. Restricted Units, which are 1-for-1 share equivalents, acquired on May 30, 2025, pursuant to the Issuer's long-term incentive plan. The restricted share units vested on May 22, 2026, and the reporting person elected not to defer the receipt of the registered shares. Shares sold upon vesting to satisfy tax withholding obligations. These securities are held directly by Perestroika (Cyprus) Ltd., which is a wholly owned subsidiary of Perestroika AS. Mr. Frederik Mohn is the sole director and owner of Perestroika AS and is the indirect beneficial owner of all securities owned by Perestroika AS. Restricted Units, which are 1-for-1 registered share equivalents, were acquired on May 22, 2026, pursuant to the Issuer's long-term incentive plan. Restricted Units vest on the earlier of: (i) May 22, 2027, or (ii) the date of the next Annual General Meeting of the Company's shareholders following the May 22, 2026 grant date. Such Restricted Units will be payable in registered shares of the Issuer following the applicable vesting date, pursuant to the terms and conditions of the award.
Shares acquired via exercise 82,353 Registered Shares at $6.81 Derivative exercise on May 22, 2026
New Restricted Units granted 30,435 Restricted Units Grant on May 22, 2026 under long-term incentive plan
Shares sold for tax withholding 25,597 Registered Shares at $6.70 Tax withholding disposition on May 26, 2026
Direct holdings after transactions 78,904 Registered Shares Direct ownership following May 26, 2026
Indirect holdings via Perestroika 96,574,894 Registered Shares Held by Perestroika (Cyprus) Ltd.
Restricted Unit vesting date Earlier of May 22, 2027 or next AGM Vesting terms for 30,435 Restricted Units
Restricted Units financial
"Restricted Units, which are 1-for-1 registered share equivalents, were acquired on May 22, 2026"
long-term incentive plan financial
"pursuant to the Issuer's long-term incentive plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
tax withholding obligations financial
"Shares sold upon vesting to satisfy tax withholding obligations"
indirect beneficial owner financial
"Mr. Frederik Mohn is the sole director and owner of Perestroika AS and is the indirect beneficial owner"
Annual General Meeting financial
"vest on the earlier of: (i) May 22, 2027, or (ii) the date of the next Annual General Meeting"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mohn Frederik Wilhelm
(Last)(First)(Middle)
TURMSTRASSE 30
(Street)
STEINHAUSEN6312
(City)(State)(Zip)
SWITZERLAND
(Country)		2. Issuer Name and Ticker or Trading Symbol
Transocean Ltd. [ RIG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Registered Shares05/22/2026M82,353(1)A$6.81104,501D
Registered Shares05/26/2026F25,597(2)D$6.778,904D
Registered Shares96,574,894IBy Perestroika (Cyprus) Ltd.(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Units$005/22/2026A30,435 (4) (4)Registered Shares30,435$030,435D
Explanation of Responses:
1. Restricted Units, which are 1-for-1 share equivalents, acquired on May 30, 2025, pursuant to the Issuer's long-term incentive plan. The restricted share units vested on May 22, 2026, and the reporting person elected not to defer the receipt of the registered shares.
2. Shares sold upon vesting to satisfy tax withholding obligations.
3. These securities are held directly by Perestroika (Cyprus) Ltd., which is a wholly owned subsidiary of Perestroika AS. Mr. Frederik Mohn is the sole director and owner of Perestroika AS and is the indirect beneficial owner of all securities owned by Perestroika AS.
4. Restricted Units, which are 1-for-1 registered share equivalents, were acquired on May 22, 2026, pursuant to the Issuer's long-term incentive plan. Restricted Units vest on the earlier of: (i) May 22, 2027, or (ii) the date of the next Annual General Meeting of the Company's shareholders following the May 22, 2026 grant date. Such Restricted Units will be payable in registered shares of the Issuer following the applicable vesting date, pursuant to the terms and conditions of the award.
/s/ Debra Kupferman by Power of Attorney05/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did Transocean (RIG) director Frederik Mohn report?

He exercised derivatives for 82,353 Registered Shares at $6.81, received 30,435 Restricted Units, and had 25,597 shares withheld and sold to cover tax obligations tied to vesting awards.

How many Transocean (RIG) shares does Frederik Mohn now hold directly and indirectly?

Following these transactions, he holds 78,904 Registered Shares directly and is the indirect beneficial owner of 96,574,894 Registered Shares through Perestroika (Cyprus) Ltd., a subsidiary of Perestroika AS.

What are the terms of the new Restricted Units granted to Transocean (RIG) director Mohn?

Mohn received 30,435 Restricted Units, each a 1‑for‑1 registered share equivalent, vesting on the earlier of May 22, 2027 or the next annual general meeting, with settlement in registered shares after vesting.

Why were 25,597 Transocean (RIG) shares sold in connection with Mohn’s awards?

The 25,597 Registered Shares were sold upon vesting solely to satisfy tax withholding obligations, according to the disclosure, rather than as discretionary open‑market sales by Mohn.

What is Perestroika (Cyprus) Ltd.’s role in Transocean (RIG) share ownership?

Perestroika (Cyprus) Ltd. directly holds 96,574,894 Registered Shares. It is a wholly owned subsidiary of Perestroika AS, and Frederik Mohn owns and directs Perestroika AS, making him the indirect beneficial owner.