STOCK TITAN

Seadrill (SDRL) insider details performance-based RSU vesting results

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Seadrill Ltd executive Todd D. Strickler, SVP & General Counsel, reported equity compensation activity involving performance-based restricted stock units and related share transactions. On December 31, 2025, 11,951 common shares were acquired through the conversion of restricted stock units, and 3,262 common shares were disposed of at $34.6 per share, likely for tax withholding, leaving him with 24,212 common shares owned directly.

The filing also details performance-based restricted stock units tied to free cash flow metrics. On March 18, 2025, the compensation committee certified free cash flow performance for 2023- and 2024-related awards at 113.67%, resulting in vesting of 7,620 units for the 2023 measurement period and 4,331 units for the 2024 measurement period, which then converted into common shares.

Positive

  • None.

Negative

  • None.
Insider Strickler Todd D
Role SVP & General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 7,620 $0.00 --
Exercise Restricted Stock Units 4,331 $0.00 --
Exercise Common Shares 11,951 $0.00 --
Tax Withholding Common Shares 3,262 $34.60 $113K
Grant/Award Restricted Stock Units 4,331 $0.00 --
Grant/Award Restricted Stock Units 2,668 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 27,474 shares (Direct)
Footnotes (1)
  1. Restricted stock units convert into common shares, par value $0.01 per share (each, a "Common Share"), of Seadrill Limited (the "Company") on a one-for-one basis. On September 25, 2023, the reporting person was granted 28,578 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2023 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2023, 2024 and 2025 (the annual measurement periods ended December 31, 2023 and 2024, respectively, the "2023 Measurement Period" and the "2024 Measurement Period"). The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2025 and will be settled in cash or Common Shares at the election of the Joint Nomination and Remuneration Committee of the Board of Directors of the Company (the "Committee"). (Continued from footnote 2) On March 18, 2025, the Committee certified achievement of the 2023 Award FCF Metric for the 2024 Measurement Period at 113.67%. On April 17, 2024, the reporting person was granted 17,607 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2024 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2024, 2025 and 2026. The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2026 and will be settled in cash or Common Shares at the election of the Committee. On March 18, 2025, the Committee certified achievement of the 2024 Award FCF Metric for the 2024 Measurement Period at 113.67%. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2023 Measurement Period that vested on December 31, 2025. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2024 Measurement Period that vested on December 31, 2025.
SEC Form 4
FORM 4 UNITED 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*
Strickler Todd D

(Last) (First) (Middle)
11025 EQUITY DRIVE, SUITE 150

(Street)
HOUSTON TX 77041

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Seadrill Ltd [ SDRL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Shares 12/31/2025 M 11,951 A (1)(5)(6) 27,474 D
Common Shares 12/31/2025 F 3,262 D $34.6 24,212 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 03/18/2025 A 4,331 (2)(3) (2)(3) Common Shares 4,331 (1)(2)(3) 4,331 D
Restricted Stock Units (1) 03/18/2025 A 2,668 (4) (4) Common Shares 2,668 (1)(4) 2,668 D
Restricted Stock Units (1) 12/31/2025 M 7,620 (5) (5) Common Shares 7,620 (1)(5) 0 D
Restricted Stock Units (1) 12/31/2025 M 4,331 (6) (6) Common Shares 4,331 (1)(6) 0 D
Explanation of Responses:
1. Restricted stock units convert into common shares, par value $0.01 per share (each, a "Common Share"), of Seadrill Limited (the "Company") on a one-for-one basis.
2. On September 25, 2023, the reporting person was granted 28,578 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2023 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2023, 2024 and 2025 (the annual measurement periods ended December 31, 2023 and 2024, respectively, the "2023 Measurement Period" and the "2024 Measurement Period"). The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2025 and will be settled in cash or Common Shares at the election of the Joint Nomination and Remuneration Committee of the Board of Directors of the Company (the "Committee").
3. (Continued from footnote 2) On March 18, 2025, the Committee certified achievement of the 2023 Award FCF Metric for the 2024 Measurement Period at 113.67%.
4. On April 17, 2024, the reporting person was granted 17,607 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2024 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2024, 2025 and 2026. The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2026 and will be settled in cash or Common Shares at the election of the Committee. On March 18, 2025, the Committee certified achievement of the 2024 Award FCF Metric for the 2024 Measurement Period at 113.67%.
5. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2023 Measurement Period that vested on December 31, 2025.
6. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2024 Measurement Period that vested on December 31, 2025.
/s/ Todd D. Strickler 01/05/2026
** Signature of Reporting Person Date
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.
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FAQ

What insider activity did Seadrill (SDRL) report for Todd D. Strickler?

Todd D. Strickler, Seadrill's SVP & General Counsel, reported the vesting and conversion of performance-based restricted stock units into common shares and related share withholding transactions.

How many Seadrill (SDRL) shares does Todd D. Strickler own after these transactions?

Following the reported transactions on December 31, 2025, Todd D. Strickler beneficially owns 24,212 Seadrill common shares directly.

What share transactions occurred on December 31, 2025 for Seadrill (SDRL) insider Todd D. Strickler?

On December 31, 2025, 11,951 Seadrill common shares were acquired through restricted stock unit conversion, and 3,262 shares were disposed of at $34.6 per share, leaving 24,212 shares owned.

What performance metrics affected Seadrill (SDRL) restricted stock units in this Form 4?

The performance-based restricted stock units were tied to annual free cash flow metrics. On March 18, 2025, the committee certified achievement of the 2023 and 2024 free cash flow metrics at 113.67%, which determined how many units vested.

How many performance-based restricted stock units vested for Seadrill (SDRL) insider Todd D. Strickler?

For awards tied to the 2023 free cash flow metric, 7,620 units vested for the 2023 measurement period and 4,331 units vested for the 2024 measurement period, each convertible into an equal number of common shares.

What roles do performance-based RSUs play in Seadrill (SDRL) executive compensation?

The filing shows that Seadrill grants executives performance-based restricted stock units that convert into common shares on a one-for-one basis, with vesting based on total shareholder return and annual free cash flow performance over defined measurement periods.