Seadrill (SDRL) CEO discloses performance RSUs, share vesting and holdings

Q: What insider activity did Seadrill (SDRL) report in this Form 4?

The President & CEO of Seadrill Ltd (SDRL) reported equity compensation activity, including the vesting and settlement of restricted stock units into 54,177 common shares , a disposal of 22,507 shares at $34.6 per share, and new grants of performance-based restricted stock units tied to free cash flow and total shareholder return metrics.

Q: How many Seadrill (SDRL) shares does the CEO hold after these transactions?

Following the reported transactions on December 31, 2025 , the CEO beneficially owns 137,188 Seadrill common shares in direct ownership, as disclosed in the filing.

Q: What restricted stock units were granted to the Seadrill CEO in 2025?

On March 18, 2025 , the CEO was granted performance-based restricted stock units representing 19,633 common shares linked to the 2023 free cash flow metric and 10,263 common shares linked to the 2024 free cash flow metric. Each unit represents a contingent right to receive one common share, subject to performance and continued employment conditions.

Q: Which Seadrill restricted stock units vested on December 31, 2025?

On December 31, 2025 , 34,544 restricted stock units related to the 2023 Award free cash flow metric for the 2023 measurement period and 19,633 restricted stock units related to the same metric for the 2024 measurement period vested and converted into Seadrill common shares, leaving those specific RSU tranches at zero balance.

Q: How do Seadrill’s restricted stock units convert into common shares for the CEO?

Each restricted stock unit converts into one Seadrill common share with a par value of $0.01. The earned units vest subject to continued employment and performance conditions and are settled in either cash or common shares at the election of the Board’s Joint Nomination and Remuneration Committee.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Seadrill Ltd’s President & CEO, as a reporting person, disclosed several equity compensation events. On December 31, 2025, 54,177 common shares were acquired through the vesting and settlement of restricted stock units, and 22,507 shares were disposed of at $34.6 per share, typically associated with tax withholding, leaving 137,188 common shares held directly.

On March 18, 2025, the executive received new performance-based restricted stock unit awards covering 19,633 common shares tied to the 2023 free cash flow metric and 10,263 common shares tied to the 2024 free cash flow metric. The Board committee certified achievement of both the 2023 and 2024 free cash flow performance metrics for the 2024 measurement period at 113.67%, which determined the number of units earned. On December 31, 2025, 34,544 and 19,633 units from earlier awards vested and converted into common shares, fully settling those tranches.

Insider Trade Summary

54,177 shares exercised/converted

Mixed 6 txns

Insider Johnson Simon

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	34,544	$0.00	--
Exercise	Restricted Stock Units	19,633	$0.00	--
Exercise	Common Shares	54,177	$0.00	--
Tax Withholding	Common Shares	22,507	$34.60	$779K
Grant/Award	Restricted Stock Units	19,633	$0.00	--
Grant/Award	Restricted Stock Units	10,263	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 159,695 shares (Direct)

Footnotes (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 129,542 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 67,720 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.

Form 4 Insider Transactions: What Each Field Means →

01/05/2026 - 08:44 PM

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^*

Johnson Simon

(Last)

(First)

(Middle)

11025 EQUITY DRIVE, SUITE 150

(Street)

HOUSTON

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)
	President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/31/2025		M		54,177	A	⁽¹⁾⁽⁵⁾⁽⁶⁾	159,695	D
Common Shares	12/31/2025		F		22,507	D	$34.6	137,188	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/18/2025		A		19,633		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Shares	19,633	⁽¹⁾⁽²⁾⁽³⁾	19,633	D
Restricted Stock Units	⁽¹⁾	03/18/2025		A		10,263		⁽⁴⁾	⁽⁴⁾	Common Shares	10,263	⁽¹⁾⁽⁴⁾	10,263	D
Restricted Stock Units	⁽¹⁾	12/31/2025		M			34,544	⁽⁵⁾	⁽⁵⁾	Common Shares	34,544	⁽¹⁾⁽⁵⁾	0	D
Restricted Stock Units	⁽¹⁾	12/31/2025		M			19,633	⁽⁶⁾	⁽⁶⁾	Common Shares	19,633	⁽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 129,542 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 67,720 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, attorney-in-fact	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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Seadrill (SDRL) report in this Form 4?

The President & CEO of Seadrill Ltd (SDRL) reported equity compensation activity, including the vesting and settlement of restricted stock units into 54,177 common shares, a disposal of 22,507 shares at $34.6 per share, and new grants of performance-based restricted stock units tied to free cash flow and total shareholder return metrics.

How many Seadrill (SDRL) shares does the CEO hold after these transactions?

Following the reported transactions on December 31, 2025, the CEO beneficially owns 137,188 Seadrill common shares in direct ownership, as disclosed in the filing.

What restricted stock units were granted to the Seadrill CEO in 2025?

On March 18, 2025, the CEO was granted performance-based restricted stock units representing 19,633 common shares linked to the 2023 free cash flow metric and 10,263 common shares linked to the 2024 free cash flow metric. Each unit represents a contingent right to receive one common share, subject to performance and continued employment conditions.

What performance results affected the Seadrill CEO’s equity awards?

The Joint Nomination and Remuneration Committee certified achievement of the 2023 Award FCF Metric and the 2024 Award FCF Metric for the 2024 measurement period at 113.67%. This certification determined how many performance-based restricted stock units were earned under those awards.

Which Seadrill restricted stock units vested on December 31, 2025?

On December 31, 2025, 34,544 restricted stock units related to the 2023 Award free cash flow metric for the 2023 measurement period and 19,633 restricted stock units related to the same metric for the 2024 measurement period vested and converted into Seadrill common shares, leaving those specific RSU tranches at zero balance.

How do Seadrill’s restricted stock units convert into common shares for the CEO?

Each restricted stock unit converts into one Seadrill common share with a par value of $0.01. The earned units vest subject to continued employment and performance conditions and are settled in either cash or common shares at the election of the Board’s Joint Nomination and Remuneration Committee.