Transocean Ltd (Switzerland) filed SEC Form 8-K: Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 26, 2026 (May 22, 2026)

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TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

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Registrant’s telephone number, including area code: +41 (41) 749-0500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.02Unregistered Sales of Equity Securities.

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The information included under Item 5.03 is incorporated herein by reference.

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Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

General Capital Authorization

At the 2026 Annual General Meeting of Shareholders of Transocean Ltd. (the “Company”) held on May 22, 2026 (the “AGM”) in Zug, Switzerland, shareholders of the Company approved an amendment to the Articles of Association of the Company to permit the issuance of up to 240,801,936 shares, par value U.S. $0.10 per share (“Shares”), for a term expiring on May 22, 2027. In connection with the foregoing, the Articles of Association of the Company were further amended to reflect changes in the Company’s total issued share capital resulting from the issuance of 100,000,000 Shares into treasury pursuant to the general capital authorization approved at the AGM. The Company’s Articles of Association now reflect a share capital of U.S. $130,400,968.10 divided into 1,304,009,681 fully paid registered Shares.

The issuance of Shares into treasury described above is intended to allow the Company to timely deliver Shares from time to time pursuant to the general capital authorization approved by the Company’s shareholders and is 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.

The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Association, amended as of May 22, 2026, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference

Finance Committee Dissolution

At its meeting on May 22, 2026, the Board of Directors of the Company approved an amendment to the Organizational Regulations, to be effective as of July 1, 2026, (as amended, the “Organizational Regulations”) to reflect the dissolution of the Finance Committee.

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The foregoing description of the Organizational Regulations does not purport to be complete and is qualified in its entirety by reference to the full text of the Organizational Regulations, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by reference

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Item 5.07Submission of Matters to a Vote of Security Holders.

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At the AGM, shareholders of the Company took action on the following matters:

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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Each of the 11 persons listed above was duly elected as a director of the Company to hold office until the completion of the next Annual General Meeting.

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Jeremy D. Thigpen was elected Chair of the Board of Directors of the Company to hold office until the completion of the next Annual General Meeting.

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Each of the three persons listed above was duly elected to serve as a member of the Compensation Committee of the Company to hold office until completion of the next Annual General Meeting.  

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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This item was approved.

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For information regarding the applicable quorum and vote standard required to vote upon and pass each matter described in this Item 5.07, please refer to the sections of the Company’s definitive proxy statement for the AGM, under the headings: “Quorum” and “Votes Required.”

Item 9.01Financial Statements and Exhibits.

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(d)  Exhibits.

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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.

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