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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

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TO THE OWNERS OF OUR COMPANY:

We will look back on 2022 as a pivotal year in the history of Transocean. Geopolitical events raised global awareness of the delicate state of worldwide energy supply and after eight years of underinvestment in oil and gas exploration and production, the general public gained a new appreciation for the role our industry plays in meeting the world’s need for affordable, reliable, abundant and transportable energy. This altered the mainstream narrative to one of “energy security” rather than “energy transition.” As a consequence, oil prices sharply increased in the first half of 2022 and have since maintained the stability needed to support incremental investment.

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Over the past 12 months, offshore drilling contracting activity rapidly increased as our customers renewed their commitment to invest in oil and gas exploration, development, and production. And, in the coming years, we believe more capital will be directed to the offshore industry and Transocean, in particular. Some of the largest and most economical hydrocarbon reserves are found offshore in deepwater, specifically, the Gulf of Mexico, Brazil, and West Africa, and in harsh environments, such as Norway.

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Meanwhile, over the last eight years, our industry has driven significant and sustainable efficiencies into offshore projects, significantly reducing project costs and compressing the time to first oil. Additionally, the carbon intensity of offshore production is frequently lower than that of onshore production; and, because of the sustained efficiencies realized during the downturn, the economic returns of offshore projects are highly competitive with, and in many cases superior to, onshore projects.

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Accordingly, global demand for the highest-specification floaters, such as those that Transocean owns and operates, has accelerated significantly. And, since availability of these assets was conspicuously scarce, throughout 2022, we were able to obtain significant increases in contract dayrates and contract duration for our assets. Transocean has an acute understanding of the market, and the value of our assets and our operational performance; as such, we are proud to have secured contracts in the back half of the year with leading-edge dayrates in excess of $400,000 for our most capable seventh generation drillships.  

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Across the global fleet on a year-over-year basis, the dayrate on the average drillship fixture in the fourth quarter of 2022 was 63% higher. In addition to leading the industry in dayrates, Transocean was also awarded approximately 31% of the 81 floater rig years contracted during the year, adding approximately $4 billion in incremental backlog. This is additional evidence that our customers recognize and appreciate the value that Transocean creates and validates our strategy of operating the most desirable, high-specification fleet in the industry with highly trained crews and exceptional and experienced shore-based support. As such, we ended 2022 with a total backlog of approximately $8.3 billion – more than twice that of our nearest competitor. Our momentum has carried into 2023 with another multi-year, high dayrate contract in Brazil signed in January.  

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In addition, we are extremely proud that our financial discipline and strategic operational decisions over the past several years have combined to preserve the equity of our shareholders, a claim that none of our competitors can make. As our fleet transitions to newer contracts with higher dayrates and longer terms, the increase in, and predictability of, future cash flows will help support our efforts to improve our capital structure.

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On that strategic imperative, we have made considerable progress. First, in July 2022, we extended our revolving credit facility, which remains undrawn, through June 2025. In September 2022, we conducted an exchange of securities that provided the company with an incremental $175 million in liquidity. In January 2023, when favorable market conditions arose, we executed two more transactions: a $525 million secured financing of the Deepwater Titan, and a $1.175 billion refinancing of four of our senior secured notes. With these transactions, we materially improved our medium-term liquidity and set the stage to opportunistically pursue additional transactions that will help de-lever and improve the flexibility of our balance sheet.  

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Operationally, we delivered another strong year of safe, reliable, and efficient operations. Our total recordable incident rate of 0.21 beat our 2022 target of 0.24, with 18 of our rigs operating incident-free throughout the year. In our constant pursuit of operational excellence, we endeavor to meet our goal of operating recordable incident-free on all our rigs in 2023. We also saw a 22% reduction in serious near hit dropped objects year-over-year. Along with our strong safety record, we delivered fleetwide uptime performance of 97%, resulting in year-end revenue efficiency of 96.4%.  

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As yet another highlight in 2022, we enhanced our fleet when we took delivery of the Deepwater Atlas in June and the Deepwater Titan in December, which are indisputably the two highest specification drillships in the world. These eighth generation drillships have an industry-leading net three-million-pound hookload, purpose-

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built completions deck, and will both be outfitted with 20,000 psi well control equipment. No other offshore rigs in the world have these characteristics. Also, in November 2022, we announced our investment in a joint venture to purchase the Deepwater Aquila, one of only a dozen 1400 short ton hookload drillships in the world. As part of our participation in the joint venture, we maintain the exclusive right to market and manage operations of the rig. Of the remaining 1400 short ton drillships, we own and operate seven.

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Despite financial constraints, we also continued to invest in our existing fleet and deploy technologies that support safe, reliable, and efficient operations and our emissions reduction initiatives. One of these technologies, robotic riser bolting, incorporates the latest developments in robotics technology, including vision and tactile control, and is another step in increasing automation offshore. This system eliminates the need for personnel to continuously be present on the drill floor during riser operations, which results in safer, more efficient, and more consistent operations. This system is now operational on two of our drillships operating in the U.S. Gulf of Mexico and is garnering significant attention from multiple customers.  

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Our crane anti-sway rotator is another technology that we introduced into our fleet last year that increases the safety of our personnel and efficiency of our operations. The tool can automatically arrest a swinging load without the need for crane operator intervention and can rotate 360 degrees for proper positioning on the deck. It is currently operational on one of our drillships operating in the U.S. Gulf of Mexico.

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We also began using a fuel additive on eight of our rigs that optimizes fuel consumption, supporting our goal of reducing emissions. To date, field tests utilizing the additive suggest fuel consumption can be reduced by up to six percent depending on engine loads. With the aid of our proprietary Smart Equipment Analytics “SEA” platform, we continue to track operational statistics to better analyze operational savings. SEA provides real time equipment data and analytics to our operations team with the goal of driving higher uptime and lower maintenance costs. By transmitting essential information from our various rig systems in real time, SEA enables our team to immediately evaluate the condition of the equipment and the performance of the systems.  

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Needless to say, we are incredibly proud of the entire Transocean team for the tremendous work and dedication in 2022. As a result of the collective effort, Transocean is well-positioned to prosper and deliver shareholder value as we continue through what we expect to be a multi-year sustained recovery. We thank all our shareholders for your continued confidence in our company and we look forward to continuing to earn your trust and support in 2023 and beyond.

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March [ ], 2023

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CONTENTS

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NOTICE TO SHAREHOLDERS

The 2023 Annual General Meeting of the shareholders (the “2023 Annual General Meeting”) of Transocean Ltd. (the “Company”) will be held:

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Information regarding the matters to be acted upon at the meeting is set forth in the attached invitation to the 2023 Annual General Meeting and the proxy statement, which is available at: www.deepwater.com by selecting Financial Reports, then Annual and Quarterly Reports in the dropdown menu of the Investors section.

At the 2023 Annual General Meeting, we will ask you to vote on the following items:

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It is important that your shares be represented and voted at the meeting. If you are a shareholder registered in our share register, you may submit voting instructions electronically over the internet, by telephone or, if you request that the proxy materials be mailed to you, by completing, signing and returning the proxy card enclosed with those materials. If you hold your shares in the name of a bank, broker or other nominee, please follow the instructions provided by your bank, broker or nominee for submitting voting instructions, including whether you may submit voting instructions by mail, telephone or over the internet.

Under rules of the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders as of the close of business on March 21, 2023. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the internet, by telephone or via mail. If you receive the Notice, you will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in the proxy statement.

A copy of the proxy materials, including a proxy card or voting instruction form, will also be sent to any additional shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of the close of business on April 24, 2023, and who were not registered as of March 17, 2023. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed or sent, as appropriate, to shareholders on or about March 21, 2023.

A note to Swiss and other European investors: Transocean Ltd. is incorporated in Switzerland, has issued registered shares and trades on the New York Stock Exchange; however, unlike some Swiss incorporated companies, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date.

Thank you in advance for your vote.

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Sincerely,

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March [ ], 2023

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PROXY STATEMENT SUMMARY

2023 ANNUAL GENERAL MEETING DETAILS

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VOTING INFORMATION

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Shareholders registered in our share register on the record date have the right to vote their shares at the 2023 Annual General Meeting. Such shareholders may designate proxies to vote their shares by submitting their proxy electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials. Please review the voting instructions in the proxy statement for each of these methods.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.

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COMPANY OVERVIEW AND 2022 STRATEGY AND PERFORMANCE

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of the most versatile fleets in the world, consisting of drillships and semisubmersible floaters.

Transocean’s fleet of 37 mobile offshore drilling units consists of 27 ultra-deepwater floaters and 10 harsh environment floaters. In addition, as of February 9, 2023, Transocean was constructing one ultra-deepwater drillship and held a noncontrolling ownership interest in a company that is constructing one ultra-deepwater drillship. The below graphic shows the global market presence of our operating fleet as of our Fleet Status Report issued on February 9, 2023.

With the offshore industry’s largest high-specification floating fleet, and a steadfast focus on incident-free operations and superior well construction, we believe that we are best-positioned to support our customers in the delivery of their operational and business objectives, which will ultimately translate into superior returns for our shareholders.

In 2022, we delivered exceptional operational performance. Importantly, we delivered a total recordable incident rate of 0.21, beating our target of 0.24. We also delivered uptime of 97% across our global fleet. We delivered this result with a fleet of floaters that are focused exclusively on ultra-deepwater and harsh environment operations, which present the most challenging operational conditions.

We believe demand for hydrocarbons will continue to play an important role in supplying the world’s energy for the foreseeable future. The ongoing energy expansion will require all sources of energy, including hydrocarbons and renewables, to meet growing global energy demand.

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NOMINEES TO THE BOARD OF DIRECTORS

As the market leader in offshore drilling, Transocean has attracted the most qualified Board of Directors and leadership team in the industry. The current terms of all of our directors will expire at the 2023 Annual General Meeting.

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In recent years, we have added new members to our Board of Directors, each of whom contributes to the diversity of experience and background of our Board of Directors. This year, Domenic J. “Nick” Dell’Osso, Jr. the President and Chief Executive Officer of Chesapeake Energy, has been nominated for election to the Company’s board. Diane de Saint Victor, ABB Ltd’s former General Counsel and Company Secretary, is leaving the Company’s board. She was first elected as a director in 2020 and the Company appreciates her years of service.

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Each of our director nominees has a proven record of success and high integrity, and is committed to advancing our stakeholders’ interests and enhancing the Company’s sustainability goals and objectives. The diversity of our non-executive directors is reflected below.

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During 2022, each of our directors attended at least 75% of the Board of Directors meetings and meetings of committees on which they served.

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Additional information regarding the director nominees for election is provided below and under Agenda Item 6.

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GOVERNANCE HIGHLIGHTS

Our Board of Directors believes that strong corporate governance practices promote long-term shareholder interests and strengthen Board and management accountability. The Board continues to monitor evolving governance standards and enhance our governance practices to serve Transocean shareholders. Key features of the Company’s corporate governance program include:

■   Independent Board Chair

■   Highly independent Board

■   Independent Committees

■   Annual director elections

■   One share, one vote – no dual-class stock

■   Shareholder right to call special meetings

■   Shareholder proxy access

■   Annual performance evaluations of the Board of Directors, the Committees and individual directors

■   Retirement age and term limits

■   No poison pill

■   No hedging or pledging company stock by directors or executives

■   No blank check preferred stock

ACTIVE SHAREHOLDER ENGAGEMENT PROGRAM

As part of our ongoing shareholder engagement program, our Board of Directors and management team are committed to meeting with our shareholders and incorporating their feedback into our decision-making processes. During 2022, in addition to ongoing investor engagement through direct one-on-one meetings and non-deal road shows with equity analysts, we participated in nine conferences. Our Chief Executive Officer, Chief Financial Officer, General Counsel, Treasurer and Investor Relations team participated in many of these engagements. We also continued our long-standing, proactive shareholder engagement program to discuss recent developments and to solicit investor feedback on our corporate governance and sustainability practices. During 2022, we engaged with shareholders representing more than 20% of our outstanding shares. All feedback received during our engagements is shared directly with the Board of Directors and has helped inform disclosures and policies on governance, compensation, sustainability and information security.

KEY FEATURES OF EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program reflects our commitment to retain and attract highly qualified executives and align our executives’ pay with performance. The elements of our program are designed to motivate our executives to achieve our overall business objectives, create sustainable shareholder value in a cost-effective manner and reward our management team for delivering superior financial, safety and operational performance, each of which is important to the long-term success of the Company. Our executive compensation program

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includes features that align the interests of our senior management with those of our shareholders and does not include features that may result in misalignment.

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SUSTAINABILITY HIGHLIGHTS

The development of traditional oil and gas resources in tandem with renewables – what we term the “energy expansion” – has gained importance in light of growing global energy needs. We are committed to doing our part – delivering safe, efficient, reliable and responsible operations. To that end, we prioritize recruitment and retention of skilled, qualified and capable personnel and invest in the training and development of our teams. Further, we continue to fund our innovation and technology programs to enhance the value of our services through improvements to safety, equipment performance, and fuel efficiency. Additionally, we have invested in two companies pursuing the exploration of deep-sea polymetallic nodules containing metals critical to the growing renewable energy market.

Highlights of our sustainability efforts over the past year include:

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■   We took delivery of two eighth-generation drillships, outfitted with state-of-the-art, energy-efficient equipment and capable of drilling and completing wells that were previously infeasible from either a technical or commercial standpoint.

■   We successfully launched an offshore robotic riser system on two of our rigs, eliminating the need for personnel to be present on the drill floor during riser operations, increasing safety and efficiency.

■   We incorporated sustainability – with a 20% weighting – into our 2022 annual bonus plan, with metrics tied to personal safety globally and emissions intensity reductions in our Norway fleet. We surpassed our target for both measures. Bolstered by strong local government and customer support, we invested a significant portion of our emissions reduction budget across our Norway fleet and aligned our bonus plan goal accordingly. The sustainability objectives in our 2023 bonus plan are expanded to our global fleet.

■   We launched a new behavior safety observation program that enables near real-time data collection to evaluate the effectiveness of each location’s safe work practices.

■   We operate a 24-hour, seven day a week Critical Operations Monitoring and Verification Center in Houston. The center provides remote verifications required during critical key offshore activities in real-time. The verification process reduces the likelihood of human error while conducting critical operations and supports the Company's effort to drive Operational Discipline, reduce the likelihood of process safety events and drive consist, repeatable, reliable operations across our fleet.

■   We invested in a company pursuing exploration of polymetallic seabed nodules containing minerals needed to support the growing renewable energy market.

■   We included a module on Human Rights in our annual Legal, Compliance and Ethics Training to ensure all employees, including management, are equipped with a fundamental understanding of protecting human rights, including taking all reasonable measures to avoid contributing to adverse human rights impacts, and how to identify and report potential issues encountered in work and personal lives.

■   Our 36-month offshore development program that focuses on building drilling skills and competencies, especially among underrepresented groups, had its first graduate during the past year with 10 other participants enrolled in the global program.

■   As pandemic restrictions eased, we introduced a hybrid work schedule for our onshore teams, promoting collaboration and employee engagement while continuing to promote flexibility and work-life balance.

■   We continued to diligently monitor the COVID-19 pandemic and implemented safety protocols necessary to safeguard our workforce and to minimize operational disruptions.

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INVITATION TO 2023 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.

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AGENDA ITEMS

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ORGANIZATIONAL MATTERS

A copy of the Notice is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on March 17, 2023. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 24, 2023, will receive after that date a copy of the proxy materials, including a proxy card. Shareholders not registered in Transocean Ltd.’s share register as of April 24, 2023, will not be entitled to vote or grant proxies to vote at the 2023 Annual General Meeting. While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on April 24, 2023, and the opening of business on the day following the 2023 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

Shareholders registered in Transocean Ltd.’s share register as of April 24, 2023, have the right to vote their shares at the 2023 Annual General Meeting, or may grant a proxy to vote on each of the proposals in this invitation and any modification to any agenda item or proposal identified in this invitation or other matter on which voting is permissible under Swiss law and which is properly presented at the 2023 Annual General Meeting for consideration. Such shareholders may designate proxies to vote their shares electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials at the 2023 Annual General Meeting.

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We urge you to submit your voting instructions electronically over the internet, by telephone or return the proxy card as soon as possible. All electronic voting instructions or proxy cards must be received no later than 11:59 p.m. Eastern Daylight Time on Wednesday, May 10, 2023 (5:59 a.m. Swiss time on Thursday, May 11, 2023) unless extended by the Company.

If you have timely submitted electronic voting instructions, telephone instructions or a properly executed proxy card, your shares will be voted by the independent proxy in accordance with your instructions. Holders of shares who have timely submitted their proxy, but have not specifically indicated how to vote their shares, will be deemed to have instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting. If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2023 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters proposed to come before the 2023 Annual General Meeting.

Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.

Shareholders may grant proxies to any third party. Such third party need not be a shareholder.

Information concerning the 2023 Annual General Meeting can be obtained by contacting:

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ANNUAL REPORT, CONSOLIDATED FINANCIAL STATEMENTS, STATUTORY FINANCIAL STATEMENTS

A copy of the 2022 Annual Report (including the consolidated financial statements for fiscal year 2022, the statutory financial statements of Transocean Ltd. for fiscal year 2022 and the audit reports on such consolidated and statutory financial statements) and the 2022 Swiss Compensation Report is available for physical inspection at our registered office:

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Copies of these materials may be obtained without charge by contacting:

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Steinhausen, Switzerland

March [ ], 2023

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

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PROXY STATEMENT

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INFORMATION ABOUT THE MEETING AND VOTING

This proxy statement is furnished in connection with the solicitation of proxies by Transocean Ltd., on behalf of the Board of Directors, to be voted at our 2023 Annual General Meeting to be held on May 11, 2023, at 6:30 p.m., Swiss time, at the Parkhotel Zug, Industriestrasse 14, 6304 Zug, Switzerland. The Notice or proxy statement and form of proxy, as appropriate, are first being mailed to shareholders on or about March 17, 2023.

RECORD DATE

Only shareholders of record on April 24, 2023, are entitled to notice of and to grant proxies to vote at, the 2023 Annual General Meeting. No shareholder will be entered in Transocean Ltd.’s share register with voting rights between the close of business on April 24, 2023, and the opening of business on the day following the 2023 Annual General Meeting.

While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of business on April 24, 2023, and the opening of business on the day following the 2023 Annual General Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.

QUORUM

Our Articles of Association provide that the presence of shareholders, in person or by proxy, holding at least a majority of all the shares entitled to vote at the time the meeting proceeds to business constitutes a quorum for purposes of convening the 2023 Annual General Meeting and voting on all of the matters described in the notice of meeting. Abstentions and “broker non-votes” will be counted as present for purposes of determining whether the relevant quorums at the meeting are satisfied, so long as the broker has discretion to vote the shares on at least one matter before the 2023 Annual General Meeting.

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VOTES REQUIRED

The following table sets forth the applicable vote standard required to pass each enumerated agenda item:

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(1)    Affirmative vote of a simple majority of the votes cast at the 2023 Annual General Meeting on the applicable agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(2)    Affirmative vote of a simple majority of the votes cast at the 2023 Annual General Meeting on the applicable agenda item. Shares held by members of the Board of Directors and members of the Company’s Executive Management Team are not entitled to vote on this matter and are not counted for this agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and have no impact on the approval of such agenda item.

(3)    The affirmative vote of at least two-thirds of the shares represented at the 2023 Annual General Meeting and entitled to vote on that agenda item. An abstention, blank or invalid ballot will have the effect of a vote “AGAINST” this proposal.

(4)    Affirmative vote of a plurality of the votes cast at the 2023 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a position as a director, or the Chair or a position on the Compensation Committee, as applicable, is elected to that position. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a nominee. Abstentions, broker non-votes, blank or invalid ballots are not counted for such purposes and shall have no impact on the election of such nominees. As described later in this proxy statement, our Corporate Governance Guidelines set forth our procedures if a nominee for director is elected but does not receive more votes cast “FOR” than “AGAINST” the nominee’s election.

(5)    Even if a nominee receives a plurality of votes that nominee may not ultimately serve as a director if the nominee does not receive more votes cast “FOR” than “AGAINST” the nominee’s election, and the Company’s Board of Directors accepts the resignation of the nominee pursuant to the Company’s majority vote policy, as described later in this proxy statement.

(6)    The proposal is an advisory vote; as such, the vote is not binding on the Company.

OUTSTANDING SHARES

As of February 28, 2023, there were 726,263,759 Transocean Ltd. shares deemed to be outstanding, which exclude 70,981,576 shares held by our subsidiary as of such date and any shares issued into treasury after such date. Only registered holders of our shares on April 24, 2023, the record date established for the 2023 Annual General Meeting, are entitled to notice of and to vote at the meeting. Holders of shares on the record date are entitled to one vote for each share held.

VOTING PROCEDURES

A copy of the Notice of Internet Availability of Proxy Materials is being sent to each shareholder registered in Transocean Ltd.’s share register as of the close of business on March 17, 2023. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 24, 2023, but who were not registered in the share register as of March 17, 2023, will receive a copy of the proxy materials, including a proxy card, as soon as practicable after April 24, 2023. Shareholders not registered in Transocean Ltd.’s share register as of April 24, 2023, will not be entitled to vote or grant proxies to vote at the 2023 Annual General Meeting.

If you are registered as a shareholder in Transocean Ltd.’s share register as of April 24, 2023, or if you hold shares of Transocean Ltd. in “street name” as of such date, you may grant a proxy to vote on each of the proposals and any modification to any of the proposals or other matter on which voting is permissible under Swiss law and which is properly presented at the meeting for consideration in one of the following ways:

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If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee for voting your shares, including whether you may submit voting instructions by mail, telephone or over the internet.

Many of our shareholders hold their shares in more than one account and may receive more than one Notice. To ensure that all of your shares are represented at the 2023 Annual General Meeting, please submit your voting instructions for each account.

Under NYSE rules, brokers who hold shares in street name for customers, such that the shares are registered on the books of the Company as being held by the brokers, have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by brokers without instructions from customers for these non-routine or contested matters are referred to as “broker non-votes.” The following matters are non-routine matters under NYSE rules:

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If you hold your shares in “street name,” your broker will not be able to vote your shares on the agenda items set forth above and may not be able to vote your shares on other matters at the 2023 Annual General Meeting unless the broker receives appropriate instructions from you. We recommend that you contact your broker to exercise your right to vote your shares.

If you have timely submitted electronic or telephonic voting instructions or a properly executed proxy card, your shares will be voted by the independent proxy according to your instructions. Holders of shares who have timely submitted their proxy but have not specifically indicated how to vote their shares will be deemed to have instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.

If any modifications to agenda items or proposals identified in this invitation or other matters on which voting is permissible under Swiss law are properly presented at the 2023 Annual General Meeting for consideration, you will be deemed to have instructed the independent proxy, in the absence of other specific instructions, to vote in accordance with the recommendations of the Board of Directors.

As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other matters to come before the 2023 Annual General Meeting.

You may revoke your proxy card at any time prior to its exercise by taking one of the following actions:

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■   submitting a properly completed and executed proxy card with a later date and timely delivering it either directly to the independent proxy or to Vote Processing, c/o Broadridge at the addresses indicated below; or

■   giving written notice of the revocation prior to the meeting to:

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If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.

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References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its subsidiaries and predecessors, unless the context requires otherwise.

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AGENDA ITEM 1

Reallocation of CHF 9.5 Billion of Free Capital Reserves from Capital Contribution to Statutory Capital Reserves from Capital Contribution

PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

At our annual general meetings in 2021 and 2018, we obtained approval from shareholders to release CHF 8.0 billion and CHF 1.5 billion, respectively, from statutory capital reserves from capital contribution and allocate these reserves to free capital reserves from capital contribution. We effected these releases and reallocations to comply with the requirement under Swiss corporate law as then in effect to propose measures to our shareholders if assets cover less than 50% of our statutory share capital and statutory capital reserves. At the time, statutory share capital reserves included statutory capital reserves from capital contribution.

Under the new Swiss corporate law, which became effective on January 1, 2023, statutory capital reserves from capital contribution are, unlike previously, no longer part of the equity capital against which excess coverage is measured. Further, the new Swiss corporate law provides that instead of offsetting negative earnings against statutory capital reserves from capital contribution, negative earnings may also be carried forward in part or in their entirety to the next annual accounts. The Board of Directors believes it is in the interest of our shareholders to preserve statutory capital reserves from capital contribution as much as possible. Unlike distributions out of available earnings or other reserves, distributions from statutory capital reserves from capital contribution to shareholders are exempt from Swiss withholding tax (currently at a rate of 35%). Against this background, we propose that we release a total of CHF 9.5 billion from free capital reserves from capital contribution and reallocate it to statutory capital reserves from capital contribution.

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AGENDA ITEM 2

Approval of (A) the 2022 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2022 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2022 and (B) the Swiss Statutory Compensation Report for Fiscal Year 2022

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PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

The audited consolidated financial statements of Transocean Ltd. for fiscal year 2022 and the audited Swiss statutory financial statements of Transocean Ltd. for fiscal year 2022 are contained in the 2022 Annual Report, which, along with this proxy statement, are available at: www.deepwater.com by selecting Financial Reports, then Annual and Quarterly Reports in the Investors section dropdown. In addition, these materials will be available for physical inspection at our registered office:

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The 2022 Annual Report also contains information on the Company’s business activities, the Company’s business and financial situation, and the reports of Ernst & Young Ltd, Zurich, the Company’s auditors pursuant to the Swiss Code, on the Company’s consolidated financial statements for fiscal year 2022 and statutory financial statements for fiscal year 2022. In its reports, Ernst & Young Ltd recommended without qualification that the Company’s consolidated financial statements and statutory financial statements for the year ended December 31, 2022, be approved. Ernst & Young Ltd expresses its opinion that the “consolidated financial statements for the years ended December 31, 2022 and 2021, present fairly in all material respects the consolidated financial position of Transocean Ltd. and subsidiaries at December 31, 2022 and 2021, and the consolidated results of operations and cash flows for each of the three years in the period ended December 31, 2022, in accordance with accounting principles generally accepted in the United States and comply with Swiss law.” Ernst & Young Ltd further expresses its opinion and confirms that the statutory financial statements for fiscal year 2022 comply with Swiss law and the Articles of Association of the Company.

Under Swiss law, the annual report, the consolidated financial statements and Swiss statutory financial statements must be submitted to shareholders for approval at each annual general meeting.

If the shareholders do not approve this proposal, the Board of Directors may call an extraordinary general meeting of shareholders for reconsideration of this proposal by shareholders.

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PROPOSAL OF THE BOARD OF DIRECTORS

EXPLANATION

Under the Swiss Code, we are required to prepare each year a separate Swiss Statutory Compensation Report. The current Swiss Statutory Compensation Report sets forth, for the fiscal years ended December 31, 2022 and December 31, 2021, the aggregate compensation of the members of the Board of Directors and the members of the Company’s Executive Management Team. Under the new Swiss corporate law effective as of January 1, 2023, we are required to submit our Swiss Statutory Compensation Report annually to shareholders for an advisory vote.

With regard to the compensation of our Executive Management Team, we note that at our annual general meeting held on May 12, 2022, shareholders approved the fiscal year 2023 maximum aggregate compensation amount for our Executive Management Team in the aggregate amount of $26 million with 98.03% of shareholders voting in favor of the proposal. Shareholders also approved at that meeting the maximum aggregate compensation amount for the Board of Directors (for the period between the 2022 annual general meeting and 2023 the annual general meeting) in the aggregate amount of $4.121 million with 98.05% of shareholders voting in favor of the proposal.

Our 2022 Swiss Statutory Compensation Report accompanies this proxy statement and is part of our Annual Report.

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AGENDA ITEM 3

Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2022

PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss Code, shareholders are requested to discharge the members of the Board of Directors and our Executive Management Team from liability for their activities during the past fiscal year.

Discharge pursuant to the proposed resolution is only effective with respect to facts that have been disclosed to shareholders (including through any publicly available information, whether or not included in our filings with the SEC) and only binds shareholders who either voted in favor of the proposal or who subsequently acquired shares with knowledge that the shareholders have approved this proposal. In addition, shareholders who vote against this proposal, abstain from voting on this proposal, do not vote on this proposal, or acquire their shares without knowledge of the approval of this proposal, may bring, as a plaintiff, any claims in a shareholder derivative suit within six months after the approval of the proposal. After the expiration of the six-month period, such shareholders will generally no longer have the right to bring, as a plaintiff, claims in shareholder derivative suits against members of the Board of Directors or Executive Management Team with respect to activities during fiscal year 2022.

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AGENDA ITEM 4

Appropriation of the Accumulated Loss for Fiscal Year 2022

PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

Under Swiss law, the appropriation of available earnings or accumulated loss, as the case may be, as set forth in the Swiss statutory financial statements must be submitted to shareholders for approval at each annual general meeting. The accumulated loss subject to the vote of the Company’s shareholders at the 2023 Annual General Meeting is the accumulated loss of Transocean Ltd., on a standalone basis.

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AGENDA ITEM 5

Approval of Shares Authorized for Issuance

PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

The Board of Directors believes it is advisable for our shareholders to authorize the Board of Directors to issue shares using general authorized capital within the limits of NYSE rules, our Articles of Association and the Swiss Code.  Recent changes to the Swiss Code replaced the concept of authorized share capital – which allowed a company’s board of directors to issue shares with and without preemptive rights – with a similar authorized capital concept. Our proposal under this Agenda Item 5 is substantially similar to authorized capital proposals from our previous annual general meetings, including our 2022 Annual General Meeting at which our shareholders authorized our Board of Directors to issue a number of shares up to approximately 20% of our then issued share capital for a limited duration.

As of March [ ], 2023, the issued share capital of the Company consisted of [ ] shares. The current proposal would grant us authority to issue up to [ ] shares using this authorization, or approximately 20% of our share capital as of March [ ], 2023, for a one-year term expiring on May 11, 2024. The proposed amendments to our Articles of Association reflecting this authorization would replace the authorization to issue shares using authorized share capital that was approved by shareholders at our 2022 Annual General Meeting. Under the proposed authorized capital, our Board of Directors would have authority to exclude preemptive rights in connection with an issuance of shares for the reasons provided in our Articles of Association.

If this Agenda Item is approved, we would nevertheless seek shareholder approval for the share issuances pursuant to this authorization to the extent required under NYSE rules. Under current NYSE rules, shareholder approval is generally required, with certain enumerated exceptions, to issue shares or securities convertible into or exercisable for shares in one or a series of related transactions if such shares represent 20% or more of the voting power or outstanding shares of the Company at or upon issuance. NYSE rules also require shareholder approval for an issuance of shares that would result in a change of control of the Company, as well as for share issuances in connection with certain benefit plans or certain related party transactions.

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AGENDA ITEM 6

Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting

NOMINATIONS OF THE BOARD OF DIRECTORS

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Director Nomination Process

The Board of Directors has designated the Corporate Governance Committee as the committee authorized to consider and recommend nominees for the Board of Directors. The Board of Directors believes that all members of the Corporate Governance Committee meet the applicable NYSE independence requirements.

Our Corporate Governance Guidelines provide that the Corporate Governance Committee should periodically assess the needs of the Company and the Board of Directors, so as to recommend candidates who will advance our goals. In making that assessment, the Corporate Governance Committee has determined that a recommended nominee must have the following minimum qualifications:

■   High professional and personal ethics and values

■   A record of professional accomplishment in his/her chosen field

■   Relevant expertise and experience

■   A reputation, both personal and professional, consistent with our FIRST Shared Values

In addition to these minimum qualifications, the Corporate Governance Committee considers other qualities in nominees that may be desirable. In particular, the Board of Directors is committed to having a majority of independent directors and, accordingly, the Corporate Governance Committee evaluates the independence status of any potential director. The Corporate Governance Committee evaluates whether or not a candidate contributes to the Board of Directors’ overall diversity, the candidate’s contribution to the Board of Directors’ existing chemistry and collaborative culture, and whether or not the candidate can contribute positively to the Board of Directors’ diverse expertise in environmental, health, safety, industry, sustainability, information security, corporate and business development, investor relations and financial matters. The Corporate Governance Committee also considers whether or not the candidate may have professional or personal experiences and expertise relevant to our business (such as expertise in the industry and in critical health, safety, environmental and sustainability matters) and the Company’s position as the leading international provider of offshore drilling services.

As described above, in accordance with the majority vote provisions of our Corporate Governance Guidelines, the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. The Board of Directors will also request a statement from any person

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nominated as a director by anyone other than the Board of Directors as to whether that person will also submit an irrevocable letter of resignation upon the same terms as a person nominated by the Board of Directors. For purposes of our Corporate Governance Guidelines, an uncontested election occurs in an election of directors that does not constitute a contested election, and a contested election occurs when (i) the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for director set forth in our Articles of Association and (ii) such nomination has not been withdrawn by such shareholder on or prior to the day next preceding the date the Company first mails its notice of meeting for such meeting to the shareholders.

The Corporate Governance Committee has several methods of identifying Board of Directors candidates. First, the Corporate Governance Committee considers and evaluates annually whether each director nominee is qualified to be nominated for reelection to the Board of Directors. Second, the Corporate Governance Committee requests from time to time that its members and the other Board members identify possible candidates for any vacancies or potential vacancies. Third, the Corporate Governance Committee has the authority to retain one or more executive search firms to aid in its search for potential Board of Directors candidates, interview those candidates and conduct investigations relative to their background and qualifications.

The Corporate Governance Committee considers nominees for director who are recommended by our shareholders. Recommendations may be submitted in writing, along with:

■   The name of and contact information for the candidate;

■   A statement detailing the candidate’s qualifications and business and educational experience;

■   Information regarding the qualifications and qualities described under “Director Nomination Process” above;

■   A signed statement of the proposed candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director;

■   A signed irrevocable letter of resignation from the proposed candidate that, in accordance with our Corporate Governance Guidelines, would be effective upon and only in the event that (1) in an uncontested election, such candidate fails to receive more votes cast “FOR” than “AGAINST” his or her election and (2) the Board of Directors accepts the resignation;

■   A statement that the writer is a shareholder and is proposing a candidate for consideration by the Corporate Governance Committee;

■   A statement detailing any relationship between the candidate and any customer, supplier or competitor of ours;

■   Financial and accounting experience of the candidate, to enable the Corporate Governance Committee to determine whether the candidate would be suitable for Audit Committee membership; and

■   Detailed information about any relationship or understanding between the proposing shareholder and the candidate.

Shareholders may submit nominations to:

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Unsolicited recommendations must contain all of the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director. The extent to which the Corporate Governance Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its attention depends on the information available to the Corporate Governance Committee about the

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qualifications and suitability of the individual, viewed in light of the needs of the Board of Directors, and is at the Corporate Governance Committee’s discretion. The Corporate Governance Committee evaluates the desirability for incumbent directors to continue on the Board of Directors following the expiration of their respective terms, taking into account their contributions as Board members and the benefit that results from the increasing insight and experience developed over a period of time. Although the Corporate Governance Committee will consider candidates for director recommended by shareholders, it may determine not to recommend that the Board of Directors, and the Board of Directors may determine not to, nominate those candidates for election to the Board of Directors.

In addition to recommending director nominees to the Corporate Governance Committee, any shareholder may, in compliance with applicable requirements, nominate directors for election at annual general meetings of the shareholders. For more information on this topic, see “Other Matters.”

In connection with the Board of Directors’ periodic review of the skills, experience and diversity of its members, the Board of Directors also assesses the appropriateness of its size to determine whether any changes are necessary. The Board of Directors has determined that, should each of the director nominees be elected, the Company will have an appropriate combination of leadership, experience and oversight at this time.

The Board of Directors considers diversity as a key factor in the director nominee selection process. The Board of Directors takes an expansive view of the diversity of its members, with the goal of having directors who bring diverse expertise in environmental, health, safety, industry, sustainability, information security, corporate and business development, investor relations and financial matters and who reflect the global diversity of our workforce, our customers and the cultures in which we operate. We are a multinational company and, as of February 28, 2023, have seven different nationalities represented in our director and executive officer group, and 57 in our global workforce. We have a presence in 22 countries worldwide.

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Board Leadership

The Board of Directors has chosen not to combine the positions of Chief Executive Officer and Chair of the Board of Directors. The Board of Directors believes that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while our Chair of the Board of Directors presides over the Board of Directors as the Board of Directors provides advice to, and independent oversight of, management and the Company’s operations. The Board of Directors recognizes the time, effort, and energy that our Chief Executive Officer is required to devote to his position and the additional commitment the position of Chair of the Board of Directors requires. The Board of Directors believes that having separate positions and having an independent outside director serve as Chair of the Board of Directors is the appropriate leadership structure for us at this time.

Executive Sessions

Our independent directors met in executive session without management at each of the regularly scheduled Board of Directors’ meetings held in 2022. During 2023, the independent directors are again scheduled to meet in executive session at each regularly scheduled Board of Directors’ meeting. The independent directors generally designate the Chair of the Board of Directors to act as the presiding director for executive sessions.

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Director Attendance at Annual General Meeting

We expect all of our directors to attend the 2023 Annual General Meeting. All 11 of our directors attended the 2022 Annual General Meeting.

VOTING REQUIREMENT TO ELECT NOMINEES

The election of each nominee requires the affirmative vote of a plurality of the votes cast at the 2022 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number of votes for a board seat is elected. Shareholders are entitled to one vote per share for each of the directors to be elected.

We have adopted a majority vote policy in the election of directors as part of our Corporate Governance Guidelines. This policy provides that the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the resignation. If a nominee who has submitted such a letter of resignation does not receive more votes cast for than against the nominee’s election, the Corporate Governance Committee must promptly review the letter of resignation and recommend to the Board of Directors whether to accept the tendered resignation or reject it. The Board of Directors must then act on the Corporate Governance Committee’s recommendation within 90 days following the certification of the shareholder vote. The Board of Directors must promptly disclose its decision regarding whether or not to accept the nominee’s resignation letter in a Form 8-K filed with or furnished to the SEC or other broadly disseminated means of communication. Full details of this policy are set out in our Corporate Governance Guidelines, which are available on our website at: www.deepwater.com by selecting the Governance page in the Investors section dropdown.

The Board of Directors has received from each nominee for election as a director at the 2023 Annual General Meeting listed below an executed irrevocable letter of resignation consistent with these guidelines described above.

The information regarding the nominees presented below is as of February 28, 2023.

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NOMINEES FOR DIRECTOR