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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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Transocean Ltd.

(Name of Registrant as Specified In Its Charter)

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TO THE OWNERS OF OUR COMPANY:

We will remember 2023 as an inflection point in Transocean’s history, as our customers further demonstrated their confidence in the longevity of this industry upcycle by contracting rigs well in advance of their program commencement dates and committing to longer terms at meaningfully higher dayrates. As a result, throughout the year, we added $3.2 billion in new contracts, providing us with the visibility to future cash flows we require to facilitate the deleveraging of our balance sheet.

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When thinking about the various stages to an upcycle in the offshore drilling industry, we typically experience the following:

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■  First, UTILIZATION on the active fleet increases. We observed utilization levels begin to increase substantially in the fourth quarter of 2021, as they crossed 90% for the global ultra-deepwater drillship fleet for the first time in six years.

■  Second, DAYRATES rise. Historically, once utilization crosses 85%, dayrates begin to increase. As such, throughout 2022 and 2023, Transocean led the industry in pushing dayrates higher, moving our ultra-deepwater average daily revenue from approximately $306,000 at the beginning of 2022 to $432,000 at the end of 2023. Customers also begin covering the cost of contract-specific upgrades, as well as mobilization and demobilization of our assets to different geographic jurisdictions.

■  Third, contract DURATION lengthens. Average floating rig contract duration increased for the third consecutive year and is now at the highest level since 2014. In fact, the average contract duration for floaters increased by more than 40% from 2022 to 2023.

■  Fourth, customers finance the REACTIVATION of cold-stacked rigs. As the market becomes effectively sold out, we expect to see more cold-stacked floater reactivations. Importantly, Transocean owns eight of the 13 sixth- and seventh-generation cold-stacked drillships and can therefore help govern the pace of capacity additions to the active fleet. Since we will not reactivate an asset unless the initial contract fully covers our costs and provides an acceptable return, we believe that utilization, and therefore dayrates, will remain high for the foreseeable future.

■  Finally, a speculative NEWBUILD cycle occurs. Given the significant capital required for a newbuild and the lengthy anticipated lead times, we do not expect that the industry will initiate a speculative newbuild cycle for the foreseeable future.

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In short, we believe that we are in the early stages of a multi-year upcycle, and Transocean is well-prepared and uniquely positioned to benefit from it.

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Despite facing numerous operational challenges in 2023, including upgrading and mobilizing six rigs for programs in different geographic regions, operating the first, and only 20,000 psi capable rigs, Deepwater Titan and Deepwater Atlas, and onboarding and training 1,600 new offshore workers, we delivered another year of safe, reliable and efficient operations. Our personal and process safety performance was among our strongest on record, and our operational reliability was the best in the history of Transocean, as we delivered fleetwide uptime performance of 97.6%.

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In addition to delivering exceptional operational performance, throughout the year, we continued to manage the composition of our fleet, acquiring full ownership of the newbuild drillship Deepwater Aquila. With the addition of the Aquila to our fleet, we now own and operate eight of only 12 1,400 short-ton hookload drillships in the world, to go along with the only two 1,700 short-ton hookload drillships in the world, the Titan and Atlas, all of which provide us with a unique competitive advantage. We also streamlined and high-graded our fleet with the recent sale of our lower specification fourth-generation harsh environment semisubmersibles Paul B. Loyd, Jr. and Transocean Leader.

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Through these transactions, we continued to enhance what was already the highest specification ultra-deepwater and harsh environment floating fleet in the industry. We are proud to say that we further strengthened our competitive advantage by developing and deploying innovative technologies, with an acute focus on automation, that improve our offshore operations.

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During 2023, we achieved substantial milestones with the deployment of new automation technologies across the fleet, all of which improve safety, reliability and/or drilling efficiency, including:

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■   the use of automated drilling control to drill the first fully-automated hole section of a well on Transocean Encourage in the North Sea,

■   the installation of the third robotic riser bolting system in our fleet onto Deepwater Conqueror, and

■   the completion of the first offshore pilot of our enhanced safety crane anti-sway rotator system on Deepwater Thalassa.

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We also achieved milestones with our emissions reduction initiatives. Indeed, Transocean Norge is the first semisubmersible to receive classification society Det Norske Veritas’ Abate (P+) class notation for best practices in reducing emissions from power generation. Additionally, we are now utilizing an emissions-reducing fuel additive, along with instrumentation to monitor our progress, on eight of our rigs. And, depending on the results, we will pursue opportunities to implement these technologies on the other assets in our fleet.

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During the year, we continued to proactively manage our balance sheet. Among a number of transactions consummated throughout the year, we refinanced $1.2 billion of our senior secured notes, raised $525 million secured by Deepwater Titan and another $325 million secured by Deepwater Aquila. These transactions served to provide some near-term relief, and strategically positioned the Company to benefit from the ongoing multi-year upcycle. Now that the fleet is transitioning to newer contracts with higher dayrates and longer terms, the increase in, and predictability of, future cash flows will further support our efforts to improve our capital structure.  

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As you well know, our priority is to continuously deliver value to our shareholders. As such, our focus remains on operational execution and the efficient conversion of our backlog to revenue and cash, such that we can meet our maturities and scheduled amortization with cash from operations, and ultimately begin to simplify our capital structure and deleverage the balance sheet. Once we sufficiently reduce our leverage, which, given the trajectory of the market, we expect to do over the next two years, we intend to define and communicate our plan to return capital to shareholders.

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We are immensely proud of the commitment and hard work exhibited by the entire Transocean team in 2023. The experience, discipline and passion our team brings each day ensures we consistently deliver the best results for our customers and shareholders.

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Finally, we extend our sincere gratitude to all our shareholders for your continued trust in, and support of, Transocean.  

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March 26, 2024

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CONTENTS

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NOTICE TO SHAREHOLDERS

The 2024 Annual General Meeting of the shareholders (the “2024 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 2024 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 2024 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 26, 2024. 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 provides instructions on how to 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 26, 2024, but who were not registered as of March 22, 2024. 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 26, 2024.

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 (“NYSE”); 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.

Sincerely,

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March 26, 2024

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PROXY STATEMENT SUMMARY

2024 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 2024 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.

References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its subsidiaries and predecessors, unless the context requires otherwise. All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.

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COMPANY OVERVIEW AND 2023 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 36 mobile offshore drilling units consists of 28 ultra-deepwater floaters and eight harsh environment floaters. In addition, as of February 14, 2024, we were 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 14, 2024.

Excludes Paul B. Loyd, Jr. (sold in February 2024) and Deepwater Aquila (ultra-deepwater drillship classified as under construction until it enters service).

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 2023, we delivered exceptional operational performance. Importantly, we delivered a total recordable incident rate of 0.23, beating our target of 0.24. We also delivered uptime of 97.6% 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 terms of all of our current directors will expire at the 2024 Annual General Meeting, including the term for Edward R. Muller, who has been a member of the Board of Directors since 2008. Mr. Muller is retiring from the Company’s Board of Directors following the 2024 Annual General Meeting in accordance with our Corporate Governance Guidelines. The Company extends its sincere thanks to Mr. Muller for his years of service and many contributions to the Company’s success.

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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. Our newest member, Domenic J. “Nick” Dell’Osso, Jr., President and Chief Executive Officer of Chesapeake Energy Corporation (“Chesapeake”), joined our Board of Directors last year.

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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 directors is reflected below.

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During 2023, each of our current directors attended 100% of the Board of Directors’ meetings and meetings of committees on which he or she served, except for Mr. Barker, whose attendance at one committee meeting was excused.

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Additional information regarding the director nominees for election is provided below and under Agenda Item 5.

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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. Since our last Annual General Meeting, we invited shareholders representing more than 35% of our outstanding shares to meet with us to discuss key strategic initiatives, as well as recent operational and financial performance; our commitment to environmental sustainability and strong human capital management practices; our approach to board composition; and our executive compensation program. In addition, during 2023, we participated in 15 conferences, as well as direct one-on-one meetings and non-deal road shows with equity analysts. Our Chief Executive Officer, Chief Financial Officer, General Counsel, other executives and Investor Relations team participated in many of these engagements. 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

During 2023, two key market factors influenced our focus within sustainability: the early stages of a market upcycle and the continued global focus on energy security. This required that we execute our workforce strategy flawlessly so that we could seamlessly grow the business while continuing to deliver the safe, reliable, efficient and responsible service that our customers expect and upon which our industry and global community depend.

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In addition, we continued to invest in our future – prudently integrating technology and business processes that strengthen our performance and minimize our environmental impact in the long-term. Key highlights from the past year include:

■   We hired approximately 1,600 new offshore workers and reassigned nearly 4,000 existing offshore workers to support growth in our business, and we continued to perform at exceptionally high levels – our offshore crew delivered Company-record uptime performance of 97.6% and excellent safety performance with a Total Recordable Incident Rate (“TRIR”) of 0.23.

■   We published our first Human Rights report to convey how we uphold and respect human rights in our business practices and expect the same of our suppliers.

■   The Deepwater Titan commenced her inaugural contract, a 20,000 psi blowout preventer was installed on the Deepwater Atlas, and we completed the purchase of the Deepwater Aquila; in addition, we completed five additional large-scale rig projects, strengthening our leading position in the offshore drilling industry as the Company with the highest specification fleet.

■   The Transocean Norge became the first semisubmersible to be awarded DNV’s Abate (Power+) notation for best practices in reducing emissions from Power Generation. We launched an Assistant Crane Operator Development Program to train talented and motivated personnel to assume leadership roles in deck operations onboard our rigs.

■   We continued to incorporate sustainability – with a 20% weighting – into our 2023 annual bonus plan, with metrics tied to personal safety and emissions intensity reductions across our global fleet, and we surpassed our target for both measures.

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INVITATION TO 2024 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 22, 2024. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 26, 2024, 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 26, 2024, will not be entitled to vote or grant proxies to vote at the 2024 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 26, 2024, and the opening of business on the day following the 2024 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 26, 2024, have the right to vote their shares at the 2024 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 2024 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 2024 Annual General Meeting.

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 15, 2024 (5:59 a.m. Swiss time on Thursday, May 16, 2024), 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 2024 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 2024 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 2024 Annual General Meeting can be obtained by contacting:

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ANNUAL REPORT, CONSOLIDATED FINANCIAL STATEMENTS, STATUTORY FINANCIAL STATEMENTS

A copy of the 2023 Annual Report (including the consolidated financial statements for fiscal year 2023, the statutory financial statements of Transocean Ltd. for fiscal year 2023 and the audit reports on such consolidated and statutory financial statements), the 2023 Swiss Statutory Report on Non-Financial Matters and the 2023 Swiss Statutory Compensation Report is available electronically on our website at www.deepwater.com.

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

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Steinhausen, Switzerland

March 26, 2024

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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 2024 Annual General Meeting to be held on May 16, 2024, 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 26, 2024.

RECORD DATE

Only shareholders of record on April 26, 2024, are entitled to notice of and to grant proxies to vote at, the 2024 Annual General Meeting. No shareholder will be entered in Transocean Ltd.’s share register with voting rights between the close of business on April 26, 2024, and the opening of business on the day following the 2024 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 26, 2024, and the opening of business on the day following the 2024 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 2024 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 2024 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 2024 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 2024 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 2024 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 2024 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 March 8, 2024, there were 819,579,665 Transocean Ltd. shares deemed to be outstanding, which exclude 43,236,193 shares held by our subsidiary as of such date. Only registered holders of our shares on April 26, 2024, the record date established for the 2024 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 22, 2024. Any additional shareholders who are registered in Transocean Ltd.’s share register as of the close of business on April 26, 2024, but who were not registered in the share register as of March 22, 2024, will receive a copy of the proxy materials, including a proxy card, as soon as practicable after April 26, 2024. Shareholders not registered in Transocean Ltd.’s share register as of April 26, 2024, 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 26, 2024, 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 2024 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 2024 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 2024 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 2024 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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AGENDA ITEM 1

Approval of (A) the 2023 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2023 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2023, (B) the Swiss Statutory Compensation Report for Fiscal Year 2023 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2023

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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 2023 and the audited Swiss statutory financial statements of Transocean Ltd. for fiscal year 2023 are contained in the 2023 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.

The 2023 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 2023 and statutory financial statements for fiscal year 2023. 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, 2023, be approved. Ernst & Young Ltd expresses its opinion that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Transocean Ltd. and its subsidiaries as of December 31, 2023 and 2022, and the consolidated results of operations and cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States (“GAAP”) and comply with Swiss law. Ernst & Young Ltd further expresses its opinion and confirms that the statutory financial statements for fiscal year 2023 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

The Swiss Code requires that we prepare each year a separate Swiss Statutory Compensation Report. The current Swiss Statutory Compensation Report sets forth, for the fiscal years ended December 31, 2023, and 2022, the aggregate compensation of the members of the Board of Directors and the members of the Company’s Executive Management Team. Swiss law further requires us to submit our Swiss Statutory Compensation Report annually to shareholders for approval on an advisory basis.

With regard to the compensation of our Executive Management Team, we note that at our annual general meeting held on May 11, 2023, shareholders ratified, with a 98.7% approval, the fiscal year 2024 maximum aggregate compensation amount for our Executive Management Team in the aggregate amount of $26 million. Shareholders also ratified at that meeting, with a 98.9% approval, the maximum aggregate compensation amount for the Board of Directors (for the period between the 2023 Annual General Meeting and the 2024 Annual General Meeting) in the aggregate amount of $4.121 million.

Our 2023 Swiss Statutory Compensation Report accompanies this proxy statement and is part of our Annual Report.

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PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

In accordance with recent amendments to the Swiss Code, companies organized in Switzerland that have equity securities listed on a securities exchange and exceed, on a consolidated basis, certain workforce and financial thresholds are now required to prepare a report on non-financial matters and submit the report to a vote of shareholders at each annual general meeting. The Company meets such thresholds, and accordingly, shareholders are being asked to approve at the 2024 Annual General Meeting our Swiss Statutory Report on Non-Financial Matters for the fiscal year 2023. The shareholder vote on this report is advisory. As required by the Swiss Code, the report addresses certain environmental, social, employee-related, human rights and anti-corruption topics.

Our Swiss Statutory Report on Non-Financial Matters for the fiscal year 2023 is included in Appendix B.

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AGENDA ITEM 2

Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2023

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 12 months after the approval of the proposal. After the expiration of the 12-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 2023.

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AGENDA ITEM 3

Appropriation of the Accumulated Losses for Fiscal Year 2023

PROPOSAL OF THE BOARD OF DIRECTORS

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EXPLANATION

Under Swiss law, the appropriation of available earnings or accumulated losses, 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 losses subject to the vote of the Company’s shareholders at the 2024 Annual General Meeting is the accumulated losses of Transocean Ltd., on a standalone basis.

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AGENDA ITEM 4

Approval of Shares Authorized for Issuance

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EXPLANATION

At our 2023 Annual General Meeting, shareholders authorized us to issue, for a one-year period, up to 159,449,067 shares, representing approximately 20% of our share capital as of March 16, 2023, for general purposes. This current authorization will expire on May 11, 2024.

As of March 8, 2024, the issued share capital of the Company consisted of 862,815,858 shares. Upon approval of the current proposal, we would be authorized to issue for general purposes up to 172,563,171 shares, or approximately 20% of our share capital as of March 8, 2024, for a term expiring on May 29, 2025, the anticipated date of our 2025 Annual General Meeting. The proposed amendments to Article 5, part A of our Articles of Association reflecting this authorization would replace the authorization approved by shareholders at our 2023 Annual General Meeting. Under the proposed capital authorization, our Board of Directors would have authority to exclude preemptive rights in connection with an issuance of shares, as provided in our Articles of Association.

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. If this proposal 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 5

Reelection of 10 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 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 nominated as a director by anyone other than the Board of Directors as to whether that person will also submit

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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 qualifications and suitability of the individual, viewed in light of the needs of the Board of Directors, and is at the

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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 March 8, 2024, have seven different nationalities represented in our director and executive officer group, and 58 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 2023. During 2024, 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.

Director Attendance at Annual General Meeting

We expect all of our directors to attend the 2024 Annual General Meeting. All but one of our 11 directors then serving on the Board of Directors attended the 2023 Annual General Meeting.

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VOTING REQUIREMENT TO ELECT NOMINEES

The election of each nominee requires the affirmative vote of a plurality of the votes cast at the 2024 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 2024 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 March 8, 2024.

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NOMINEES FOR DIRECTOR

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