Transocean (RIG) Proxy filing summary

Executive summary

• Achieved record safety and operational performance in 2025, with zero operational integrity events and 97.7% fleet uptime.

• Reduced debt by $1.3 billion, improved cash flow, and announced a transformative all-stock acquisition of Valaris, expected to close in H2 2026.

• Entered 2026 with over 90% fleet commitment and $6.1 billion backlog, with a combined pro forma backlog of nearly $11 billion post-acquisition.

• Streamlined operations, reducing costs by $250 million through 2026, and expect $200 million in additional synergies from the Valaris deal.

• Celebrating 100th anniversary in 2026, with optimism for sustained offshore drilling upcycle and continued focus on deleveraging.

Voting matters and shareholder proposals

• Approval of 2025 Annual Report, audited financials, and advisory votes on compensation and non-financial matters.

• Discharge of Board and executive management from liability for 2025 activities.

• Appropriation of accumulated losses, approval of shares authorized for issuance, and election of 11 directors.

• Election of Board Chair and Compensation Committee members, reelection of independent proxy, and ratification of Ernst & Young as auditor.

• Advisory vote on executive compensation for 2026 and binding votes on maximum compensation for Board and executive management.

Board of directors and corporate governance

• Highly independent Board with annual elections, one share/one vote, and no dual-class stock.

• Active shareholder engagement program, annual Board and committee evaluations, and no poison pill.

• Board diversity includes multiple nationalities and backgrounds; nine of eleven nominees meet NYSE independence standards.

• Lead Independent Director role enhances oversight; Board separates CEO and Chair positions.