Transocean Ltd.
A contractor that runs a fleet of ultra-deepwater drillships and harsh-environment semisubmersibles, renting them out by the day to oil and gas companies worldwide. Its biggest vessels, like the Deepwater Atlas and Deepwater Titan, drill in waters too deep for fixed platforms, and it has agreed to acquire rival Valaris. The name traces to a 1926 rig-hand named "Stoney" Stoneman, who bought his first drilling rig with a personal check; his company later merged into today's Transocean.
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On February 9, 2026, the Issuer and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Issuer and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Issuer will acquire of all the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Persons entered into a Support Agreement with Valaris (the "Support Agreement"). The Support Agreement provides, on the terms and subject to the conditions thereof, that each Reporting Person will vote the Shares owned by such Reporting Person at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The disclosure contained under the heading "Support Agreement" in Item 6 is incorporated herein by reference.
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On February 9, 2026, the Issuer and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Issuer and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Issuer will acquire of all the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Persons entered into a Support Agreement with Valaris (the "Support Agreement"). The Support Agreement provides, on the terms and subject to the conditions thereof, that each Reporting Person will vote the Shares owned by such Reporting Person at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The disclosure contained under the heading "Support Agreement" in Item 6 is incorporated herein by reference.
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On February 9, 2026, the Issuer and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Issuer and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Issuer will acquire of all the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Persons entered into a Support Agreement with Valaris (the "Support Agreement"). The Support Agreement provides, on the terms and subject to the conditions thereof, that each Reporting Person will vote the Shares owned by such Reporting Person at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The disclosure contained under the heading "Support Agreement" in Item 6 is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Frederik W. Mohn | 13D/AActivist | 8.8% | 96.92M | Feb 11, 2026 |
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On February 9, 2026, the Issuer and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Issuer and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Issuer will acquire of all the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Persons entered into a Support Agreement with Valaris (the "Support Agreement"). The Support Agreement provides, on the terms and subject to the conditions thereof, that each Reporting Person will vote the Shares owned by such Reporting Person at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The disclosure contained under the heading "Support Agreement" in Item 6 is incorporated herein by reference. | ||||
| Perestroika AS | 13D/AActivist | 8.8% | 96.57M | Feb 11, 2026 |
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On February 9, 2026, the Issuer and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Issuer and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Issuer will acquire of all the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Persons entered into a Support Agreement with Valaris (the "Support Agreement"). The Support Agreement provides, on the terms and subject to the conditions thereof, that each Reporting Person will vote the Shares owned by such Reporting Person at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The disclosure contained under the heading "Support Agreement" in Item 6 is incorporated herein by reference. | ||||
| Perestroika (Cyprus) Ltd | 13D/AActivist | 8.8% | 96.57M | Feb 11, 2026 |
Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On February 9, 2026, the Issuer and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Valaris") (the Issuer and Valaris, collectively, the "Parties" and each, a "Party"), entered into a Business Combination Agreement (the "Agreement") providing for the combination of the two Parties. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, the Issuer will acquire of all the issued and outstanding common shares, par value $0.01 each, of Valaris (the "Valaris Shares") in exchange for Shares, at an exchange ratio of 15.235 Shares for each Valaris Share. In connection with the execution of the Agreement, the Reporting Persons entered into a Support Agreement with Valaris (the "Support Agreement"). The Support Agreement provides, on the terms and subject to the conditions thereof, that each Reporting Person will vote the Shares owned by such Reporting Person at the time of the applicable shareholder meeting in favor of the transactions contemplated by the Agreement. The disclosure contained under the heading "Support Agreement" in Item 6 is incorporated herein by reference. | ||||
| PRIMECAP MANAGEMENT CO/CA/ | 13G/APassive | 1.49% | 13.13M | Aug 14, 2025 |
| BlackRock, Inc. | 13G/APassive | 6.4% | 56.12M | Apr 23, 2025 |
| Capital World Investors | 13G/APassive | 4.6% | 40.22M | Feb 13, 2025 |