Transocean Ltd.

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TO THE OWNERS OF OUR COMPAN Y: Dear Fellow Shareholders, ​ 2025 was a year of significant progress for Transocean. Our team delivered best-in-class safety performance and exceptional uptime while also reducing our cost structure, resulting in strong cash flow generation. We completed several important capital market transactions that reduced debt and interest expense and simplified our balance sheet, improving our financial flexibility. These accomplishments, the result of the exceptionally hard work and dedication of our employees, contributed to improvement in our share price which, in turn, helped enable us to announce a definitive agreement to acquire Valaris in an all-stock transaction on February 9, 2026. ​ Key accomplishments include: ​ ■ Achieved exceptional safety results with zero operational integrity events and zero lost-time incidents across our fleet

■ At $461,300, earned the highest average daily revenue per rig among our key competitors

■ Retired $1.3 billion in debt, materially exceeding $700 million in scheduled maturities, and reduced annual interest expense by $90 million

■ Streamlined our organizational structure, improved efficiency of rig expenditures and rationalized global shore bases, resulting in an aggregate reduction in operating and support costs of approximately $250 million through 2026

■ Increased cash flow margins throughout the year, achieving 31% in Q4-25

■ Further rationalized our offshore fleet by recycling six rigs

■ Completed five major planned "out of service" projects on time and within budget.

Transocean offers the highest-specification ultra-deepwater and harsh-environment floating drilling fleet in the industry and our experienced people - from the office to the rig floor - strive to consistently implement our proven practices around the world. The result is outstanding operating and safety performance. Throughout 2025, our customers reaffirmed Transocean's value proposition by selecting our assets and crews for their projects. As a result, we enter 2026 with a fleet that is more than 90% committed, and we have $6.1 billion in high-quality backlog that we intend to efficiently convert to free cash flow. ​ While we have made meaningful strides to reduce debt, improving our capital structure is, and will remain, a top priority. The steps we have taken to sustainably lower our operating costs and interest expense will enhance our cash flow, allowing us to accelerate deleveraging. ​ In 2026, we are celebrating Transocean's 100th anniversary, a significant milestone in our Company's history. This is an exciting time: we are optimistic regarding prospects for a sustained upcycle in offshore drilling and we remain encouraged by the outlook for improving future demand for our assets. Demand for hydrocarbons continues to increase, and offshore exploration is expected to grow in importance as customers prioritize reserve replacement and cost-competitive new developments around the world. ​ We believe that our recently announced acquisition of Valaris is transformative, serving to better position Transocean for this emerging upcycle. It reinforces our position as an industry leader with the highest specification fleet, a dedicated team, and strong customer-focused operations. Consistent with Transocean's commitment to be the "partner of choice," our customers will have global access to a highly capable, diverse

portfolio of offshore drilling rigs, enhancing our ability to provide them with best-in-class service in all environments, as well as efficient, safe and predictable operations. ​ Additionally, we expect to achieve more than $200 million in cost synergies - incremental to the approximately $250 million savings expected from Transocean on a standalone basis - with improved cash ‑ flow generating potential supported by a combined pro forma backlog of close to $11 billion. Post-close, accelerated debt reduction and strengthening of our balance sheet will remain key objectives. ​ The combination of Transocean and Valaris advances all our strategic priorities and positions us to create significant value for our shareholders and, through a sustainable reduction in costs, further aligns our objectives with those of our customers. We expect this transaction to close in the second half of 2026 and look forward to sharing more information with you in the coming quarters. ​ Your vote is very important to us. We encourage you to review the materials carefully and vote in favor of the Board's recommendations for each proposal. These proposals reflect the Board's ongoing efforts to execute Transocean's strategy, demonstrate effective governance, and align management compensation drivers with shareholder value. ​ On behalf of the Board of Directors and management team, thank you for your support of our Company. ​ Sincerely, ​ ​ ​ ​ ​ ​ ​

​ KEELAN I. ADAMSON ​ ​ ​ ​ Jeremy D. Thigpen ​ President and Chief Executive Officer ​ ​ Executive Chair

P- 1 NOTICE TO SHAREHOLDERS P- 3 PROXY STATEMENT SUMMARY P- 8 GOVERNANCE HIGHLIGHTS P- 10 INVITATION TO 2026 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD. P- 15 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS P- 16 INFORMATION ABOUT THE MEETING AND VOTING P- 21 AGENDA ITEM 1 APPROVAL OF (A) THE 2025 ANNUAL REPORT, INCLUDING THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2025, AND THE AUDITED STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2025; AND ADVISORY VOTES TO APPROVE (B) THE SWISS STATUTORY COMPENSATION REPORT FOR FISCAL YEAR 2025 AND (C) THE SWISS STATUTORY REPORT ON NON-FINANCIAL MATTERS FOR FISCAL YEAR 2025 P- 24 AGENDA ITEM 2 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT TEAM FROM LIABILITY FOR ACTIVITIES DURING FISCAL YEAR 2025 P- 25 AGENDA ITEM 3 APPROPRIATION OF THE ACCUMULATED LOSSES FOR FISCAL YEAR 2025 P- 26 AGENDA ITEM 4 APPROVAL OF SHARES AUTHORIZED FOR ISSUANCE P- 28 AGENDA ITEM 5 ELECTION OF 11 DIRECTORS, EACH FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING P- 43 SKILLS & EXPERIENCE MATRIX FOR DIRECTOR NOMINEES P- 44 AGENDA ITEM 6 ELECTION OF THE CHAIR OF THE BOARD OF DIRECTORS FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING P- 45 AGENDA ITEM 7 ELECTION OF THE MEMBERS OF THE COMPENSATION COMMITTEE, EACH FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING P- 46 AGENDA ITEM 8 REELECTION OF THE INDEPENDENT PROXY FOR A TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING P- 47 AGENDA ITEM 9 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026 AND REELECTION OF ERNST & YOUNG LTD, ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE-YEAR TERM P- 49 AGENDA ITEM 10 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR FISCAL YEAR 2026 P- 51 AGENDA ITEM 11 PROSPECTIVE VOTE ON THE MAXIMUM COMPENSATION OF (A) THE BOARD OF DIRECTORS AND (B) THE EXECUTIVE MANAGEMENT TEAM P- 55 CORPORATE GOVERNANCE P- 63 BOARD MEETINGS AND COMMITTEES P- 71 2025 DIRECTOR COMPENSATION P- 72 AUDIT COMMITTEE REPORT P- 74 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS P- 75 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS P- 76 COMPENSATION DISCUSSION AND ANALYSIS P- 98 COMPENSATION COMMITTEE REPORT P- 99 EXECUTIVE COMPENSATION P- 113 EQUITY COMPENSATION PLAN INFORMATION P- 114 OTHER MATTERS APA- 1 APPENDIX A APB- 1 APPENDIX B ANA- 1 ANNEX A

​ ​ ​ NOTICE TO SHAREHOLDERS The 2026 Annual General Meeting of the shareholders (the "2026 Annual General Meeting") of Transocean Ltd. (the "Company") will be held: ​ ​ ​

WHEN WHERE Friday, May 22, 2026 Parkhotel Zug 8:00 a.m. Swiss time Industriestrasse 14 ​ 6302 Zug, Switzerland

​ Information regarding the matters to be acted upon at the meeting is set forth in the attached invitation to the 2026 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 2026 Annual General Meeting, we will ask you to vote on the following items: u

AGENDA ITEM ​ DESCRIPTION ​ BOARD RECOMMENDATION ​ FOR MORE INFORMATION, SEE PAGE 1 ​ Approval of (A) the 2025 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2025, and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2025; and Advisory Votes to Approve (B) the Swiss Statutory Compensation Report for Fiscal Year 2025 and (C) the Swiss Statutory Report on Non-Financial Matters for Fiscal Year 2025 ​ ✓ FOR ​ P-21 2 ​ Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2025 ​ ✓ ​ FOR ​ P-24 3 ​ Appropriation of the Accumulated Losses for Fiscal Year 2025 ​ ✓ ​ FOR ​ P-25 4 ​ Approval of Shares Authorized for Issuance ​ ✓ ​ FOR ​ P-26 5 ​ Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting ​ ✓ ​ FOR ​ ​ P-28 6 ​ Election of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting ​ ✓ ​ FOR ​ P-44 7 ​ Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting ​ ✓ ​ FOR ​ ​ P-45 8 ​ Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting ​ ✓ ​ FOR ​ P-46 9 ​ Ratification of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2026 and Reelection of Ernst & Young Ltd, ​ ✓ ​ FOR ​ P-47

Zurich, as the Company's Auditor for a Further One-Year Term 10 ​ Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2026 ​ ✓ ​ FOR ​ P-49 11 ​ Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team ​ ✓ ​ FOR ​ P-51

​ KEELAN I. ADAMSON ​ ​ ​ ​ Jeremy D. Thigpen ​ President and Chief Executive Officer ​ ​ Executive Chair

PROXY STATEMENT SUMMARY 2026 ANNUAL GENERAL MEETING DETAILS

WHEN WHERE RECORD DATE Friday, May 22, 2026 Parkhotel Zug May 4, 2026 8:00 a.m. Swiss time Industriestrasse 14 ​ ​ 6302 Zug, Switzerland ​

​ ​ ​ ​ ​ ​ ​ ​ BY PHONE ​ BY INTERNET ​ BY MAIL ​ BY MOBILE DEVICE ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Registered Holders (shares are registered in your own name) ​ On a touch-tone telephone, call toll-free: +1 (800) 690-6903 24/7, and follow the instructions. ​ You will need the 16-digit control number that is included in the voting instructions form that is sent to you. ​ You will be able to confirm that the telephonic system has properly recorded your votes. ​ Go to www.proxyvote.com 24/7, and follow the instructions. ​ You will need the 16-digit control number that is included in the voting instructions form that is sent to you. ​ The internet system allows you to confirm that the system has properly recorded your voting instructions. ​ Complete, date, sign and return your proxy card in the postage-paid envelope. ​ Do not mail the proxy card if you are submitting voting instructions over the internet or by telephone. ​ Scan the QR code, which can be found on your voting instructions form that is sent to you. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beneficial Owners (shares are held "in street name" in a stock brokerage account or by a bank, nominee or other holder of record) ​ On a touch-tone telephone, call toll-free: +1 (800) 690-6903 24/7, and follow the instructions. ​ You will need the 16-digit control number that is included in the voting instructions form that is sent to you. ​ You will be able to confirm that the telephonic system has properly recorded your votes. ​ Go to www.proxyvote.com 24/7, and follow the instructions. ​ You will need the 16-digit control number that is included in the voting instruction form that is sent to you. ​ The internet system allows you to confirm that the system has properly recorded your voting instructions. ​ Complete, date, sign and return your voting information form. ​ Do not mail the voting instruction form if you are submitting voting instructions over the internet or by telephone. ​ Scan the QR code, which can be found on your voting instructions form that is sent to you. ​ ​

YOUR VOTE IS IMPORTANT Even if you plan to attend the 2026 Annual General Meeting, you are encouraged to submit your voting instructions over the internet, by telephone or by mail as soon as possible prior to the meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING TO BE HELD ON MAY 22, 2026 Our proxy statement and 2025 Annual Report are available at www.proxyvote.com or on our website investor.deepwater.com under "Financial Reports ― Annual and Quarterly Reports." Information contained on or accessible from our website is not incorporated by reference into this proxy statement and should not be considered a part of this report or any other filing that we make with the SEC. Furthermore, references to our website URLs are intended to be inactive textual references only.

​ Shareholders registered in our share register on the record date have the right to vote their shares at the 2026 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. References to "Board"or"Board of Directors" mean the Board of Directors of the Company. All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted. ​

COMPANY OVERVIEW AND 2025 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 27 mobile offshore drilling units consists of 20 ultra-deepwater floaters and seven harsh environment floaters. The graphic below shows the global market presence of our operating fleet as of our Fleet Status Report issued on February 19, 2026. ​ With the offshore industry's largest high-specification floating fleet, and a relentless 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 2025, we achieved exceptional operational performance. Importantly, we delivered a company-best total recordable incident rate ("TRIR") of 0.19, below our established objective of 0.20. We also delivered uptime of 97.7% across our global fleet of floaters that are focused on ultra-deepwater and harsh environment operations, which present the most challenging operational conditions. We believe hydrocarbons will continue to be a critical source of energy for the foreseeable future. Many policy makers are prioritizing energy security, resulting in a diverse and resilient supply portfolio of energy, which we expect will support sustained, long-term demand for oil and natural gas.

NOMINEES TO THE BOARD OF DIRECTORS As the market leader in offshore drilling, Transocean has attracted and retained the most qualified Board of Directors and leadership team in the industry. The terms of all our current directors will expire at the 2026 Annual General Meeting. 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. Each of our director nominees has a proven record of success and high integrity and is committed to advancing our shareholders' interests and enhancing the Company's environmental and safety objectives. During 2025, each of our current directors attended 100% of the Board of Directors' meetings and meetings of committees on which he or she served. Additional information regarding the director nominees for election is provided below and under Agenda Item 5. ​

DIRECTORS FOR ELECTION AGE (1) DIRECTOR SINCE INDEPENDENT AUDIT COMPENSATION FINANCE GOVERNANCE, SAFETY & ENVIRONMENT OTHER CURRENT PUBLIC COMPANY BOARDS (1)

Keelan I. Adamson President and CEO, Transocean Ltd. 56 2025 ​ ​ ​ ​ ​ 0

Glyn A. Barker Former Vice Chair-U.K., PwC LLP 72 2012 ✓

Vanessa C.L. Chang Former Director and Shareholder of EL & EL Investments Ltd. 73 2012 ✓

Frederico F. Curado Former President and CEO, Embraer S.A. 64 2013 ✓ ​ 2

Chadwick C. Deaton Former Executive Chair and CEO, Baker Hughes Incorporated 73 2012 ✓ ​ ​ ​ 0

Domenic J. "Nick" Dell'Osso, Jr. Former President and CEO, Expand Energy Corporation 49 2023 ✓ ​ ​

Vincent J. Intrieri Founder and CEO, VDA Capital Management LLC 69 2014 ✓ ​ 3

William F. "Bill" Lacey Executive Vice President and CFO, Woodward Inc. 56 2025 ✓

Samuel J. Merksamer Executive Director, Mubadala Capital 45 2013 ✓

Frederik W. Mohn Owner and Managing Director, Perestroika AS; former Director and Chair, Songa Offshore SE 49 2018 ✓ ​ ​ ​

Jeremy D. Thigpen Executive Chair, Transocean Ltd. 51 2015 ​ ​ ​ ​ ​ 0 ​ MEETINGS IN 2025: BOARD: 4 BOARD AND COMMITTEES: 24 8 4 4 4

Committee Chair ​ Committee Member ​ Audit Committee financial expert (SEC and NYSE) ​ ​ ✓ Independent, as determined by the Board of Directors in accordance with applicable rules and regulations

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: ■ Highly independent Board of Directors

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