Form 4: Seadrill EVP Ali Reports Share Acquisitions & RSU Vesting

Seadrill's EVP & Chief Commercial Officer, Samir H. Ali, reported the acquisition of common shares and vesting of performance-based restricted stock units, alongside a sale for tax purposes.

Summary

• Samir H. Ali, EVP & Chief Commercial Officer of Seadrill Ltd (SDRL), reported transactions involving common shares and restricted stock units (RSUs).
• On December 31, 2025, Ali acquired 11,951 common shares, increasing his direct beneficial ownership to 40,829 shares before a subsequent disposition.
• Also on December 31, 2025, Ali disposed of 3,262 common shares at a price of $34.6 per share, likely for tax withholding purposes, resulting in a post-transaction beneficial ownership of 37,567 common shares.
• On March 18, 2025, Ali acquired 4,331 performance-based restricted stock units related to the 2023 Award Free Cash Flow (FCF) Metric for the 2024 Measurement Period.
• Concurrently on March 18, 2025, Ali acquired an additional 2,668 performance-based restricted stock units related to the 2024 Award FCF Metric for the 2024 Measurement Period.
• The Joint Nomination and Remuneration Committee certified the achievement of both the 2023 Award FCF Metric and the 2024 Award FCF Metric for the 2024 Measurement Period at 113.67%.
• On December 31, 2025, 7,620 RSUs from the 2023 Award FCF Metric (2023 Measurement Period) and 4,331 RSUs from the 2023 Award FCF Metric (2024 Measurement Period) vested and converted into common shares.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The successful achievement of performance metrics at 113.67% for executive compensation awards is a strong indicator of positive operational performance. The share acquisition through vesting outweighs the disposition for tax purposes, reflecting continued executive alignment and ownership.

Positives

• The company's Joint Nomination and Remuneration Committee certified the achievement of the 2023 Award FCF Metric and the 2024 Award FCF Metric for the 2024 Measurement Period at a strong 113.67%, indicating robust performance against targets.
• The vesting of 11,951 restricted stock units into common shares demonstrates the successful fulfillment of performance conditions and continued executive alignment with shareholder interests.

Negatives

• A disposition of 3,262 common shares occurred at $34.6 per share, likely for tax withholding, which reduces the executive's direct shareholding.

Future Outlook

The remaining earned restricted stock units from the 2024 Award FCF Metric are subject to the reporting person's continued employment through December 31, 2026, and will be settled in cash or common shares at the Committee's election. Future performance will be measured annually for the 2025 and 2026 periods for the 2024 Award FCF Metric.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs aligns executive incentives with shareholder returns and free cash flow generation, potentially benefiting long-term shareholder value.
• Employees: The continued employment condition for RSU vesting reinforces executive retention.

Next Steps

• Continued employment of the reporting person through December 31, 2026, for the vesting of remaining 2024 Award RSUs.
• Annual measurement of the 2024 Award FCF Metric for the years ending December 31, 2025, and December 31, 2026.

Key Dates

Keywords

Seadrill, SDRL, Form 4, Insider Trading, Restricted Stock Units, RSU, Executive Compensation, Share Acquisition, Share Disposition, Free Cash Flow Metric