Form 4: Seadrill Officer Reports Equity Transactions & RSU Vesting

Seadrill's EVP & Chief Technology & Sustainability Officer, Torsten Sauer-Petersen, reported recent equity transactions and the vesting of performance-based restricted stock units.

Summary

• Torsten Sauer-Petersen, EVP & Chief Technology & Sustainability Officer of Seadrill Ltd, reported changes in his beneficial ownership of common shares and restricted stock units (RSUs).
• On December 31, 2025, 11,951 common shares were acquired, increasing beneficial ownership to 38,988 shares.
• Also on December 31, 2025, 3,560 common shares were disposed of at a price of $34.6, resulting in 35,428 shares beneficially owned.
• The Joint Nomination and Remuneration Committee certified the achievement of the 2023 Award Free Cash Flow (FCF) Metric for the 2024 Measurement Period at 113.67% on March 18, 2025.
• The Committee also certified the achievement of the 2024 Award FCF Metric for the 2024 Measurement Period at 113.67% on March 18, 2025.
• As a result of the 2024 Measurement Period FCF metric achievement, 4,331 RSUs from the 2023 Award and 2,668 RSUs from the 2024 Award were acquired on March 18, 2025.
• On December 31, 2025, 7,620 RSUs related to the 2023 Award FCF Metric for the 2023 Measurement Period vested, and 4,331 RSUs related to the 2023 Award FCF Metric for the 2024 Measurement Period also vested.

Sentiment

Score: 6

Explanation: The achievement of performance-based free cash flow metrics at 113.67% is a positive indicator of operational performance. However, the disposal of shares, while potentially part of a pre-arranged plan, introduces a slightly neutral to negative element, balancing the overall sentiment to moderately positive.

Positives

• The Joint Nomination and Remuneration Committee certified the achievement of the 2023 Award Free Cash Flow (FCF) Metric for the 2024 Measurement Period at 113.67%, indicating strong performance against a key operational target.
• The Committee also certified the achievement of the 2024 Award FCF Metric for the 2024 Measurement Period at 113.67%, further demonstrating robust performance in free cash flow generation.

Negatives

• A disposal of 3,560 common shares occurred on December 31, 2025, at a price of $34.6, reducing the direct beneficial ownership of the reporting person.

Future Outlook

The remaining portions of the 2023 Award restricted stock units are subject to the achievement of total shareholder return metrics and the 2025 annual free cash flow performance metric, with vesting contingent on continued employment through December 31, 2025. The 2024 Award restricted stock units are subject to total shareholder return metrics and annual free cash flow performance metrics for 2025 and 2026, with vesting contingent on continued employment through December 31, 2026. Settlement of earned RSUs will be in cash or common shares at the Committee's election.

Management Comments

• The Joint Nomination and Remuneration Committee certified the achievement of the 2023 Award Free Cash Flow Metric for the 2024 Measurement Period at 113.67%.
• The Joint Nomination and Remuneration Committee certified the achievement of the 2024 Award Free Cash Flow Metric for the 2024 Measurement Period at 113.67%.

Industry Context

This Form 4 filing details specific insider equity transactions and executive compensation related to performance targets, rather than providing broad industry trends or competitive analysis. It reflects individual executive incentives and ownership changes within Seadrill.

Corporate Governance

Related Party Transactions

• The transactions involve the EVP & Chief Technology & Sustainability Officer, Torsten Sauer-Petersen, and Seadrill Ltd, representing executive compensation and equity ownership changes.

Stakeholder Impact

• Shareholders: The achievement of free cash flow performance metrics at 113.67% indicates strong operational performance, which is generally positive for shareholder value.
• Employees (specifically the reporting person): The vesting of restricted stock units based on performance and continued employment provides incentive and compensation, aligning executive interests with company success.

Next Steps

• Continued measurement of the 2023 Award FCF Metric for the year ending December 31, 2025.
• Continued measurement of the 2024 Award FCF Metric for the years ending December 31, 2025 and 2026.
• Vesting of remaining performance-based restricted stock units for the 2023 Award on December 31, 2025, subject to continued employment and total shareholder return metrics.
• Vesting of remaining performance-based restricted stock units for the 2024 Award on December 31, 2026, subject to continued employment and total shareholder return metrics.

Key Dates

Keywords

Seadrill, SDRL, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Equity Ownership, Free Cash Flow Metric, Performance-Based Awards