SCHEDULE: Mohn, Perestroika Boost Transocean Stake to 10.1%

Frederik W. Mohn and Perestroika entities have increased their beneficial ownership in Transocean Ltd. to 10.1% through a series of share purchases and an exchange of bonds.

Summary

• Frederik W. Mohn, Perestroika AS, and Perestroika (Cyprus) Ltd. (collectively, Reporting Persons) beneficially own 95,418,301 shares of Transocean Ltd., representing approximately 10.1% of the outstanding shares.
• This filing is Amendment No. 8 to the Schedule 13D, updating previous disclosures.
• The percentage of ownership is based on 943,124,986 shares outstanding as of July 29, 2025, as reported by Transocean Ltd. in its Form 10-Q.
• On April 21, 2023, Perestroika Sub exchanged $213,367,000 in 2.5% Senior Guaranteed Exchangeable Bonds due January 2027 into Transocean shares, representing a change in the form of ownership.
• On September 15, 2023, Transocean delivered 1,978,396 shares, valued at $15,870,000, to Perestroika Sub for the acquisition of Liquila Ventures Ltd.
• Perestroika Sub made several open market purchases: 1,000,000 shares at $4.89 on February 27, 2024; 2,000,000 shares at $6.01 on May 15, 2024; 2,000,000 shares at $5.23 on August 2, 2024; and 1,500,000 shares at $4.13 on September 12, 2024.
• On September 26, 2025, Perestroika Sub purchased 4,000,000 shares at $3.05 per share in connection with a registered public offering by Transocean Ltd.
• All share purchases by Perestroika Sub were funded using cash from Perestroika's ongoing operations.

Sentiment

Score: 7

Explanation: The sentiment is generally positive due to the significant and increasing beneficial ownership by a key investor, indicating strong confidence. However, the latest share purchase occurring at a lower price in a public offering introduces a degree of caution regarding the company's recent valuation or capital needs.

Positives

• Significant increase in beneficial ownership by key investors (Frederik W. Mohn and Perestroika entities) to 10.1% signals strong confidence in Transocean Ltd.'s future.
• Consistent buying activity over an extended period demonstrates a long-term commitment to the company.
• The exchange of bonds into shares indicates a conversion of debt-like instruments into equity, potentially simplifying the capital structure from the investor's perspective.

Negatives

• The latest share purchase by Perestroika Sub on September 26, 2025, was at a price of $3.05 per share, which is significantly lower than previous purchase prices ranging from $4.13 to $6.01 per share, potentially indicating a decline in market valuation or a dilutive offering for existing shareholders.
• Participation in a public offering at a lower price point could suggest a need for capital by the Issuer or a perceived lower fair value at the time of the offering.

Risks

• No specific new risks related to Transocean's operations or financial health are detailed in this ownership filing. The inherent risks of equity investment and market fluctuations apply.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the Reporting Persons, beyond their continued investment in Transocean Ltd. which implies a positive long-term view.

Industry Context

Transocean Ltd. is a leading international provider of offshore contract drilling services for oil and gas wells. The increased stake by a significant investor like Frederik W. Mohn and Perestroika entities could be interpreted as a vote of confidence in the offshore drilling sector's recovery or Transocean's specific strategic positioning within it.

Related Party Transactions

• On September 15, 2023, Transocean Ltd. acquired all issued and outstanding equity interests in Liquila Ventures Ltd. from Perestroika Sub, delivering 1,978,396 shares valued at $15,870,000. Given Frederik W. Mohn's role as a director of Transocean and his control over Perestroika entities, this transaction constitutes a related party dealing.

Stakeholder Impact

• Shareholders: The increased stake by a significant investor could instill confidence, but the lower price of the latest public offering might raise concerns about dilution or valuation.
• Creditors: The exchange of exchangeable bonds into shares by Perestroika Sub reduces the outstanding bond principal, potentially improving the company's debt profile.

Key Dates

Recommendation

The significant increase in beneficial ownership by Frederik W. Mohn and Perestroika entities, reaching 10.1% of Transocean Ltd., demonstrates strong insider confidence and a long-term commitment. However, the participation in a public offering at a lower price ($3.05 per share) compared to previous open market purchases suggests potential dilution or a perceived lower valuation by the market at that time. While the long-term commitment is positive, the recent pricing dynamics warrant a cautious 'hold' rather than an aggressive 'buy' without further operational insights or a clearer understanding of the company's strategic direction and financial performance.

Keywords

Transocean, Frederik W. Mohn, Perestroika, Schedule 13D, Beneficial Ownership, Share Purchase, Equity Stake, Offshore Drilling, SEC Filing