{"url_path":"/sec/rig/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1451505/0001104659-26-063883-index.html","accession_number":"0001104659-26-063883","cik":"0001451505","ticker":"RIG","issuer_name":"Transocean Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1451505/0001104659-26-063883-index.html","primary_entity_key":"0001451505","primary_entity_name":"Transocean Ltd."},"word_count":526,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn May 19, 2026,\nTransocean Ltd., a Swiss corporation (“**Transocean**”), entered into a support agreement\n(the “**Famatown Support Agreement**”) with Famatown Finance Limited, Kristian Johansen and the other parties thereto,\npursuant to which Transocean has agreed, subject to the terms and conditions set forth therein, to nominate Mr. Johansen for election\nto the board of directors (the “**Transocean Board**”) of Transocean (the “**Initial Nomination Right**”)\nat (i) the extraordinary general meeting of Transocean shareholders (the “**Transocean Extraordinary General Meeting**”),\nwith his election conditioned on approval of a shareholder resolution at the Transocean Extraordinary General Meeting and consummation\nof Transocean’s acquisition of Valaris Limited, an exempted company limited by shares incorporated\nunder the laws of Bermuda (“**Valaris**”), and (ii) each annual or extraordinary meeting of Transocean shareholders\nat which directors are elected during the period commencing at the Transocean Extraordinary General Meeting and ending on the date that\nis two years thereafter (the “**Re-Nomination Period**”). If the Transocean Board includes Mr. Johansen or another\nreplacement director reasonably acceptable to the Transocean Board (a “**Replacement Director**”) on Transocean’s\nslate of director nominees for any subsequent annual general meeting of Transocean shareholders and Mr. Johansen or the Replacement\nDirector is elected to serve as a Transocean director at such meeting, the Re-Nomination Period will be extended until completion of the\nnext annual general meeting of Transocean shareholders.\n\n \n\nIf Mr. Johansen is not\nelected to the Transocean Board at the Transocean Extraordinary General Meeting or any meeting of Transocean shareholders during the Re-Nomination\nPeriod, the Famatown Parties (as defined in the Famatown Support Agreement) have the right to nominate a Replacement Director, and the\nTransocean Board shall promptly nominate such Replacement Director for election at the next meeting of Transocean shareholders, subject\nto the terms and conditions set forth in the Famatown Support Agreement (together with the Initial Nomination Right, the “**Nomination\nRight**”). At any time Mr. Johansen or a Replacement Director is not a member of the Transocean Board during the Re-Nomination\nPeriod, the Famatown Parties have the right to designate an individual reasonably acceptable to the Transocean Board as an observer to\nthe Transocean Board and each committee thereof (the “**Observer Right**”). The Famatown Support Agreement contains customary\nstandstill and voting covenants applicable to the Famatowon Parties during the Re-Nomination Period, as well as important conditions relating\nto the Nomination Right and Observer Right.\n\n \n\nPursuant to the Famatown\nSupport Agreement, Mr. Johansen has agreed to tender his resignation as a director of the Transocean Board effective upon a determination\nby a majority of the Transocean Board (excluding Mr. Johansen), and the Famatown Support Agreement and the Re-Nomination Period will\nterminate, if, among others, (i) the Famatown Parties do not own at least 3.5% of the total issued and outstanding shares of Transocean,\n(ii) the Famatown Parties breach their standstill and voting commitments or (iii) Mr. Johansen or a Replacement Director\nfails to comply with applicable Transocean policies.\n\n \n\nThe foregoing description\nof the Famatown Support Agreement is not complete and is qualified in its entirety by the full text of the Famatown Support Agreement,\nwhich is filed as Exhibit 10.1 hereto."}