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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
\nPursuant to Section 13 or 15(d) of
\nthe Securities and Exchange Act of 1934

Date of Report (Date of earliest event\nreported): October 14, 2026 (October 14, 2026)

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Switzerland	001-38373	98-0599916
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Turmstrasse 30
Steinhausen, Switzerland		CH-6312
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including\narea code: +41 (41) 749-0500

Check the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

\n\n

Written communications pursuant to Rule 425 under the Securities\nAct (17 CFR 230.425)

\n\n

Soliciting material pursuant to Rule 14a-12 under the Exchange\nAct (17 CFR 240.14a-12)

\n\n

Pre-commencement communications pursuant to Rule 14d-2(b) under\nthe Exchange Act (17 CFR 240.14d-2(b))

\n\n

Pre-commencement communications pursuant to Rule 13e-4(c) under\nthe Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Ticker \n Symbol(s)		Name of each exchange \n on which registered
Shares, $0.10 par value		RIG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities\nExchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

As previously announced,\non February 9, 2026, Transocean Ltd., a Swiss corporation (“Transocean”), and Valaris\nLimited, an exempted company limited by shares incorporated under the laws of Bermuda (“Valaris”),\nentered into a Business Combination Agreement (the “Agreement”). The Agreement provides that, among other things\nand upon the terms and subject to the conditions thereof, Transocean will acquire all of the issued and outstanding common shares of Valaris\n(the “Valaris Shares”) in exchange for 15.235 shares of Transocean per Valaris Share (the “Business Combination”).

On October 13, 2026,\nthe Brazilian competition authorities (“CADE”) issued a decision determining that the Business Combination may be put\ninto effect without restrictions. Transocean and Valaris expect this decision to be published in Brazil’s Official Journal on October 15,\n2026 or October 16, 2026, which will trigger the start of a fifteen-day waiting period before the decision becomes final.

Once CADE’s decision\nbecomes final, all regulatory approval conditions to the closing of the Business Combination will be satisfied. Transocean and Valaris\ncurrently anticipate that the closing of the Business Combination will occur in the fourth quarter of 2026, subject to the satisfaction\nor waiver of the remaining conditions to closing set forth in the Agreement.

Cautionary Statement Regarding Forward-Looking\nStatements

This communication includes certain “forward-looking\nstatements” within the meaning of the federal securities laws, including, but not limited to, those statements related to the proposed\ntransaction, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction.\nThese forward-looking statements are generally identified by the words “aim,” “anticipate,” “assume,”\n“believe,” “contemplate,” “continue,” “project,” “might,” “could,”\n“expect,” “estimate,” “intend,” “strategy,” “plan,” “predict,”\n“potential,” “may,” “should,” “will,” “would,” “will be,” “will\ncontinue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these\nidentifying words.

Any statements about Transocean’s, Valaris’\nor the combined company’s plans, objectives, expectations, strategies, beliefs or future performance or events constitute forward-looking\nstatements. These forward-looking statements, including statements regarding the proposed transaction, are based on Transocean’s\nand Valaris’ current expectations, estimates, projections and assumptions. Because forward-looking statements relate to the future,\nthey are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those expressed or implied\nby such forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance,\nsuch as statements about the consummation of the proposed transaction and the anticipated benefits thereof. There is no assurance that\nthese future events will occur as anticipated or that our results, estimates or assumptions will be correct, and we caution investors\nand all others not to place undue reliance on such forward-looking statements. Actual results could differ materially from those currently\nanticipated due to a number of risks and uncertainties, many of which are beyond Transocean’s and Valaris’ control.

Important factors, risks and uncertainties that\ncould cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the\ncompletion of the proposed transaction on the anticipated terms and timing, or at all, including obtaining regulatory and shareholder\napprovals, and the satisfaction of other conditions to the completion of the proposed transaction as well as the failure to realize anticipated\nbenefits of the proposed transaction; (ii) potential litigation relating to the proposed transaction, including the effects of any\noutcomes related thereto; (iii) the risk that disruptions from the proposed transaction (including the ability of certain counterparties\nof Valaris to terminate or amend contracts upon a change of control) will harm Transocean’s or Valaris’ business, including\ncurrent plans and operations, including during the pendency of the proposed transaction; (iv) the ability of Transocean or Valaris\nto retain and hire key personnel, to retain customers or maintain relationships with their respective suppliers, customers and partners;\n(v) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed\ntransaction; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion\nof the proposed transaction; (vii) legislative, regulatory and economic developments; (viii) potential business uncertainty,\nincluding changes to existing business relationships, during the pendency of the proposed transaction that could affect Transocean’s\nor Valaris’ financial performance as well as unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,\nsynergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion\nand growth of Transocean’s or Valaris’ businesses; (ix) the inability of Transocean and Valaris to achieve expected synergies\nfrom the transaction or that it may take longer or be more costly than expected to achieve those synergies; (x) an inability to de-leverage\non the expected timeline, or at all; (xi) the imposition of any terms and conditions on any required governmental and regulatory\napprovals that could reduce the anticipated benefits to Transocean and Valaris of the acquisition; (xii) the inability to successfully\nintegrate Valaris’ operations with those of Transocean without unexpected cost or delay; (xiii) certain restrictions during\nthe pendency of the proposed transaction that may impact Transocean’s or Valaris’ ability to pursue certain business opportunities\nor strategic transactions; (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism,\noutbreaks of war or hostilities or public health issues, as well as management’s response to any of the aforementioned factors;\n(xv) the impact of inflation, tariffs, rising interest rates, and global conflicts, including disruptions in European economies as\na result of the Ukrainian/Russian conflict and the ongoing conflicts in the Middle East, the relationship between China and Taiwan and\nongoing trade disputes between the United States and China; (xvi) the possibility that the proposed transaction may be more expensive\nto complete than anticipated, including as a result of unexpected factors or events; (xvii) the occurrence of any event, change or\nother circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring Transocean\nor Valaris to pay a termination fee; (xviii) the risk that Transocean’s or Valaris’ share price may decline significantly\nif the proposed transaction is not consummated; (xix) there may be liabilities that are not known, probable or estimable at this\ntime or unexpected costs, charges or expenses; (xx) commodity price fluctuations and volatility, customer demand, loss of a significant\ncustomer or customer contracts, downtime and other risks associated with offshore rig operations and changes in worldwide rig supply;\n(xxi) adverse weather or major natural disasters, including hurricanes; (xxii) the global and regional supply and demand for\noil and gas; (xxiii) fluctuation of current and future prices of oil and gas; (xxiv) intention to scrap certain drilling rigs;\n(xxv) demand, competition and technology, supply chain and logistics challenges, consumer preferences for alternative fuels and forecasts\nor expectations regarding the global energy transition, changes in customer strategy and future levels of offshore drilling activity;\n(xxvi) estimated duration of customer contracts and contract dayrate amounts, future contract commencement dates and locations, planned\nshipyard projects and other out-of-service time, sales of drilling units, the cost and timing of mobilizations and reactivations, operating\nhazards and delays, weather-related risks, risks associated with international operations, actions by customers and other third parties;\n(xxvii) increasing regulatory complexity, general economic, market, business and industry conditions, trends and outlook, general\npolitical conditions, including political tensions, conflicts and war, cybersecurity attacks and threats, uncertainty around the use and\nimpacts of artificial intelligence applications, the effects of contagious illnesses including the spread of and mitigation efforts by\ngovernments, businesses and individuals and other factors, including those risks and uncertainties found in Transocean’s and Valaris’\nrespective filings with the SEC, including the risk factors discussed in Transocean’s and Valaris’ most recent Annual Reports\non Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC from time to time, which are\navailable via the SEC’s website at www.sec.gov; and (xxviii) those risks that will be described in future filings with the\nSEC and available from the sources indicated below.

There can be no assurance that the proposed transaction\nwill be completed, or if it is completed, that it will close within the anticipated time period. While the list of factors presented here\nis, and the list of factors presented in the joint proxy statement will be, considered representative, no such list should be considered\nto be a complete statement of all potential risks and uncertainties and should be read in conjunction with the other forward-looking statements.\nUnlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements\nrelate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim\nany obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments,\ncircumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other\nrisks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what\nwe may have expressed or implied by these forward-looking statements. All forward-looking statements in this communication are qualified\nin their entirety by this cautionary statement. You should specifically consider the factors identified in this communication that could\ncause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict\nthose events or how they may affect us.

Important Additional Information and Where\nto Find It

The transaction relates to the proposed business\ncombination of Transocean and Valaris pursuant to the terms of the Business Combination Agreement, dated as of February 9, 2026,\nand is being made by way of a scheme of arrangement pursuant to section 99 of the Companies Act 1981, as amended, under the laws of Bermuda.\nIn connection therewith, Transocean and Valaris filed a joint definitive proxy statement on Schedule 14A with the SEC on October 14,\n2026. The joint definitive proxy statement was mailed or otherwise disseminated to shareholders of each of Transocean and Valaris seeking\ntheir approval of the parties’ respective transaction-related proposals. None of the securities to be issued pursuant to the scheme\nof arrangement are anticipated to be registered under the U.S. Securities Act or any state securities laws, and any securities issued\nin the transaction are anticipated to be issued in reliance upon an exemption from such registration requirements pursuant to Section 3(a)(10) of\nthe U.S. Securities Act and applicable exemptions under state securities laws.

INVESTORS AND SHAREHOLDERS OF TRANSOCEAN AND VALARIS\nARE URGED TO READ THE JOINT PROXY STATEMENT, THE BUSINESS COMBINATION AGREEMENT, THE SCHEME DOCUMENT AND ANY OTHER RELEVANT DOCUMENTS\nTHAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION,\nTHE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS.

This communication does not constitute an offer\nto buy, or the solicitation of an offer to sell, any securities, nor shall there be any sale of securities in any jurisdiction in which\nsuch offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This\ncommunication is not a substitute for the joint proxy statement or any other document that Transocean or Valaris may file with the SEC\nand send to their respective shareholders in connection with the proposed transaction. Investors and shareholders will be able to obtain\nfree copies of the joint proxy statement and other documents filed with the SEC by Transocean or Valaris through the website maintained\nby the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Transocean will be available free of charge\non Transocean’s website at www.deepwater.com under the tab “Investors” and under the heading “SEC\nFilings.” Copies of the documents filed with the SEC by Valaris will be available free of charge on Valaris’ website at www.valaris.com\nunder the tab “Investors” and under the heading “Financials” and subheading “SEC Filings.”

This communication is not intended to constitute,\nand does not constitute, an offer or solicitation in or into Switzerland to purchase or invest in any securities, and no application has\nbeen made or will be made to admit any securities referred to herein to trading on any trading venue (i.e., exchange or multilateral trading\nfacility) in Switzerland. Neither this communication nor any other offering or marketing material relating to the transaction described\nherein or any securities referred to herein constitutes a prospectus within the meaning of the Swiss Financial Services Act of June 15,\n2018, as amended (the “FinSA”), or advertising within the meaning of the FinSA.

Neither this communication nor any other offering\nor marketing material relating to the transaction described herein or any securities referred to herein has been filed with or approved\nby any Swiss regulatory authority. In particular, no material relating to the transaction described herein or any securities referred\nto herein has been reviewed or approved by a Swiss reviewing body (Prüfstelle) pursuant to article 51 of the FinSA.

This communication is not subject to, and has\nnot received approval from, either the Bermuda Monetary Authority or the Registrar of Companies of Bermuda and no statement to the contrary,\nexplicit or implicit, is authorized to be made in this regard. Securities may be offered or sold in Bermuda only in compliance with the\nprovisions of the Investment Business Act 2003 of Bermuda.

SIGNATURES

Pursuant to the requirements\nof the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	\n TRANSOCEAN LTD.

Date: October 14, 2026	By:	/s/ Debra Kupferman
		Debra Kupferman
		Authorized Person

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