越洋钻探 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-K (Mark one)☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _____ to _____ Commission file number 001-38373 TRANSOCEANLTD.(Exact name of registrant as specified in its charter) Switzerland(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Turmstrasse30Steinhausen, Switzerland(Address of principal executive offices) 6312(Zip Code) Registrant’s telephone number, including area code: +41 (41) 749-0500Securities registered pursuant to Section 12(b)of the Act: Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act.Yes☐No☑ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15U.S.C.7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Exchange Act).Yes☐No☑ As of June30, 2025, 902,249,348shares were outstanding and the aggregate market value of shares held by non-affiliates wasapproximately $2.34billion (based on the reported closing market price of the shares of TransoceanLtd. on June30, 2025 of $2.59pershare and assuming that all directors and executive officers of the Company are “affiliates,” although the Company does not acknowledgethat any such person is actually an “affiliate” within the meaning of the federal securities laws).As of February17, 2026,1,102,848,748shares were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed with the United States Securities and Exchange Commissionwithin 120days of December31, 2025, for its 2026 annual general meeting of shareholders, are incorporated by reference into PartIII ofthis Form10-K. TRANSOCEANLTD. AND SUBSIDIARIESINDEX TO ANNUAL REPORT ON FORM10-KFOR THE YEAR ENDED DECEMBER31, 2025 ItemPagePARTIItem 1.Business2Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments22Item 1C.Cybersecurity22Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures24 PARTIIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities24Item 6.Reserved26Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations26Item 7A.Quantitative and Qualitative Disclosures About Market Risk36Item 8.Financial Statements and Supplementary Data37Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure70Item 9A.Controls and Procedures70Item 9B.