SEC Form 424B5 filed by Borr Drilling Limited

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-286490

 

We are offering 50,000,000 of our common shares, par value $0.10 per share. Our common shares are listed on the New York Stock Exchange, or the NYSE under the ticker symbol “BORR.” On July 1, 2025, the last reported sale price of our common shares on the NYSE was $1.95 per share. We intend to use the net proceeds from this offering for general corporate purposes, which may include debt service, capital expenditures and funding of our working capital. See “Use of Proceeds.”

We currently do not have sufficient authorized share capital for all of the common shares being offered pursuant to this prospectus supplement. We have called a special general meeting of shareholders to be held on August 6, 2025 (the “SGM”) to approve the authorization of 50,000,000 additional shares. The completion of the sale of the shares in the second settlement offering is conditioned on obtaining shareholder approval at the SGM (the “SGM Condition”). We are authorized and intend to deliver approximately 30,000,000 shares (the “First Settlement Amount”) in the offering on July 7, 2025 (such issuance, the “First Settlement”). We plan to issue shares to settle the remainder of the shares offered hereby on the trading day following the SGM, provided that the SGM Condition is met (such issuance, the “Second Settlement”).

If we do not receive shareholder approval to increase our authorized share capital at the SGM, no shares will be delivered in the Second Settlement of this offering, but the shares delivered in the First Settlement will not be impacted.

You should carefully read this prospectus supplement and the accompanying prospectus, together with the documents we incorporate by reference, before you invest in our common shares. We also encourage you to read the documents we have referred you to in the “Where You Can Find More Information” section of this prospectus supplement.

Investing in our common shares involves risks. Before making an investment decision, please read the information contained in and incorporated by reference under the heading “Risk Factors” on page S-10 of this prospectus supplement and on page 8 of the accompanying prospectus, and beginning on page 7 of our Annual Report on Form 20-F for the year ended December 31, 2024, and under similar headings in the other documents that we have filed or that are filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the common shares up to the First Settlement Amount to purchasers on or about July 7, 2025 for the First Settlement (the “First Settlement Date”) and assuming the SGM Condition is met, the remaining common shares to be delivered in the offering on or about August 7, 2025 for the Second Settlement (the “Second Settlement Date” and, together with the First Settlement Date, the “Settlement Dates”).

Joint Bookrunners

Prospectus Supplement, dated July   , 2025

It is expected that delivery of the common shares offered in the offering will be made against payment therefor on or about: (i) for 30,000,000 shares to be issued in the First Settlement, the First Settlement Date, being July 7, 2025, and (ii) for the remaining 20,000,000 shares to be issued in the Second Settlement, the Second Settlement Date, being the first trading day following the SGM, provided that the SGM Condition is met. Under Rule 15(c)6-l under the U.S. Exchange Act of 1934 (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such trades expressly agree otherwise. Moreover, the common shares to be sold hereunder will not be admitted to trading on the NYSE until the respective Settlement Dates and therefore will not trade on the NYSE on a “when-issued” basis or otherwise until such Settlement Dates. If the SGM Condition is not met, the shares to be issued in the Second Settlement will not be issued, but this will not impact shares issued in the First Settlement.

This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and the common shares offered hereby, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference. The second part, the accompanying prospectus, gives more general information about us, some of which may not apply to this offering. This prospectus supplement is deemed to be incorporated by reference into the accompanying prospectus solely for the purpose of this offering. When we refer to the “prospectus,” we are referring to both parts combined and when we refer to the accompanying prospectus we are referring to the base prospectus.

If there is any inconsistency between information in or incorporated by reference into the accompanying prospectus and information in or incorporated by reference into this prospectus supplement, the information contained in the most recently dated document shall prevail. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important information about us, the common shares being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying prospectus together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference” before investing in our common shares.

The accompanying prospectus is part of a registration statement that we filed with the SEC, using a “shelf” registration statement. Under the shelf registration statement, we may offer and sell common shares, preference shares, debt securities, warrants, rights, units or any combination thereof, from time to time, in one or more offerings.

You should rely only on information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement and the accompanying prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement is not an offer to sell or solicitation of an offer to buy the common shares in any circumstances under which the offer or solicitation is unlawful. We are offering to sell, and seeking offers to buy, our common shares offered hereby only in jurisdictions where offers and sales are permitted. You should not assume that the information we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or the accompanying prospectus, respectively, or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates. To the extent there is any conflict between the information contained in this prospectus supplement and the accompanying prospectus, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement. Any information incorporated by reference is only accurate as of the date of the document incorporated by reference.

Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 and the Exchange Control Act 1972, and regulations promulgated thereunder (the “Exchange Control Act”) of Bermuda which regulate the sale of securities in Bermuda. Consent under the Exchange Control Act has been obtained from the Bermuda Monetary Authority (the “BMA”) for the issue and transfer of our common shares to and between non-residents of Bermuda for exchange control purposes provided our shares remain listed on an appointed stock exchange which includes the New York Stock Exchange. In granting such consent, the BMA accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus. This prospectus does not need to be filed with the Registrar of Companies in Bermuda in accordance with Part III of the Companies Act 1981 of Bermuda, as amended (the “Companies Act”) pursuant to provisions incorporated therein following the enactment of the Companies and Partnerships (Electronic Registry) Amendment Act 2020. Such provisions state that Part III of the Companies Act shall not apply to any exempted company. We are a Bermuda exempted company.

Certain figures included in this prospectus supplement or incorporated by reference herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

In this prospectus supplement, unless otherwise indicated or unless the context requires otherwise, references to “Borr,” “our company,” “we,” “us” or “our” mean Borr Drilling Limited, together with its subsidiaries and currency amounts in this prospectus supplement are stated in U.S. dollars.

This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein, along with any exhibits thereto contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “goals,” “intend,” “plan,” “projection,” “believe,” “should,” “continue,” “likely to,” “target,” “outlook” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, liquidity requirements, strategy and financial needs. These forward-looking statements appear in a number of places in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein, along with any exhibits thereto, and include statements about:

These forward-looking statements are not statements of historical facts and are based upon current estimates, expectations, beliefs and various assumptions, many of which are based, in turn, upon further assumptions. These statements involve significant known and unknown risks, uncertainties, contingencies and factors that are difficult or impossible to predict and are beyond our control, and that may cause our actual results, performance, financial results, position or achievements to be materially different from those expressed or implied by the forward-looking statements. Numerous factors could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements including: risks relating to our industry and business, risks relating to industry conditions and tendering activity and day rates, risks relating to customer demand and contracting activity and the risk of suspension and/or termination of operations, the impact of new or reactivated rigs on the market, contracts awards, coverage, rig mobilization and contract backlog including days and day rates contracted, the risk of delays in payments to our joint ventures and consequent payments to us, the risk that our customers do not comply with their contractual obligations, costs of maintenance and the impact of special periodic surveys on the performance of oil drilling rigs, risks relating to our liquidity, including the risk that we may not be able to meet our liquidity requirements from cash flows from operations or through issuance of additional debt or equity or sale of assets, risks relating to the commitments to increase the size of the Company’s revolving credit facility and reallocate the guarantee facility and enter into a new revolving credit facility, including the risk that the conditions to these commitments are not satisfied or the definitive documentation to implement these commitments is not entered into on the contemplated terms, in a timely manner or at all, risks relating to our debt agreements, including our super senior revolving credit facility and our senior secured bonds due in 2028 and 2030 and our convertible notes due in 2028, including risks relating to our ability to comply with covenants under our super senior revolving credit facility and other debt instruments and obtain any necessary waivers, the risk of cross defaults, risks relating to our ability to meet repayment obligations under senior secured notes due in 2028 and 2030, our convertible notes due in 2028 and our other obligations as they fall due, including amortization payments, excess cash repayment offers and payments due at maturity, risks relating to future financings including the risk that future financings may not be completed when required or on favorable terms and future equity and convertible debt financings will dilute shareholders and the risk that the foregoing would result in insufficient liquidity to continue our operations, risks relating to contracting our rigs, fluctuations in oil prices, fluctuations in interest rates or exchange rates, changes in tax laws, treaties and regulation, tax assessments and liabilities for tax issues, legal and regulatory matters in the jurisdictions in which we operate, risks relating to the proposed changes in the Board and management discussed herein, competition in the offshore drilling industry and regulation by authorities, risks related to climate change, including climate-change or greenhouse gas related legislation or regulations and the impact on our business from climate-change related physical changes or changes in weather patterns, and the potential impact of new regulations relating to climate change and the potential impact on the demand for oil and gas, risks relating to military actions including in the Middle East and Ukraine and their impact on our business and industry, the occurrence of cybersecurity incidents and other breaches to our information technology, limitations on our insurance coverage and our ability to attract and retain skilled personnel on commercially reasonable terms and other risks described in Part I of “Item 3.D. Risk Factors” of our 2024 Form 20-F and other filings with the SEC.

The foregoing factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement included in this prospectus supplement should not be construed as exhaustive. Any forward-looking statements that we make in this prospectus supplement speak only as of the date of such statements and we caution readers of this report not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no (and expressly disclaim any) obligation to update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made.

Investing in our common shares is speculative and involves a high degree of risk. The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking information relating to us, or our business, property or financial results, each of which could cause purchasers of our common shares to lose part or all of their investment. In addition to the other information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, prospective investors should carefully consider the factors set out under “Risk Factors,” in the accompanying prospectus and our 2024 Form 20-F and the factors set out below and, if applicable, in any relevant free writing prospectus, before deciding to invest in our common shares.

As of the date hereof, our authorized share capital is 315,000,000 common shares, of which 236,224,866 common shares are currently outstanding. Thus, and factoring in the number of common shares underlying the convertible notes due in 2028, we have a limited number of authorized common shares available for issuance pursuant to this offering. Without a sufficient number of authorized shares available for issuance, we will be unable to consummate the offering in full. Consequently, we need to increase the number of our authorized shares. We have called the SGM to be held on August 6, 2025 at which shareholders will be asked to approve an increase in our authorized share capital by 50,000,000 shares. Under applicable Bermuda law and the provisions of our Memorandum of Association and Bye-laws, such increases require the affirmative vote of a majority of the votes cast.

No assurance can be provided that we will be able to obtain the requisite vote to increase our authorized share capital in the SGM described above. For this reason, the completion of the Second Settlement of this offering is subject to, among other things, the condition of having such SGM approving the increase in the authorized share capital. If we do not receive shareholder approval to increase our authorized share capital at the SGM, no shares will be delivered in the Second Settlement of this offering but the shares delivered in the First Settlement will not be impacted.

Moreover, even if the requisite number of shareholders at the SGM approve the increase in the authorized share capital in the amount necessary to provide for a sufficient number of authorized shares available for issuance in the Second Settlement of this offering, settlement is subject to certain other closing conditions, including that a material adverse effect in relation to the Company shall not have occurred. In the event that a condition to closing is not satisfied, this offering may not be completed within the expected timeline or at all.

It is expected that delivery of the common shares to be issued in the Second Settlement of the offering will be made against payment therefor on or about the date, which will be 24 trading days from the pricing date of the offering. Under Rule 15(c)6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trades expressly agree otherwise. Accordingly, purchasers who wish to trade the common shares on the date of pricing or the next succeeding trading days until the corresponding Settlement Date will be required, by virtue of the fact that the common shares initially will settle in such timeframes on the respective Settlement Date, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement. For any shares to be issued in the Second Settlement, purchasers of the common shares who wish to trade the common shares on the date of pricing or the next succeeding trading days, should consult their own adviser. Moreover, the common shares to be sold hereunder will not be admitted to trading on the NYSE until the respective Settlement Dates and therefore will not trade on the NYSE on a “when-issued” basis or otherwise until such Settlement Date. If the SGM Condition is not met, the shares to be issued in the Second Settlement will not be issued, but this will not impact shares issued in the First Settlement.

The market price of our common shares has fluctuated widely and may continue to do so as a result of many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts and economic trends. The following is a non-exhaustive list of factors that could affect our share price:

In addition, the stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common shares.

We may sell additional equity securities, including additional shares or convertible securities, in subsequent public offerings. We have conducted equity offerings in recent years including in 2021 and 2022. In light of current market conditions, and the trading price of our shares, any issuance of new equity securities, including the common shares offered by this prospectus supplement, could be at prices that are significantly lower than the purchase price of such shares by other investors, thereby resulting in dilution of our existing shareholders. In addition, we have in the past and may in the future make offers of our common shares on a non-preemptive basis, so you may not be able to participate in certain future offerings of our common shares that could result in dilution of your ownership.

As of July 2, 2025, we had 236,224,866 common shares outstanding, and our related party, Drew Holdings Ltd. owned 17,744,941 of our common shares, or approximately 7.5% of our total outstanding shares and there are other holders of a significant number of our shares. Such shares, as well as shares held by our directors or officers and others are eligible for sale in the United States under Rule 144 under the Securities Act of 1933 (“Rule 144”) and / or resale prospectus supplement.

Future issuances by us and sales of common shares by significant shareholders may have a negative impact on the market price of our common shares. In particular, sales of substantial amounts of our common shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common shares. We have effective registration statements on file to sell or resell common shares or other securities in public offerings.

The trading market for our common shares may depend in part on the research reports that securities or industry analysts publish about us or our business. If securities or industry analysts coverage of us is limited, the trading price for our common shares and other securities would be negatively affected. In addition, if one or more of the analysts who cover us downgrades our securities, the price of our common shares could decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in our common shares could decrease, which could cause the price of our common shares and other securities and their trading volume to decline.

Under our Bye-Laws, any dividends or cash distributions declared will be in the sole discretion of our Board and will depend upon earnings, market prospects, current capital expenditure programs and investment opportunities, although the payment of certain dividends is restricted by the covenants in certain of our existing bonds and loans. Under Bermuda law, we may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that (a) we are, or would after the payment be, unable to pay our liabilities as they become due or (b) the realizable value of our assets would thereby be less than our liabilities. In addition, since we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends or cash distributions will depend on our subsidiaries distributing to us their earnings and cash flow and liquidity.

Our Board declared a cash distribution of $0.10 per share for the first and second quarters of 2024 and a cash distribution of $0.02 per share for the third and fourth quarters of 2024. We did not pay a dividend in the first quarter of 2025 to reinforce our balance sheet and enhance long-term value creation. Any future declaration and the amount and payment of dividends or cash distributions will be at our sole discretion and depend upon factors, such as our results of operations, financial condition, earnings, capital requirements, restrictions in our debt instruments (including the indenture for our 2028 and 2030 Notes, which restricts dividends) and legal requirements. We cannot provide any assurances that any dividends/cash distributions will be paid in any specified amount or at any particular frequency, or at all. A reduction in the amount of dividends/cash distributions payments or non-payment of dividends/cash distributions may result in a decline in the price of our common shares.

We are incorporated under the laws of Bermuda, and substantially all of our assets are located outside of the U.S. In addition, most of our directors and officers generally are or will be nonresidents of the U.S., and all or a substantial portion of the assets of these nonresidents are located outside the U.S. As a result, it may be difficult or impossible for you to effect service of process on these individuals in the U.S. or to enforce in the U.S. judgments obtained in U.S. courts against us or our directors and officers based on the civil liability provisions of applicable U.S. securities laws.

You should not assume that courts in the countries in which we are incorporated or where our assets are located (1) would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. securities laws or (2) would enforce, in original actions, liabilities against us based on those laws.

A non-U.S. corporation, such as the Company, will be treated as a “passive foreign investment company,” or “PFIC,” for U.S. federal income tax purposes for a taxable year if either (1) at least 75% of its gross income for such taxable year consists of certain types of “passive income” or (2) at least 50% of the value of the corporation’s assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production

of passive income. For purposes of these tests, “passive income” includes dividends, interest, net gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business but does not generally include income derived from the performance of services. In addition, a non-U.S. corporation is treated as holding directly and receiving directly its proportionate share of the assets and income of any other corporation in which it directly or indirectly owns at least 25% (by value) of such corporation’s stock.

Based on the composition of our income and assets, we believe we were not a PFIC for the taxable year ended December 31, 2024 and we do not anticipate being a PFIC for the current taxable year or foreseeable future taxable years. There can be no assurance, however, that we were not a PFIC for the taxable year ended December 31, 2024 or that we will not be a PFIC for the current taxable year or foreseeable future taxable years. The application of the PFIC rules is subject to uncertainty in several respects, and we must make a separate determination after the close of each taxable year as to whether we were a PFIC for such year. Moreover, we believe that any income we receive from offshore drilling service contracts should not be treated as passive income under the PFIC rules and that the assets we own and utilize to generate this income should not be treated as passive assets. Because there are uncertainties in the application of the relevant rules, however, it is possible that the U.S. Internal Revenue Service may challenge our classification of such income or assets as non-passive, which could cause us to become classified as a PFIC for the current or subsequent taxable years.

If we were treated as a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10.E. Taxation—U.S. Federal Income Tax Considerations—General” of our 2024 Form 20-F) held a common share, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Item 10.E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations” of our 2024 Form 20-F for a more comprehensive discussion.

In the future, we may attempt to increase our capital resources by making offerings of debt or preferred equity securities, including senior or subordinated notes, and preferred shares, and entering into new loan agreements. For example, we intend to refinance our senior secured bonds due in 2028 and 2030, our convertible notes due in 2028 and our senior secured revolving credit facility prior to maturity and we may use subordinated debt or equity to do this. Upon liquidation, holders of our debt securities and preferred shares (if we issue any) and lenders will receive distributions of our available assets prior to the holders of our common shares. Additional offerings of common shares, convertible bonds or other equity-linked instruments may dilute the holdings of our existing shareholders or reduce the market price of our common shares, or both. Holders of our common shares are not entitled to preemptive rights or other protections against dilution. Because our decision to issue securities in any future offering and to enter into new loan agreements will depend on market conditions and other factors, many of which are beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings or borrowings. Thus, our shareholders bear the risk of our future offerings or loan arrangements reducing the market price of our common shares, reducing our assets available to them upon our liquidation and diluting their shareholdings in us.

Assuming the SGM Condition is satisfied, we estimate that the net proceeds from this offering will be approximately $    (or $    in the event the SGM Condition is not satisfied), in each case, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, which may include debt service, capital expenditures and funding of our working capital.

We cannot assure you that we will use the proceeds of this offering for the stated purposes, and we may use the net proceeds for other purposes with which you do not agree.

The table below sets forth our cash and capitalization as of March 31, 2025 on:

You should read the information in this “Capitalization” section in conjunction with the consolidated financial statements and related notes incorporated by reference in this prospectus supplement. For more details on how you can obtain the documents incorporated by reference in this prospectus supplement, see “Where You Can Find More Information” and “Incorporation of Documents by Reference.”

We are offering the common shares described in this prospectus supplement and the accompanying prospectus through the underwriters named below. DNB Markets, Inc., Clarksons Securities Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are joint bookrunners for this offering.

We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of common shares listed next to its name in the following table:

Subject to satisfaction of the SGM Condition, the underwriters are committed to take and pay for all of the common shares being offered, if any are taken. If the SGM Condition is not met, the underwriters are still committed to take and pay for all of the common shares being offered on the First Settlement.

The per common share underwriting discounts and commissions to be paid to the underwriters by the Company is $     and the total underwriting discounts and commissions are $    .

We estimate that our portion of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $    .

Common shares sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus. After the initial offering of the common shares, the representative may change the offering price and the other selling terms. The offering of the common shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

If the Company does not receive shareholder approval to increase the authorized share capital at the SGM, the First Settlement of the offering will be completed but the Second Settlement will not. The underwriters will not receive or hold proceeds from the sale of the common shares in this offering at the Second Settlement Date until the SGM Condition has been met for the common shares to be issued on the Second Settlement Date.

The Company and its executive officers and directors and certain of its shareholders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common shares or securities convertible into or exchangeable for common shares during the period from the date of this prospectus continuing through the date 60 days after the date of this prospectus supplement, except with the prior written consent of DNB Markets, Inc. This agreement does not apply to any existing employee benefit plans and the grant of options to purchase common shares pursuant to such plans as well as certain other exceptions including the issuance of shares upon conversion of our convertible notes due in 2028.

Certain senior management, directors and existing shareholders, including Mr. Patrick Schorn, Mr. Bruno Morand and Drew Holding Limited which is wholly owned by Drew Trust, a non-discretionary trust in which Tor Olav Trøim, the chairman of our Board is the beneficiary, have indicated they intend to subscribe for approximately $1 million, $300,000 and $10 million common shares in this offering, respectively. Such shareholders have indicated they will elect to receive their shares on the Second Settlement Date. If we do not receive shareholder approval at the SGM, the remainder of the shares offered hereunder and not settled in the First Settlement will not be delivered at the Second Settlement and such existing shareholders will not receive shares in this offering.

We plan to issue shares to investors in this offering at both the First Settlement and the Second Settlement, with investors’ shares split pro rata across the Settlement Dates based on the number of shares to be issued at each Settlement Date, provided that it is expected that certain existing shareholders will indicate their willingness to take delivery of shares at the Second Settlement if they participate in this offering, which would result in other investors receiving a higher than pro rata portion of their shares in this offering at the First Settlement.

In connection with the offering, the underwriters may purchase and sell common shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of common shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. Because there is no assurance of the Second Settlement until the SGM, this may affect stabilizing transactions by the underwriters until such time. Stabilizing transactions consist of various bids for or purchases of common shares made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased common shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s common shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common shares. As a result, the price of the common shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. Affiliates of DNB Markets, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are lenders under the RCF.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

In relation to each Member State of the European Economic Area subject to the Prospectus Regulation (each, a “Relevant Member State”) an offer to the public of our common shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our common shares may be made at any time under the following exemptions under the Prospectus Regulation:

provided that no such offer of our common shares shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or a supplemental prospectus pursuant to Article 23 of the Prospectus Regulation.

We, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representation, warranty and agreement.

For the purposes of this provision, the expression an “offer to public” in relation to our common shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares to be offered so as to enable an investor to decide to purchase or subscribe for our common shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

An offer to the public of our common shares may not be made in the United Kingdom, except that an offer to the public in the United Kingdom of our common shares may be made at any time under the following exemptions under the UK Prospectus Regulation:

provided that no such offer of our common shares shall result in a requirement for us or any underwriter to publish a prospectus pursuant to section 85 of the FSMA or a supplemental prospectus pursuant to Article 23 of the UK Prospectus Regulation.

We, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representation, warranty and agreement.

For the purposes of this provision, the expression an “offer to the public” in relation to our common shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares to be offered so as to enable an investor to decide to purchase or subscribe for common shares, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

In the United Kingdom, this prospectus supplement and any other material in relation to the common shares described herein are being distributed only to, and are directed only at, persons who are “qualified investors” (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons.” In the United Kingdom, our common shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common shares will be engaged in only with, Relevant Persons. This prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement or its contents.

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”)

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or

other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

THE OFFER AND SALE OF THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS, OR “CVM”) AND, THEREFORE, WILL NOT BE CARRIED OUT BY ANY MEANS THAT WOULD CONSTITUTE A PUBLIC OFFERING IN BRAZIL UNDER CVM RESOLUTION NO 160, DATED 13 JULY 2022, AS AMENDED (“CVM RESOLUTION 160”) OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE SECURITIES MAY ONLY BE OFFERED TO BRAZILIAN PROFESSIONAL INVESTORS (AS DEFINED BY APPLICABLE CVM REGULATION), WHO MAY ONLY ACQUIRE THE SECURITIES THROUGH A NON-BRAZILIAN ACCOUNT, WITH SETTLEMENT OUTSIDE BRAZIL IN NON-BRAZILIAN CURRENCY. THE TRADING OF THESE SECURITIES ON REGULATED SECURITIES MARKETS IN BRAZIL IS PROHIBITED.

The following table sets forth estimated costs and expenses, other than any underwriting discounts and commissions, we expect to incur in connection with the issuance and distribution of the common shares covered by this prospectus supplement.

We are being represented by Skadden, Arps, Slate, Meagher & Flom (UK) LLP with respect to certain legal matters as to United States federal securities and New York state law. The underwriters are being represented by Baker Botts L.L.P., with respect to certain legal matters as to United States federal securities and New York State law. The validity of the common shares offered in this offering, and certain legal matters as to Bermuda law, will be passed upon by Conyers Dill & Pearman Limited. Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Baker Botts L.L.P. may rely upon Conyers Dill & Pearman Limited with respect to matters governed by Bermuda law.

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We are subject to periodic reporting and other informational requirements of the the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to furnish and file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from certain rules of the Exchange Act applicable to U.S. domestic companies which file reports with the SEC, including rules requiring the filing of quarterly reports on Form 10-Q and reports on Form 8-K, prescribing the furnishing of proxy statements to shareholders, and Section 16 short swing profit reporting for our officers and directors and for holders of more than 10% of our common shares.

We maintain our website at https://www.borrdrilling.com. The information contained on our website is not a part of this registration statement, prospectus or any prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference.

The SEC maintains an Internet site that contains reports, proxy and information statements, regarding issuers that file electronically through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, or EDGAR. Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov.

This prospectus supplement is part of a registration statement we have filed with the SEC. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits included and incorporated by reference in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

The SEC allows us to “incorporate by reference” information into this prospectus supplement. This means that we can disclose information we deem to be important to you by referring you to another document filed by us with the SEC. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents should not create any implication that there has been no change in our affairs since such date. Information incorporated by reference is deemed to be part of this prospectus supplement, except for any information superseded by this prospectus supplement, and should be read with the same degree of care.

We incorporate by reference the documents listed below:

These reports contain important information about us, our financial condition and our results of operations.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed or furnished document that is incorporated or deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. In the case of a conflict or inconsistency between information contained in this prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information contained in the document that was filed later.

Copies of all documents incorporated by reference in this prospectus supplement, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus supplement, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus supplement on the written or oral request of that person made to:

Borr Drilling Limited

S. E. Pearman Building, 2nd Floor

9 Par-la-Ville Road

Hamilton HM11

Bermuda

Tel: +1 (441) 737-0152

 

Prospectus dated April 11, 2025

Borr Drilling Limited

S. E. Pearman Building, 2nd Floor

9 Par-la-Ville Road

Hamilton HM11

Bermuda

Tel: +1 (441) 737-0152