SEC Form 424B5 filed by Borr Drilling Limited

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-286490

 

We are offering 21,000,000 of our common shares, par value $0.10 per share (the “Offering”). Our common shares are listed on the New York Stock Exchange, or the NYSE, under the ticker symbol “BORR.” On December 5, 2025, the last reported sale price of our common shares on the NYSE was $4.05 per share. We intend to use the net proceeds from this Offering, together with the proceeds from the Debt Offering and the Seller Financing (each as defined herein) and, if necessary, available cash, for the acquisition of five premium jack-up rigs as described herein (the “Acquisition”), and for general corporate purposes, which may include debt service, capital expenditures, funding of our working capital and potential mergers and acquisitions. See “Use of Proceeds.” This Offering and the Debt Offering are not conditioned upon the completion of the Acquisition or the completion of any of the financings or other transactions contemplated in connection with the Acquisition. The closing of this Offering and the Debt Offering will occur prior to the consummation of the Acquisition.

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-12 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 to purchasers on or about December   , 2025 (the “Settlement Date”).

Joint Global Coordinators and Joint Bookrunners

Joint Bookrunners

Manager

Prospectus Supplement, dated December   , 2025

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. We plan to list our common shares on the Euronext Growth marketplace in Oslo, as a first step towards relisting on the Oslo Stock Exchange (“OSE”), which would increase our compliance costs. 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 common 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.

In this prospectus supplement and the documents incorporated by reference herein, we rely on and refer to information regarding our business and the markets in which we operate and compete. The market data and certain economic and industry data and forecasts used in this prospectus supplement and the documents incorporated by reference herein were obtained from governmental and other publicly available information, independent industry publications and reports prepared by industry consultants and bodies.

Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that there can be no assurance as to the accuracy and completeness of such information. We believe that these industry publications, surveys and forecasts are reliable, neither we nor the underwriters have independently verified any of the data from third-party sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus supplement.

In some cases, there is no readily available external information to validate market-related analyses and estimates, requiring us to rely on internally developed estimates. We do not intend, and do not assume any obligation, to update industry or market data set forth in this prospectus supplement. Because market behavior, preferences and trends are subject to change, prospective investors should be aware that market and industry information in this prospectus supplement and estimates based on any data therein may not be reliable indicators of future market performance or our future results of operations.

We cannot assure you that any of the assumptions underlying any statements regarding our industry are accurate or correctly reflect our position in the industry. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included or incorporated by reference herein should be viewed with caution and no representation or warranty is given by any person, including us or the underwriters, as to their accuracy.

Elsewhere in this prospectus supplement and the documents incorporated by reference herein, statements regarding our industry are not based on published statistical data or information obtained from independent third-parties, but are based solely on our experience, our internal studies and estimates, and our own investigation of market conditions. We cannot assure you that any of these studies or estimates are accurate, and none of our internal surveys or information have been verified by any independent sources. While we are not aware of any misstatements regarding our estimates presented herein, our estimates involve risks, assumptions and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus supplement and in the prospectus.

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 financial 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, including management’s examination of historical operating trends, data contained in our records and other data available from third parties. 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, risks and uncertainties 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 the Acquisition, including the risk that the Acquisition is not completed on expected terms or at all, risks relating to the financing of the Acquisition including completing the Debt Offering or entering into the Seller Financing, risks relating to the Target Rigs (as defined below) to the extent the Acquisition is completed, including unforeseen risks relating to the Target Rigs, risks relating to contracts relating to the Target Rigs and the risk that the Acquisition will increase the size of our fleet and the amount of our indebtedness and therefore the risks we face generally with respect to our fleet and business will increase with such acquisition, if completed, risks relating to our industry and business, including drilling risks and the highly competitive nature of the drilling industry, risks relating to rapid technological advances and changes affecting our industry, including the growing impact of AI, risks relating to the impact of global economic and financial market conditions and inflation, risks relating to global health threats, pandemics and epidemics, risks relating to our ability to successfully complete and realize the intended benefits of any mergers, acquisitions or divestitures, risks relating to our ability to maintain relationships with suppliers, customers and third parties, the cancellation of drilling contracts currently included in reported contract backlog, losses on impairment of long-lived fixed assets, shipyard works and other delays, risks relating to industry conditions and tendering activity, demand for jack-up rigs and day rates, risks relating to customer demand and contracting activity and the risk of suspension and/or termination of contracts and operations, including as a result of customers becoming subject to sanctions, 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, the risk of customers becoming subject to sanctions, 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 our debt agreements and instruments, including our revolving credit facilities and our senior secured notes due 2028 (the “2028 Notes”) and our senior secured notes due 2030 (the “Existing 2030 Notes”), including the additional senior secured notes due 2030 to be issued in our Debt Offering (the “Additional 2030 Notes” and, together with the 2028 Notes and the Existing 2030 Notes, the “Notes”) and our convertible bonds due 2028, including risks relating to our ability to comply with covenants in our revolving credit facilities and other debt instruments and obtain any necessary waivers, the risk of cross defaults, risks relating to our ability to meet repayment obligations under the Notes, our convertible bonds due 2028 and our other obligations (including the Seller Financing) 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, including the Target Rigs, fluctuations in oil prices, fluctuations in interest rates or exchange rates, risks of disputes and litigation and tax risks, changes in tax laws, treaties and regulation or challenges

to our tax position, tax assessments and liabilities for tax issues, legal and regulatory matters in the jurisdictions in which we operate, 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 under the heading “Risk Factors” in this prospectus supplement and in the prospectus and 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.

Completion of the Acquisition is subject to the satisfaction (or waiver) of a number of conditions, many of which are beyond our control and may prevent, delay or otherwise negatively impact its completion. We cannot predict when these conditions will be satisfied, if at all. Failure to complete the Acquisition would, and any delay in completing the Acquisition could, prevent us from realizing the anticipated benefits from the Acquisition. Even if the conditions are satisfied and the Acquisition is consummated, if the rigs are not in the agreed upon condition, our business could be adversely affected following the Acquisition.

The completion of the Acquisition is not a condition to this Offering or the Debt Offering. Potential investors in this Offering should not rely on the completion of the Acquisition when making an investment decision. In the event the Acquisition is not consummated, the Issuer intends to use the proceeds from this Offering and the Debt Offering for general corporate purposes, which may include debt service, repayments or redemptions of debt, capital expenditures, funding our working capital and potential mergers and acquisitions. See “The Acquisition.”

The Acquisition involves us acquiring five new rigs, which will increase the size of our fleet from 24 rigs to 29 rigs. Accordingly, the risks we face generally with respect to our business and industry will increase with this increase in the size and scope of our business, including risks relating the cyclicality of the industry, risks relating to oil price levels and risks relating to our indebtedness and liquidity. In addition, only two of the five Target Rigs currently have contracts, so the risks we face with respect to contracting rigs, particularly rigs that are currently uncontracted, will increase. Furthermore, we may not realize the expected revenue from the contracts that are currently in place with respect to such two rigs.

The issuance of the Additional 2030 Notes in the Debt Offering and the Seller Financing will increase our indebtedness and the risks we face in connection with meeting debt service obligations, risks relating to covenant compliance and the risks relating to maturity of the Existing 2030 Notes and the Additional 2030 Notes issued in the Debt Offering in November 2030. The Seller Financing matures in 2032, but will be subject to certain mandatory prepayment events that could require a portion of such debt to be paid earlier than 2032.

If we are unable to refinance or extend our secured debt, meet required amortization and excess cash flow obligations, or satisfy any accelerated prepayment requirements under the Seller Financing, our creditors could exercise remedies, including enforcement against collateral, which could have a material adverse effect on our business, financial condition and results of operations and could result in our insolvency.

We have substantial indebtedness. As of September 30, 2025, on an as adjusted basis after giving effect to the Offering and the Debt Offering, the Acquisition (but excluding the $150 million Seller Financing), we would have had $2,262.3 million aggregate principal amount of debt. Our substantial indebtedness may make it more difficult for us to operate our business and withstand or respond to adverse or changing industry, regulatory and economic conditions or

to take advantage of new business opportunities or make necessary capital expenditures. When this indebtedness becomes due, any inability to refinance or extend the maturity of this indebtedness on similar terms could have a material adverse effect on our business, operations and liquidity positions. The degree to which we will remain leveraged could have important consequences, including, but not limited to:

Any of these or other consequences or events could have a material adverse effect on our ability to satisfy our debt obligations.

In connection with the Acquisition, the Seller has given certain customary representations and warranties and indemnities. Nonetheless, third parties could seek to hold us responsible for any of the liabilities the Seller has agreed to retain, and we may not be able to enforce any claims against the Seller relating to breaches of these representations and warranties. Moreover, even if we are able to eventually recover any losses resulting from a breach of these representations and warranties, we may temporarily be required to bear these losses ourselves. In addition, if the Seller becomes insolvent or files for bankruptcy, our ability to recover any losses suffered as a result of any of the Seller’s breach may be limited by the liquidity of the Seller or the applicable laws governing the bankruptcy proceedings. In the event of such breach, we could incur losses, which could adversely impact our business, results of operations, financial condition and prospects.

We expect to incur certain non-recurring transaction-related costs associated with the Acquisition. These costs include, for example, fees paid to legal and other advisors related to the Acquisition. Many of these costs will be incurred whether or not the Acquisition is consummated. Additional unanticipated costs may also be incurred in connection with or as a result of the consummation of the Acquisition.

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 2022, 2023 and earlier in 2025. In light of current market conditions, and the trading price of our common 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 December 1, 2025, we had 285,872,798 common shares outstanding, and our related parties, Drew Holdings Ltd. owned 22,622,941 of our common shares, or approximately 7.9% of our total outstanding shares and Granular Capital Ltd. owned 48,825,830 of our common shares, or approximately 17.1% of our total outstanding shares. There are other holders of a significant number of our common 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 $0.05 per share each for the third and fourth quarters of 2023, $0.10 per share each for the first and second quarters of 2024 and a cash distribution of $0.02 per share each for the third and fourth quarters of 2024. We did not pay a dividend in the first, second or third quarters 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 the 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 Notes, our convertible bonds and our revolving credit facilities 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.

We estimate that the net proceeds from this Offering will be approximately $   , after deducting the underwriting discounts and commissions (excluding any discretionary fee) and estimated offering expenses payable by us. We intend to use the net proceeds from this Offering, together with the proceeds from the Debt Offering, the Seller Financing and, if necessary, available cash, (i) to pay the Acquisition Purchase Price, (ii) to pay fees and expenses related to the Acquisition, this Offering, the Debt Offering and the Seller Financing, and (iii) for general corporate purposes, which may include debt service, repayments or redemptions of debt, capital expenditures, funding of our working capital and potential mergers and acquisitions. Actual amounts will vary from estimated amounts depending on several factors.

The table below sets forth our cash and capitalization as of September 30, 2025 on:

You should read the information in this “Capitalization” section in conjunction with the “Use of Proceeds” section, the consolidated financial statements and related notes incorporated by reference in this prospectus supplement and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Form 20-F for the year ended December 31, 2024 and Form 6-K containing our unaudited interim financial results for the nine months ended September 30, 2025. 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.”

On October 24, 2025, we entered into a letter of intent (the “Letter of Intent”) with a seller (the “Seller”) contemplating the sale of five premium jack-up rigs (the “Target Rigs”) by the Seller to the Company (the “Acquisition”). On December 8, 2025, we entered into an asset purchase agreement with the Seller for the Acquisition, the terms and condition of which are described below (the “Asset Purchase Agreement”).

The consideration for the Target Rigs is $360.0 million (the “Acquisition Purchase Price”), to be settled by (i) an aggregate cash payment of $210.0 million at delivery, and (ii) entering into the Seller Financing (as defined below) with the Seller, providing for a financing facility of $150.0 million. The Acquisition is expected to close in the first quarter of 2026.

The Acquisition includes an acquisition of the Target Rigs and: (i) all current and future contracts, including any drilling contracts for the Target Rigs and bareboat contracts for two rigs for a duration of 12 months at a bareboat rate of $40,000 per day; (ii) all data relating to the Target Rigs, including customer information, financial information, operating information and business metrics; (iii) all other equipment, hardware, software and software licenses used for the Target Rigs, (iv) all supply contracts, to the extent used by the Target Rigs, excluding any crew employment contracts; (v) all trade-marks, copyrights, patents, business names and other intellectual property and all licenses relating to any of the foregoing pertaining to the Target Rigs; and (vi) inventory associated with the Target Rigs.

The Asset Purchase Agreement contains customary representations, warranties, conditions, covenants, indemnities and similar provisions.

The Target Rigs are modern assets, with proven designs and complimentary specs to our existing fleet (i.e. JU3000s have a similar design to JU2000s units already in operation), and with a building cost of approximately $220 million-$245 million each for the JU3000N rigs and approximately $153 million each for the CJ50 rigs. The following table sets forth additional information regarding the Target Rigs:

 

Out of the five Target Rigs, two Target Rigs are contracted and operational (Target Rig #2 and Target Rig #4). In connection with the Acquisition, the Company and the Seller have agreed to enter into a bareboat charter contract for a duration of 12 months from the signing of the Asset Purchase Agreement, which provides for a charter rate of $40,000/day for each of the two Target Rigs.

The consummation of the Acquisition is subject to certain conditions, including (i) each rig (other than a previously disclosed non-operational rig that has become a total loss) being delivered with class maintained and free from material class-related recommendations or damage; (ii) no total loss occurring to the two of the contracted Target Rigs; (iii) no continuing force majeure event; (iv) buyers obtaining agreed terms with their financiers in relation to the acquisition financing of the Acquisition; and (v) the Seller obtaining lender consent under a loan facility. The Acquisition is not conditioned on regulatory approvals. There is no assurance that the Acquisition will be completed. See “Risk Factors—The Acquisition may not be completed within the expected timeframe, if at all.”

We expect to finance the Acquisition through a combination of one or more of the following: (i) proceeds from the Debt Offering, (ii) the financing facility to be provided by the Seller for a total sum of $150 million to finance the Acquisition (the “Seller Financing”), (iii) proceeds from this Offering, and if required (iv) cash on balance sheet.

The Asset Purchase Agreement provides that the Seller Financing shall include the following terms and conditions:

The following information relating to our industry has been provided for background purposes only and should be read in conjunction with the information appearing elsewhere in this prospectus supplement or incorporated by reference herein. Unless otherwise indicated, the information set out in this section constitutes our view of the markets in which we operate. Except as otherwise noted, all market, industry, market share and competitive position data set out in this section and elsewhere in this prospectus supplement that relates to the markets in which we operate should be treated with caution. This information has been extracted from third party sources that we reasonably believe to be reliable, but we have not independently verified such information.

The market, economic and industry data and forecasts used in this prospectus supplement have been derived from management estimates based on industry third-party data providers’ information. Additional factors which should be considered in assessing the usefulness of the market and competitive data are described elsewhere in this document, including those set out in “Risk Factors” in this prospectus supplement. Accordingly, undue reliance should not be placed on any of the market, industry, market share and competitive position data contained in this document. For further details, see “Industry and Market Data.”

We operate in the offshore drilling market which is a part of the global oilfield services industry. The fundamental driver of oilfield services and offshore drilling activity is the level of investment by the exploration, development and production of crude oil and natural gas, of oil and gas exploration and production companies (“E&P Companies”).

Volatility in the oil price impacts demand in the offshore drilling industry. Over the past several years, crude oil prices have been volatile and started to steeply decline in late 2014, after reaching prices of over $100 per barrel in 2014, and dropped to as low as approximately $19 per barrel in April 2020 driven by the impact on demand resulting from the COVID-19 pandemic. The year ended December 31, 2022 again witnessed significant volatility in commodity prices in the light of the Ukraine and Russian crisis in February 2022. As a result, according to data from the International Monetary Fund, Brent prices averaged $71 per barrel for 2021, $99 per barrel for 2022, $82 per barrel for 2023 and $80 per barrel for 2024. The current year has featured average Brent prices per barrel of $76, $68 and $69 for the first, second and third quarters of 2025, respectively, as per the U.S. Energy Information Administration Short-Term Energy Outlook document dated October 2025. This same report highlights an expectation that Brent will average $62 per barrel in the last quarter of 2025 and $52 per barrel in 2026 amid rising global oil inventories.

According to an international industry association, strong and stable oil prices, coupled with a renewed emphasis on the security of oil and gas supply, have spurred investments in exploration and production for hydrocarbons in key regions across the globe. A general lack of upstream investment over the past decade has resulted in severe supply constraints that have been further exacerbated by geopolitical issues with Russia. Energy security continues to be a high priority for many countries around the world. According to the 2025 OPEC Annual Report, at the global level, oil demand is set for continued robust growth of 9.6 mb/d over the medium-term period, rising from 103.7 mb/d in 2024 to 113.3 mb/d by 2030. This represents an average annual increase of 1.6 mb/d. The primary reason for this pattern is strong demand growth in non-Organization for Economic Co-operation and Development (OECD) countries, where annual incremental demand is projected at 1.4 mb/d on average, with almost no signs of decelerating growth during this period. Upstream capital expenditure can be expected to rise in accordance with this projected increase in demand, which primes the offshore drilling market for success.

We operate exclusively in the offshore shallow-water market, which has low break-even costs compared to other productions, second only to the Middle East onshore production, according to the Rystad graphic below. As a result, and due to the shorter period from investment decision to cash flow, shallow-water development projects represent an attractive capital allocation for E&P Companies over the cycles.

 

Source: Rystad Energy

According to S&P Global Commodity Insights, jack-up demand continues to rise globally through 2026. As per the below graph from S&P Petrodata, there are currently around 300 modern contracted rigs. S&P also notes that marketed utilization for modern rigs is now approximately 93%, and excess jack-up supply has largely been absorbed into the market, with the remaining market surplus expected to decline steadily through the remainder of the fourth quarter of 2025 and, on average, throughout 2026, generating positive momentum for dayrates.

 

Source: Petrodata by S&P Global

Furthermore, there has been a significant reduction in jack-up rig supply over the past decade. Data from S&P Global Commodity Insights shows that the total active supply of jack-ups fell from 453 in April 2014 to 431 as of October 2025.

This paired with limited newbuild activity (13 jack-ups as of October 2025 per S&P Global Commodity Insights and a newbuild orderbook of 2% of the existing fleet as per S&P Petrodata) should serve to maintain low levels of excess supply which has the potential to increase utilization and dayrates. This is further compounded by how according to S&P Petrodata, 30% of the global fleet is beyond retirement age.

 

Source: Pareto Offshore

Despite recent headwinds from the Middle East given Saudi Aramco suspended more than 30 jack-up drilling rigs from 2023 to 2024, the outlook for the jack-up market remains robust and is expected to tighten further, as evidenced by the ongoing tenders by energy companies for the limited pool of assets available. Additionally, as per S&P Global Commodity Insights and other market sources. Saudi Aramco has recently called back seven (of which six are modern rigs) of the previously suspended rigs for start up in 2026.

In our core markets of the Middle East, West Africa and Latin America, meaningful tailwinds position us for continued success.

Middle East

West Africa

Latin America

We are one of the largest pure-play operators of modern jack-up drilling rigs in the world, with one of the youngest fleets in the jack-up drilling segment. Our fleet consists of 24 modern, high specification offshore drilling units.

Demand for modern rigs has continued to rise as they are increasingly preferred by customers over standard rigs given they offer superior performance. According to management’s estimates, our modern rigs significantly outperform standard jack-up rigs with, superior efficiency across different activities ranging between 30% and 100%, particularly for modern rigs with offline capabilities, which several of our rigs have. This results in significant cost savings to customers both in terms of rig cost as well as their overall spread costs, which are commonly assumed to be two times the cost of the rig. Further, the superior performance of modern rigs enables operators to bring wells into production earlier, accelerating their cashflow generation.

This preference for modern jack-ups rigs is exemplified by the utilization spread between modern and standard rigs demonstrated below with the former standing at 93% utilization versus the 86% standard utilization.

 

Source: Petrodata by S&P Global

This preference is reflected in the dayrates that high-spec rigs are able to realize versus what premium rigs command. This continued tightness in modern jack-up rigs demand has driven dayrates to increase significantly and, with limited availability of new rigs on order to provide relief, the market expects to see further acceleration of dayrates.

 

Source: Petrodata by S&P Global & Pareto Offshore

We are offering the common shares described in this prospectus supplement and the accompanying prospectus through the underwriters named below. DNB Carnegie, Inc., Clarksons Securities AS, Citigroup Global Markets Inc., Fearnley Securities AS and Pareto Securities AS are joint bookrunners, and BTIG, LLC is a manager 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:

Clarksons Securities AS, Pareto Securities AS and Fearnley Securities AS are not U.S. registered broker-dealers and may not make sales of any common shares in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that Clarksons Securities AS, Pareto Securities AS or Fearnley Securities AS intends to effect sales of common shares in the United States, it will do so only through its respective U.S. registered broker-dealer, Clarksons Securities, Inc., Pareto Securities Inc. or Fearnley Securities Inc., or otherwise as permitted by applicable U.S. law. The activities of Clarksons Securities AS, Pareto Securities AS and Fearnley Securities AS in the United States will be effected only to the extent permitted by Rule 15a-6 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The underwriters are committed to take and pay for all of the common shares being offered, if any are taken.

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 $  . The Company may, at its election, and in its absolute discretion, pay to certain of the underwriters a discretionary cash fee of up to 0.75% of the aggregate gross proceeds received by the Company from the sale of the shares.

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 is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

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 Carnegie, 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 2028.

Certain major shareholders of the Company may purchase common shares, with directors Mr. Tor Olav Trøim and Mr. Thiago Mordehachvili having each indicated they intend to subscribe for approximately $10 million of common shares each, through associated companies.

In connection with this 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. 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 Carnegie, Inc. and Citigroup Global Markets Inc. are lenders under the Amended SSRCF and SRCF. DNB Carnegie, Citigroup Global Markets Inc., Clarksons Securities AS, and Pareto Securities AS is acting as initial purchaser in the Debt Offering.

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 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 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