SVP & General Counsel Strickler Todd D converted options into 11,951 shares and covered exercise/tax liability with 3,262 shares, increasing direct ownership by 56% to 24,212 units (SEC Form 4)
$SDRL
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Seadrill Ltd [ SDRL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 12/31/2025 | M | 11,951 | A | (1)(5)(6) | 27,474 | D | |||
| Common Shares | 12/31/2025 | F | 3,262 | D | $34.6 | 24,212 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/18/2025 | A | 4,331 | (2)(3) | (2)(3) | Common Shares | 4,331 | (1)(2)(3) | 4,331 | D | ||||
| Restricted Stock Units | (1) | 03/18/2025 | A | 2,668 | (4) | (4) | Common Shares | 2,668 | (1)(4) | 2,668 | D | ||||
| Restricted Stock Units | (1) | 12/31/2025 | M | 7,620 | (5) | (5) | Common Shares | 7,620 | (1)(5) | 0 | D | ||||
| Restricted Stock Units | (1) | 12/31/2025 | M | 4,331 | (6) | (6) | Common Shares | 4,331 | (1)(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common shares, par value $0.01 per share (each, a "Common Share"), of Seadrill Limited (the "Company") on a one-for-one basis. |
| 2. On September 25, 2023, the reporting person was granted 28,578 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2023 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2023, 2024 and 2025 (the annual measurement periods ended December 31, 2023 and 2024, respectively, the "2023 Measurement Period" and the "2024 Measurement Period"). The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2025 and will be settled in cash or Common Shares at the election of the Joint Nomination and Remuneration Committee of the Board of Directors of the Company (the "Committee"). |
| 3. (Continued from footnote 2) On March 18, 2025, the Committee certified achievement of the 2023 Award FCF Metric for the 2024 Measurement Period at 113.67%. |
| 4. On April 17, 2024, the reporting person was granted 17,607 performance-based restricted stock units, each of which represented a contingent right to receive one Common Share. 60% of such restricted stock units were subject to the achievement of certain total shareholder return metrics; and 40% were subject to the achievement of an annual free cash flow performance metric (the "2024 Award FCF Metric") measured annually for each of the years beginning January 1 and ending December 31, 2024, 2025 and 2026. The earned restricted stock units vest subject to the reporting person's continued employment from the grant date through December 31, 2026 and will be settled in cash or Common Shares at the election of the Committee. On March 18, 2025, the Committee certified achievement of the 2024 Award FCF Metric for the 2024 Measurement Period at 113.67%. |
| 5. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2023 Measurement Period that vested on December 31, 2025. |
| 6. Represents the number of restricted stock units subject to the 2023 Award FCF Metric and relating to the 2024 Measurement Period that vested on December 31, 2025. |
| /s/ Todd D. Strickler | 01/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||