8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2026

SEADRILL LIMITED

(Exact name of registrant as specified in its charter)

11025 Equity Dr., Ste. 150,

Houston, Texas, United States of America 77041

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +1 (713) 329-1150

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

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

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

Emerging growth company  ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2026, the Board of Directors (the “Board”) of Seadrill Limited (the “Company”) appointed Samir Ali as President and Chief Executive Officer, replacing Simon Johnson effective immediately.

Mr. Ali, age 40, has served as Executive Vice President, Chief Commercial Officer of the Company since August 2022. Prior to joining the Company, Mr. Ali was with Diamond Offshore for eight years, most recently serving as VP Investor Relations and Corporate Development. He previously held roles as both a debt and equity investment portfolio manager at Bain Capital and as an investment banker at Simmons & Company.

There are no arrangements or understandings between Mr. Ali and any other person pursuant to which he was selected to serve as President and Chief Executive Officer. There are also no family relationships between Mr. Ali and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. Ali does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Ali’s promotion, his annual base salary was increased to $750,000, effective from the date of his promotion. He will also have the opportunity to earn an annual bonus for 2026 under the Company’s short term incentive plan in a target amount equal to 110% of his base salary if company-wide performance goals established under the plan for 2026 are satisfied at the target level, and in a maximum amount equal to two times the target amount if the company-wide performance goals are satisfied at the maximum level (subject to upward or downward adjustment by up to 20% based on individual performance). In addition, Mr. Ali received an annual long-term incentive award under the Company’s long term incentive plan with an aggregate grant date value of $3,500,000, which was granted 60% in the form of performance-vested restricted stock units (“PRSUs”) and 40% in the form of time-vested restricted stock units (“TRSUs”). The vesting terms of the PRSUs and TRSUs are substantially consistent with those of awards granted in prior years, except that the 60% portion of the PRSUs that is subject to total shareholder return goals is capped at the target amount if absolute total shareholder return is negative.

Mr. Ali is party to an employment agreement with the Company, which will be amended to reflect his promotion and his new base salary and target annual bonus. The amendment will also modify the severance payable under the agreement by increasing to (a) 24 months the period over which his base salary and subsidized COBRA will be payable if his employment is terminated by the Company without cause or by him for good reason at any time other than within 24 months after a change in control, and (b) three times the sum of his base salary, target annual bonus and annual subsidized COBRA that will be payable in a lump sum if the termination occurs within 24 months after a change in control.

The Company expects to enter into a separation agreement with Mr. Johnson, pursuant to which the Company will provide to Mr. Johnson the termination without cause severance benefits to which he is entitled under the terms of his existing employment agreement and equity award agreements as a result of his separation, as described in the Company’s Proxy Statement filed with the United States Securities and Exchange Commission on March 25, 2025.

Item 7.01 Regulation FD Disclosure.

On March 12, 2026, the Company issued a press release announcing the leadership changes described above under Item 5.02. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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

EX-99.1

Exhibit 99.1

Seadrill Announces Appointment of Samir Ali as CEO

March 12, 2026

Seadrill Limited (“Seadrill” or the “Company”) (NYSE: SDRL) today announced a leadership change, effective immediately. Samir Ali, Executive Vice President, Chief Commercial Officer, has been appointed President and Chief Executive Officer, succeeding Simon Johnson.

Julie J. Robertson, Chair of the Board of Seadrill, commented:

“The Board is confident that Samir is the right leader to guide Seadrill forward. Since joining the company, he has demonstrated strong leadership, deep industry knowledge, and a clear commitment to operational excellence. We look forward to working closely with him as Seadrill continues to build on its strong foundation. I stand ready to provide Samir whatever support he needs as he makes this transition to CEO.”

Samir Ali has served as Executive Vice President, Chief Commercial Officer of the Company since August 2022. Prior to joining the Company, Mr. Ali was with Diamond Offshore, most recently serving as Vice President of Investor Relations and Corporate Development. He previously held roles as a Debt and Equity Investment Portfolio Manager at Bain Capital and as an Investment Banker at Simmons & Company.

About Seadrill

Seadrill is setting the standard in deepwater oil and gas drilling. With its modern fleet, experienced crews, and advanced technologies, Seadrill safely, efficiently, and responsibly unlocks oil and gas resources for national, integrated, and independent oil companies. For further information, visit www.seadrill.com.

Forward-Looking Statements

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this news release, including, without limitation, those regarding the Company’s CEO transition and search for a permanent CEO, plans, strategies, business prospects, financial performance, operations, and rig activity, including with respect to backlog and contract commencement dates and durations, and changes and trends in its business and the markets in which it operates, are forward-looking statements. These forward-looking statements can often, but not necessarily, be identified by the use of forward-looking terminology, including the terms “assumes”, “projects”, “forecasts”, “estimates”, “expects”, “anticipates”, “believes”, “plans”, “intends”, “may”, “might”, “will”, “would”, “can”, “could”, “should” or, in each case, their negative, or other variations or comparable terminology. These statements are based on management’s current plans, expectations, assumptions and beliefs concerning future events impacting the Company and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: those described under Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2026, and other important factors described from time to time in the reports filed or furnished by us with the SEC.

The foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law.

Kevin Smith

Vice President – Corporate Finance and Investor Relations

ir@seadrill.com