SEADRILL Ltd (SDRL) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on June 30, 2026.

On June 30, 2026, Seadrill Finance Limited (the "Issuer"), a wholly owned subsidiary of Seadrill Limited (the "Company"), issued $700 million in aggregate principal amount of 6.750% Senior Notes due 2034 (the "Notes") in an offering (the "Offering") conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

The Notes are governed by an Indenture, dated as of June 30, 2026 (the "Indenture"), entered into among the Issuer, the Company and certain subsidiaries of the Company named therein (collectively, with the Company, the "Guarantors") and GLAS Trust Company LLC, as trustee (the "Trustee"). The Notes will mature on July 15, 2034. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors and in the future by certain subsidiaries of the Company that become borrowers or guarantors under the Company's Senior Secured Revolving Credit Agreement (as may be amended from time to time, the "Credit Agreement") or any other syndicated credit facility or capital markets debt in an aggregate principal amount in excess of a certain amount.

On or after July 15, 2029, the Issuer may, at its option, redeem all or any portion of the Notes, at once or over time, at the redemption prices set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, and Additional Amounts (as defined in the Indenture), if any, calculated by the Issuer. The following prices are for Notes redeemed during the 12-month period commencing on July 15 of the years set forth below, and are expressed as percentages of principal amount:

Redemption Year Price

2029 103.375 %

2030 101.688 %

2031 and thereafter 100.000 %

Before July 15, 2029, the Issuer may redeem all or any portion of the Notes, at once or over time, at a redemption price equal to the sum of 100% of the principal amount of the Notes to be redeemed, plus a make-whole premium, plus accrued and unpaid interest thereon to, but excluding, the redemption date, and Additional Amounts, if any. At any time or from time to time before July 15, 2029, the Issuer may, on any one or more occasions, redeem up to a maximum of 40% of the original aggregate principal amount of the Notes (including Additional Notes (as defined in the Indenture), if any) with an amount equal to or less than the net cash proceeds from one or more equity offerings, at a redemption price equal to 106.750% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, and Additional Amounts, if any, if immediately after giving effect to any redemption of this kind, at least 60% of the original aggregate principal amount of the Notes (including Additional Notes, if any) remains outstanding.

The Indenture contains covenants that, among other things, restrict the Company's ability and the ability of certain of its subsidiaries to: (i) incur additional debt and issue certain preferred stock; (ii) incur or create liens; (iii) make certain distributions, investments and other restricted payments; (iv) sell or otherwise dispose of certain assets; (v) engage in certain transactions with affiliates; and (vi) merge, consolidate, amalgamate or sell, transfer, lease or otherwise dispose of all or substantially all of the Company's assets. These covenants are subject to important exceptions and qualifications. In addition, many of these covenants will be suspended with respect to the Notes during any time that the Notes have investment grade ratings from at least two rating agencies and no default with respect to the Notes has occurred and is continuing.

Upon the occurrence of certain Change of Control Triggering Events (as defined in the Indenture), the Issuer may be required to make an offer to repurchase all of the Notes then outstanding at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the purchase date, and Additional Amounts, if any.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1737706/000119312526290671/d106615d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1737706/000119312526290671/0001193125-26-290671-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.