val-20260416

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Valaris Limited

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Dear Fellow Shareholders,

In 2025, we successfully delivered on our priorities: operational excellence, commercial execution, and prudent management of our costs and fleet. Through disciplined execution across these priorities, we have positioned Valaris for continued success and value creation as we prepare to enter our next chapter with Transocean.

Delivering safe and efficient operations

We delivered fleetwide revenue efficiency of 96% in 2025, our fifth consecutive year at or above this level. We also advanced key process safety initiatives, including BarrierPulse™, our digital barrier management platform that provides real-time visibility on critical barriers linked to major accident hazards. These efforts enhance risk management and support consistent, high-quality performance for our customers.

Executing our commercial strategy

In 2025, we successfully executed our commercial strategy to book-end white space across our floater fleet while maintaining high utilization across our active jackup fleet. We secured over $2.6 billion of contract backlog during the year and have added approximately $900 million in backlog since the start of 2026. These awards include several attractive drillship contracts, and we expect to enter 2027 with all ten of our active drillships working. In addition, we have industry-leading contract coverage across 2026 and 2027 for our active fleet.

These new contracts are expected to underpin a meaningful improvement in our financial results across 2026. To convert this commercial success into strong financial performance, we remain laser focused on operational execution, including the startup of four drillships this year.

Prudently managing our costs and fleet

We prioritize maintaining a high-quality, efficient asset base, while prudently managing our costs and fleet.

This includes controlling expenses between contracts, monetizing assets when we can achieve attractive values, and retiring rigs when their expected future economic contribution no longer justifies the associated ownership and reactivation costs.

Consistent with this approach, during 2025 we sold or recycled four jackups and three semisubmersibles, enhancing our cash position through sale proceeds and reduced stacking costs. These actions sharpened our strategic focus, high-graded our fleet, and facilitated return of capital to shareholders.

Positive industry outlook

We continue to see a positive outlook for offshore drilling. While the ongoing conflict in the Middle East has created near-term uncertainty, it reinforces the strategic importance of energy security and the need for sustained upstream investment to help ensure reliable and affordable energy supply. Demand for hydrocarbons continues to grow, and offshore developments are expected to play a critical role given their scale, longevity and compelling economics. These dynamics support a sustained upcycle for our industry.

Transaction with Transocean

In February 2026, we were pleased to announce an all-stock transaction with Transocean that will benefit our shareholders, customers, and employees. This transaction is expected to deliver meaningful value to Valaris shareholders through anticipated synergies and the opportunity to participate in the future upside potential of a combined company with the capability to operate any rig at any water depth in any offshore environment worldwide.

We thank our employees for their dedication and continued focus on delivering outstanding performance and value to our customers and shareholders. On behalf of our entire global workforce and the Board of Directors, thank you for your support.

Sincerely,


Elizabeth D. Leykum Chair of the Board						Anton Dibowitz Director, President and Chief Executive Officer


valaris.com			2026 Proxy Statement			1

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Date and Time

June 10, 2026

8:00 a.m. Bermuda time

6:00 a.m. Houston time

Location

Heron's Nest Room

Hamilton Princess

76 Pitts Bay Road

Pembroke, Hamilton

HM 08, Bermuda

Who Can Vote

Shareholders of Valaris Limited ("Valaris," "we," "us," "our" or the "Company") as of the April 13, 2026 record date are entitled to vote.

Resolution 1

Election of Six Director Nominees Named in the Proxy Statement

Resolution 2

Advisory Vote to Approve Named Executive Officer Compensation

Resolution 3

Approve appointment of KPMG LLP as our Independent Registered Public Accounting Firm and to authorize the Board, acting by its Audit Committee, to set KPMG LLP’s remuneration

“FOR”

Page 11

“FOR”

Page 34

“FOR”

Page 60

each director nominee

Shareholders may also be asked to consider and vote on such other business as may properly come before the meeting and any adjournment or postponement thereof. The Company’s audited financial statements for the year ended December 31, 2025 will also be available at the Meeting and are included in our 2025 annual report to shareholders ("2025 annual report").

This proxy statement relates only to the Meeting. As previously disclosed, on February 9, 2026, the Company entered into a business combination agreement (as may be amended, the “Business Combination Agreement”) with Transocean Ltd. (“Transocean”). The Business Combination Agreement provides that, among other things and subject to the terms and conditions thereof, Transocean will acquire all of the issued and outstanding common shares of the Company (such proposed transaction, the “Business Combination”) pursuant to a Bermuda scheme of arrangement under Section 99 of the Companies Act 1981 of Bermuda (the “Scheme of Arrangement”). Completion of the Business Combination is subject to the satisfaction of certain closing conditions, including, but not limited to, shareholder approval of the Scheme of Arrangement and the receipt of applicable regulatory approvals. A separate meeting of the shareholders of the Company (the “Scheme Meeting”) will be convened by order of the Supreme Court of Bermuda in due course for shareholders of the Company to vote on the Scheme of Arrangement and a separate proxy statement will be delivered to shareholders for that meeting. If approved and sanctioned by the Court, the Scheme of Arrangement will become effective upon delivery of the court order to the Registrar of Companies in Bermuda and will be binding on all shareholders of the Company. For additional information related to the Business Combination and Scheme of Arrangement, please refer to the Company’s definitive joint proxy statement regarding the Business Combination and explanatory statement contained therein relating to the Scheme of Arrangement and other relevant materials to be filed with the U.S. Securities and Exchange Commission (the “SEC”) when they become available.

Your vote is very important. Even if you plan to attend the meeting, please submit a proxy as soon as possible to ensure that your shares are voted at the meeting in accordance with your instructions. Voting your shares will help to ensure that your interests are represented at the Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the Meeting and the full text of the resolutions to be proposed at the Meeting.


2			2026 Proxy Statement			valaris.com

By Order of the Board of Directors,

Davor Vukadin

Senior Vice President, General Counsel and Secretary

April 16, 2026

Clarendon House, 2 Church Street

Hamilton, Bermuda HM 11

How to
Vote

Internet

www.proxyvote.com

Have your proxy card in hand when you access the website and follow the instructions.

Mail

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 so that it is received no later than 3:00 PM Eastern time on June 9, 2026, which is the voting cutoff time.



Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 10, 2026. The proxy statement, our 2025 annual report and notice are available without charge at www.proxyvote.com.


valaris.com			2026 Proxy Statement			3



			Letter to Our Shareholders			1
			Notice of Annual General Meeting of Shareholders (The "Meeting")			2
			2025 Business Highlights			6
			Proxy Summary			8


			Resolution 1: Election of Directors			11


			Board Overview			12
			Director Nominees			14
			Determination of Independence			19
			Director Nominations			20
			Corporate Governance			21
			Director Compensation			32


			Resolution 2: Advisory Vote to Approve Named Executive Officer Compensation			34


			Compensation Discussion and Analysis			35
			Other Executive Compensation Matters			45
			Compensation Committee Report			47
			Executive Compensation			48
			Summary Compensation Table			48
			Grants of Plan-Based Awards Table			50
			Outstanding Equity Awards at Fiscal Year-End Table			51
			Shares Vested Table			52
			Pension Benefits			52
			Supplemental Executive Retirement Plans			52
			Pension Benefits Table			52

			Potential Payments Upon Termination or Change in Control			53
			Equity Awards			54
			CEO Pay Ratio			56
			Pay Versus Performance			56



			Resolution 3: Appointment of the Independent Registered Public Accounting Firm			60


			Audit Committee Report			62
			Ownership of Voting Securities			63
			Questions and Answers about the Meeting and Voting			66
			Other Matters			72
			Appendix A: Reconciliation of GAAP and non-GAAP Financial Measures			74


4			2026 Proxy Statement			valaris.com

Table of Contents



FORWARD-LOOKING STATEMENTS Statements contained in this proxy statement that are not historical facts are 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 (the "Exchange Act"). Forward-looking statements include words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” "outlook," “plan,” “project,” “could,” “may,” “might,” “should,” “will” and similar words. The forward-looking statements contained in this proxy statement, including statements regarding the expected benefits, timing and completion of the pending Business Combination with Transocean are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, target, goal, commitment or expectation can or will be achieved. You should also carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our most recent annual report on Form 10-K, which is available on the SEC’s website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statements, except as required by law. Standards of measurement and performance made in reference to our sustainability targets, plans and goals are based on evolving protocols and assumptions which may change or be refined. Company goals are aspirational and may change. Statements regarding the Company’s goals, including greenhouse gas emissions reduction goals, are not guarantees or promises that they will be met. We may determine to adjust our commitments, goals or targets or establish new ones to reflect changes in our business, operations or plans. The inclusion of information regarding our sustainability initiatives and aspirations is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC. Content available on websites and in documents referenced in this proxy statement are not incorporated by reference herein and are not part of this proxy statement.


valaris.com			2026 Proxy Statement			5

Performance Highlights


			Financial Performance •Generated net income of $979.1 million and Adjusted EBITDA of $642.2 million. •Generated cash from operating activities of $546.2 million and Adjusted Free Cash Flow of $340.6 million in 2025. •See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

			Operational Excellence •Continued to deliver operational excellence, by delivering revenue efficiency of 96%, marking our fifth consecutive year at or above this level. •Implemented BarrierPulse™, our digital barrier management platform designed to provide real-time visibility of the status and health of people, process, and plant barriers associated with major accident hazards.


			Contracting Success •Awarded new contracts and extensions in 2025 with associated contract backlog of approximately $2.6 billion, including several attractive contracts for our high-specification drillships. •Secured additional contracts in the first quarter of 2026 for VALARIS DS-7 and DS-9 – all ten of our active drillships are expected to be working as we enter 2027.


			Financial Management •Repurchased $100.0 million of shares, representing 2.0 million shares or approximately 3% of the total outstanding share count. •Continued to focus on maintaining a high-quality and efficient asset base, while prudently managing our fleet and costs – demonstrated by the sale of three semisubmersibles and four jackups in 2025 for total cash proceeds of over $130.0 million.

Sustainability Highlights

•Published our 2025 Annual Sustainability Report, which highlights the sustainability efforts that demonstrate our commitment to our purpose, values and communities. The report was prepared with consideration for the International Financial Reporting Standard (IFRS) S2 and the Sustainability Accounting Standards Board (SASB). We have also included reporting from other frameworks such as the Global Reporting Initiative (GRI) and the Carbon Disclosure Project (CDP), where relevant, and report scope 1, 2 and 3 GHG emissions, among other data.

•Progressed reductions in emissions intensity. We continue to deliver on our emissions reduction roadmap, consisting of four focus areas, energy efficient practices, energy-saving upgrades, biofuel blends and jackup electrification, and we reduced our emissions intensity by 7.8% for drillships and 2.1% for harsh environment jackups compared to 2019. Emissions intensity is a ratio based on Scope 1 emissions from fuel consumption over an operating day.

•Partnered with customers on their energy transition efforts. Since 2022, eight of our jackup rigs have been involved in carbon capture and storage (CCS) projects with customers, including four in 2025.


6			2026 Proxy Statement			valaris.com

2025 Business Highlights

•Continued alignment of compensation with safety and sustainability performance. Spill prevention and safety (personal and process) performance continues to be a component for our 2025 Valaris Cash Incentive Plan. Spill prevention performance is a measure that considers the environmental impact of any substances released in the course of our operations.

Pending Business Combination with Transocean

As previously disclosed, on February 9, 2026, the Company entered into the Business Combination Agreement with Transocean. The Business Combination Agreement provides that, among other things and subject to the terms and conditions thereof, Transocean will acquire all of the issued and outstanding common shares of the Company pursuant to the Scheme of Arrangement. Completion of the Business Combination is subject to the satisfaction of certain closing conditions, including, but not limited to, shareholder approval of the Scheme of Arrangement and the receipt of applicable regulatory approvals. The Scheme Meeting will be convened by order of the Supreme Court of Bermuda in due course for shareholders of the Company to vote on the Scheme of Arrangement and a separate proxy statement will be delivered to shareholders for that meeting. If approved and sanctioned by the Court, the Scheme of Arrangement will become effective upon delivery of the court order to the Registrar of Companies in Bermuda and will be binding on all shareholders of the Company. For additional information related to the Business Combination and Scheme of Arrangement, please refer to the Company’s definitive joint proxy statement regarding the Business Combination and explanatory statement contained therein relating to the Scheme of Arrangement and other relevant materials to be filed with the SEC when they become available.


valaris.com			2026 Proxy Statement			7



Resolution 1 Election of Directors									The Board recommends a vote FOR each director nominee. See page 11

Board Highlights

Board Nominees

Name and Principal Occupation

Age

Independent

Director
Since

Current Committee Membership

Elizabeth D. Leykum (Chair of the Board)

Founder of Serenade Capital LLC

Yes

2021

●

Anton Dibowitz

President and Chief Executive Officer
of Valaris Limited

2021

Dick Fagerstal

Former Executive Chairman of
Global Marine Group

Yes

2021

●

Joseph Goldschmid

Partner and Portfolio Manager, Oak Hill Advisors, L.P.

Yes

2021

●

Catherine J. Hughes

Former Executive Vice President International

at Nexen Inc.

Yes

2022

●

Kristian Johansen

Chief Executive Officer of TGS ASA

Yes

2023

●


● Chair ● Member


8			2026 Proxy Statement			valaris.com

Proxy Summary

Current Board Skills and Experience

Strategic Planning

Public Company Governance

Business Development / Operations

Senior Executive Leadership

Risk Management

Accounting

Energy Industry, including oilfield services

Environment and Sustainability Practices

Finance / Capital Allocation

Information Technology / Cybersecurity / Artificial Intelligence

Human Capital Management

Legal / Regulatory

International Business

Corporate Governance Highlights


			Independent Chair of the Board, separate from Chief Executive Officer
			No staggered board – all directors are elected annually
			Fully independent Audit, Compensation, Nominating and Governance (“N&G”) and Safety and Sustainability committees
			Regular executive sessions of non-executive directors
			Majority vote standard for director elections
			Director nominees reflect a variety of professional experiences, backgrounds, perspectives and viewpoints
			Annual Board and committee evaluations
			Our Code of Conduct applies to all officers, directors, employees and full-time contractors, with required annual compliance training. We also expect our business partners and vendors to act consistent with our Code of Conduct
			Director, executive officer and vice president share ownership guidelines (including at least six times (6x) base salary multiple for our Chief Executive Officer)
			Minimum holding periods for all equity interests of the Company until share ownership guidelines are met
			Directors and officers are not permitted to engage in transactions designed to hedge or offset the market value of our equity securities or to pledge our common shares
			Average independent director tenure of less than five years


valaris.com			2026 Proxy Statement			9

Proxy Summary



Resolution 2 Advisory Vote to Approve Named Executive Officer Compensation									The Board recommends a vote FOR this resolution. See page 34

2025 Executive Compensation Highlights


Element	Form	Description
Base Salary	Cash	•Provides a fixed, market level of base compensation
Short-Term Incentive Awards	Cash	•Provided under the Valaris Cash Incentive Plan (the "VCIP") •Earned based on achievement of specified annual financial, operational, sustainability (spill prevention) and safety (personal and process) and strategic team goals
Long-Term Incentive Awards	Shares	•Executive officer awards are provided under the Valaris 2021 Management Incentive Plan (the "MIP") through a combination of restricted share units (“RSUs”) and performance share units (“PSUs”) •RSUs generally vest over a three-year period •PSUs are earned based on the attainment of absolute total shareholder return and relative total shareholder return as compared to a peer group over a three-year performance period

2025 Say-on-Pay Vote

95% of the votes cast at our 2025 Annual General Meeting of Shareholders were in favor of our named executive officers' compensation



Resolution 3 Appointment of the Independent Registered Public Accounting Firm									The Board recommends a vote FOR this resolution See page 60

Certain information in this summary is contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2025 fiscal performance, please review our 2025 annual report. The Notice of Internet Availability, or this proxy statement, our 2025 annual report and the notice are first being sent or distributed to shareholders on or about April 16, 2026 and are available, free of charge, at www.proxyvote.com.


10			2026 Proxy Statement			valaris.com



Resolution 1: To elect each of the following as directors of the Company for a term to serve until the next Annual General Meeting of Shareholders or until their respective offices are otherwise vacated in accordance with the bye-laws of the Company.

a. Elizabeth D. Leykum	c. Dick Fagerstal	e. Catherine J. Hughes
b. Anton Dibowitz	d. Joseph Goldschmid	f. Kristian Johansen

Each of the nominees is currently a director of the Company and was elected at the 2025 Annual General Meeting of Shareholders to hold office until the Meeting, or until his or her office is otherwise vacated in accordance with the bye-laws of the Company.

If elected, each nominee will serve until the next Annual General Meeting of Shareholders of the Company, which is expected to be held in 2027 or when their respective offices are otherwise vacated in accordance with the bye-laws of the Company. Pursuant to the terms of the Business Combination Agreement, the directors elected at the Meeting will be required to resign upon closing of the Business Combination should this occur prior to the next Annual General Meeting of Shareholders.

In December 2021, Valaris entered into a support agreement (as amended, the “Support Agreement”) with Famatown Finance Limited and certain of its affiliates ("Famatown"). Pursuant to the Support Agreement, the Board of Directors of Valaris (the "Board") has nominated Kristian Johansen to stand for election as a director of the Company at the Meeting. Mr. Johansen will resign as a director if, among other things, Famatown's aggregate beneficial ownership falls below the threshold set forth in the Support Agreement. Furthermore, Famatown has agreed to vote with the Board's recommendations for the Company’s resolutions set forth in this proxy statement at the Meeting.

The N&G Committee and the Board have determined that these nominees possess the appropriate mix of skills and characteristics required of Board members. The Board regularly evaluates the composition of the Board in the context of the perceived needs of the Board at a given point in time. In evaluating potential director nominees, our Board evaluates their qualifications as set forth in our Corporate Governance Policy, which is further described on page 21.



			The Board recommends that shareholders vote FOR each nominee standing for election as director.

Each of the Board nominees has been nominated by our Board for election at the Meeting. Our bye-laws require majority voting for the election of directors. A nominee seeking election will be elected if a simple majority of the votes cast are cast in favor of the resolution to elect the director nominee. In determining the number of votes cast, shares that abstain from voting or are not voted will not be treated as votes cast. Each director nominee will be considered separately. You may cast your vote for or against each nominee or abstain from voting your shares in connection with one or more of the nominees.

As a shareholder of record, if no indication is given as to how you want your shares to be voted, but your proxy is executed, the persons designated as proxies will vote the proxies received FOR each nominee.


valaris.com			2026 Proxy Statement			11

Resolution 1: Election of Directors

Board Overview

Current Board Snapshot

Independence

Average Age

Tenure

03 PRO013633_pie_board overview_independence.jpg

03 PRO013633_pie_board overview_tenure.jpg

83 % independent

54 average age



As described under “Director Nominations,” the N&G Committee is responsible for and has evaluated the Board’s composition and current mix of experiences, skills, qualifications and characteristics to determine whether they are appropriate to support oversight of the Company’s strategy and Board responsibilities. The Board believes its current size and composition, including its mix of experiences, skills, qualifications, characteristics and tenure, provide a highly effective and well-functioning Board.


12			2026 Proxy Statement			valaris.com

Resolution 1: Election of Directors

Directors Skills Matrix

The N&G Committee develops and recommends to the Board skills, experience, characteristics and other criteria for identifying and evaluating directors, which will inform the N&G Committee’s annual evaluation of the composition of the Board to assess whether the mix of skills, experience, characteristics and other criteria are currently represented on the Board and those that may be needed in the future.

The following chart shows how these skills and experience, characteristics and other criteria are represented among our six Board directors.

SKILLS AND EXPERIENCE

Strategic Planning
Contributes to effectively advising management on important strategic decisions

SEC Form DEF 14A filed by Valaris Limited