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): ~~June~~July 925, 2024

Diamond Offshore Drilling, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-13926		76-0321760
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. ~~Employer~~EmployerIdentification ~~Identification~~ No.)

777 N. Eldridge Parkway, Suite 1100

Houston, Texas 77079

(Address of principal executive offices, including Zip Code)

(281) 492-5300

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		~~Trading Symbol~~TradingSymbol		Name of each ~~exchange~~exchangeon on which registered
Common Stock, $0.0001 par value per share		DO		New York Stock Exchange

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~June~~July 925, 2024, Diamond Offshore Drilling, Inc., ~~a Delaware corporation~~ (“Diamond ~~Offshore~~”), ~~entered into an Agreement~~ and ~~Plan~~Noble ofCorporation ~~Merger~~plc (~~the~~ “~~Merger Agreement~~Noble”) ~~with~~issued ~~Noble~~a ~~Corporation~~joint ~~plc,~~press arelease ~~public~~announcing ~~limited~~that ~~company~~the ~~incorporated~~waiting period under the ~~laws~~Hart-Scott-Rodino ofAntitrust ~~England~~Improvements ~~and~~Act ~~Wales~~of ~~(“Noble”)~~1976, ~~Dolphin~~in ~~Merger~~relation ~~Sub~~to 1,the ~~Inc.,~~pending acombination ~~Delaware~~between ~~corporation~~Noble and ~~indirect~~Diamond, ~~wholly~~expired ~~owned~~at ~~subsidiary~~11:59 ofET ~~Noble (“Merger Sub 1”)~~July 24, ~~and~~2024. ~~Dolphin~~A ~~Merger~~copy ~~Sub~~of 2,the ~~Inc.,~~press arelease ~~Delaware~~is ~~corporation~~attached ~~and~~as ~~indirect~~Exhibit ~~wholly~~99.1 ~~owned~~hereto ~~subsidiary~~and ofincorporated ~~Noble~~by ~~(“Merger~~reference ~~Sub 2”)~~herein.

~~The~~Item Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub 1 will merge with and into Diamond Offshore, with Diamond Offshore surviving as a wholly-owned indirect subsidiary of Noble (the “First Merger” and the effective time thereof, the “First Merger Effective Time”), and the subsequent merger of Diamond Offshore, as the surviving entity in the First Merger, with and into Merger Sub 2, with Merger Sub 2 surviving as an indirect wholly-owned subsidiary of Noble (the “Second Merger” and, together with the First Merger, the “Mergers” and the effective time thereof, the “Effective Time”), and (2) at the First Merger Effective Time, each outstanding share of common stock of Diamond Offshore (other than any Cancelled Shares and any Appraisal Shares (each as defined in the Merger Agreement)) will be converted into the right to receive the following consideration (collectively, the “Merger Consideration”): (i) $59.6501 inFinancial ~~cash,~~Statements ~~without interest, payable to the holders of Diamond Offshore common stock (the “Per Share Cash Consideration”), (ii) 0.2316 (the “Exchange Ratio”) ordinary shares of Noble~~ and ~~(iii) any cash in lieu of fractional ordinary shares of Noble~~Exhibits.

The Merger Agreement also specifies the treatment of outstanding Diamond Offshore warrants and Diamond Offshore equity awards in connection with the Mergers, which shall be treated as follows:

• At the First Merger Effective Time, each outstanding and unexercised warrant of Diamond Offshore will be assumed by Noble and for 90 days after the Effective Time will remain outstanding and during such 90-day period will be exercisable for the Merger Consideration to which the holders would have been entitled upon consummation of the First Merger, if the holders of the warrants of Diamond Offshore had exercised the warrants in full immediately prior to the First Merger Effective Time and acquired the applicable number of shares of Diamond Offshore common stock then issuable upon exercise of such warrants as a result of such exercise.

• At the First Merger Effective Time, each outstanding restricted stock unit award of Diamond Offshore will be converted into the number of ordinary shares of Noble equal to the product of (1) the number of shares of Diamond Offshore common stock subject to such restricted stock unit award immediately prior to the First Merger Effective Time and (2) the Equity Award Exchange Ratio (as defined below); provided, however, that any resulting fractional ordinary shares of Noble will be exchanged for cash. The “Equity Award Exchange Ratio” will be equal to the sum of (a) the Exchange Ratio plus (b) the quotient of (x) the Per Share Cash Consideration, divided by (y) the closing price on the New York Stock Exchange (“NYSE”) for an ordinary share of Noble on the last trading day immediately preceding the Effective Time.

• At the Effective Time, each performance-vesting restricted stock unit award of Diamond Offshore will vest and be converted into the right to acquire the product of (1) the number of shares of Diamond Offshore common stock subject to the restricted stock unit awards of Diamond Offshore immediately prior to the Effective Time reflecting achievement of the applicable performance metrics at the greater of (i) the performance level determined in accordance with the performance criteria as otherwise provided in the applicable award agreement, and (ii) the target performance level under the terms of the Company Equity Plan (as defined in the Merger Agreement) and the applicable award agreement multiplied by and (2) the Equity Award Exchange Ratio; provided that any resulting fractional ordinary shares of Noble will rounded to the nearest whole share, subject to certain adjustments for performance-vesting restricted stock unit awards granted after the date of the Merger Agreement.

The board of directors of Diamond Offshore has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the First Merger, are fair to, and in the best interests of, Diamond Offshore and the holders of Diamond Offshore’s common stock, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the First Merger, and (3) resolved to recommend that the Diamond Offshore stockholders approve and adopt the Merger Agreement.

The completion of the Mergers is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the receipt of the required approvals from Diamond Offshore stockholders, (2) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (3) certain other antitrust approvals having been obtained, (4) the absence of any governmental order or law that makes consummation of the Mergers illegal or otherwise prohibited, (5) the effectiveness of the registration statement on Form S-4 to be filed by Noble pursuant to which the ordinary shares of Noble to be issued in connection with the Mergers are registered with the Securities and Exchange Commission (the “SEC”), and (6) the authorization for listing of ordinary shares of Noble to be issued and reserved for issuance in connection with the Mergers on the NYSE. The obligation of each party to consummate the Mergers is also conditioned upon (1) the other party’s representations and warranties being true and correct (subject to certain materiality exceptions), (2) the other party having performed in all material respects its obligations under the Merger Agreement, (3) the absence of a material adverse effect on the other party and (4) the receipt of an officer’s certificate from the other party to such effect.

The Merger Agreement contains customary representations and warranties of Diamond Offshore and Noble relating to their respective businesses, financial statements and public filings, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of Diamond Offshore and Noble, including, subject to certain exceptions, covenants relating to conducting their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain actions without the other party’s consent. Diamond Offshore and Noble also agreed to use their respective reasonable best efforts to cause the Mergers to be consummated, to obtain expiration or termination of the waiting period under the HSR Act and to obtain certain other antitrust approvals, subject to certain limitations set forth in the Merger Agreement.

The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, Diamond Offshore will be subject to certain restrictions on its ability to solicit alternative transaction proposals from third parties and to engage in discussions with third parties regarding alternative transaction proposals, subject to customary exceptions. Diamond Offshore is required to call a meeting of its stockholders to approve the Merger Agreement and the other transactions contemplated thereby and, subject to certain exceptions, to recommend that its stockholders approve the Merger Agreement and the other transactions contemplated thereby.

The Merger Agreement contains customary termination rights for each of Diamond Offshore and Noble, including, among others, if the consummation of the Mergers do not occur on or before June 9, 2025 (subject to two potential extensions to December 9, 2025 and June 9, 2026 if the required regulatory approvals have not been received but all other conditions to closing have been satisfied or waived (except for those conditions that by their nature are to be satisfied at closing)) (such date, as may be extended pursuant to the Merger Agreement, the “end date”). Additionally, the Merger Agreement permits Diamond Offshore, subject to compliance with certain requirements and payment of a termination fee (described below), to terminate the Merger Agreement to enter into a definitive agreement for a superior alternative transaction proposal than the Mergers.

In the event that (a) the Merger Agreement is terminated in connection with (x) a failure to close the Mergers by the end date, (y) a failure of Diamond Offshore’s stockholders to approve the Mergers or (z) a breach by Diamond Offshore of its representations, warranties and covenants that results in the failure of the applicable closing conditions relating thereto, (b) a Company Alternative Proposal (as defined in the Merger Agreement) is publicly disclosed or announced prior to the Diamond Offshore stockholder meeting and (c) within 12 months of such termination, any transaction constituting a Company Alternative Proposal is consummated or an agreement providing for any Company Alternative Proposal is executed; then Diamond Offshore shall pay Noble a termination fee of $60,000,000. In the event that (1) Diamond Offshore terminates the Merger Agreement to enter into a definitive agreement for a superior alternative transaction proposal than the Mergers; (2) Noble terminates the

Merger Agreement in the event of a change of recommendation by the Diamond Offshore board of directors; or (3) the Merger Agreement is terminated by Diamond Offshore or Noble in the event of a failure of Diamond Offshore’s stockholders to approve the Mergers; then Diamond Offshore shall pay Noble a termination fee of $60,000,000 in the case of clauses (1) and (2), and $16,500,000 in the case of clause (3). In no event will Noble be entitled to receive more than one termination fee.

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Diamond Offshore. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Diamond Offshore’s public disclosures.

Item 7.01. Regulation FD Disclosure.

On June 10, 2024, Diamond Offshore and Noble issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On June 10, 2024, in connection with the announcement of the Merger Agreement, Diamond Offshore and Noble held a conference call. The transcript of such conference call will be filed with the SEC and available to investors. Additionally, a presentation (the “Investor Presentation”) referenced during such call is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished pursuant to Item 7.01 and the press release and Investor Presentation attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, shall not be deemed to be “filed” for 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 in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNo.		Description ~~of Exhibit~~
2.1*		Agreement and Plan of Merger, dated as of June 9, 2024, among Diamond Offshore Drilling, Inc., Noble Corporation plc, Dolphin Merger Sub 1, Inc. and Dolphin Merger Sub 2, Inc.
99.1		Joint Press Release issued by Diamond Offshore Drilling, Inc. and Noble Corporation plc dated July 25, 2024
99.1		Joint press release, dated June 10, 2024, issued by Diamond Offshore Drilling, Inc. and Noble Corporation plc.
104		Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.
99.2		Investor Presentation.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Forward-Looking Statements

This communication ~~contains~~includes “forward-looking statements” within the meaning of U.S. federal securities laws, including Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act~~. All statements~~, ~~other than statements~~ of ~~historical fact~~1934, ~~included~~as inamended. ~~this~~You ~~communication~~can ~~that~~identify ~~address~~these ~~activities,~~statements ~~events or developments that Diamond Offshore~~ and ~~Noble~~other ~~expects,~~forward-looking ~~believes~~statements ~~or anticipates will or may occur~~ in ~~the~~this ~~future~~document ~~are~~by ~~forward-looking~~words ~~statements. Words~~ such as “~~estimate~~expects,” “~~project~~continue,” “~~predict~~focus,” “~~believe~~intends,” “~~expect~~anticipates,” “~~anticipate~~plans,” “~~potential~~targets,” “~~create~~poised,” “~~intend~~advances,” “~~could~~drives,” “~~would~~aims,” “~~may~~forecasts,” “~~foresee~~believes,” “~~plan~~approaches,” “~~will~~seeks,” “~~guidance~~schedules,” “~~look~~estimates,” “~~outlook~~positions,” “~~goal~~pursues,” “~~future~~progress,” “~~assume~~may,” “~~forecast~~can,” “~~build~~could,” “~~focus~~should,” “~~work~~will,” “~~strive~~budgets,” “~~allow~~possible,” “~~continue~~outlook,” or“trends,” ~~the~~“guidance,” ~~negative~~“commits,” of“on ~~such~~track,” ~~terms~~“objectives,” or“goals,” ~~other~~“projects,” ~~variations~~“strategies,” ~~thereof~~“opportunities,” ~~and~~“potential,” ~~words~~“ambitions,” “aspires” and ~~terms of~~ similar ~~substance~~expressions, ~~used~~and invariations ~~connection~~or ~~with~~negatives ~~any discussion~~ of ~~future~~these ~~plans~~words, ~~actions,~~but ornot ~~events~~all ~~identify~~ forward-looking statements. ~~However,~~include ~~the~~such ~~absence~~words. ofForward-looking ~~these~~statements ~~words~~by ~~does~~their ~~not~~nature ~~mean~~address matters that ~~the statements~~ are, ~~not~~to ~~forward-looking.~~different ~~These~~degrees, ~~forward-looking statements include~~uncertain, ~~but~~such ~~are~~as ~~not~~statements ~~limited~~about ~~to,~~the ~~statements~~consummation ~~regarding~~of the ~~proposed~~pending ~~business~~transaction ~~combination~~ between ~~Diamond~~Noble ~~Offshore~~ and ~~Noble~~Diamond ~~pursuant to the Merger Agreement~~ (the “”Transaction”), ~~pro~~including ~~forma descriptions of~~ the ~~combined~~expected ~~company~~time ~~and~~period ~~its~~to ~~operations,~~consummate ~~integration~~the ~~and transition plans~~Transaction, ~~synergies, opportunities~~ and the anticipated ~~future~~benefits ~~performance.~~(including ~~There~~synergies ~~are a number of risks~~ and ~~uncertainties~~free ~~that~~cash ~~could~~flow ~~cause~~accretion) ~~actual~~of ~~results~~the toTransaction, ~~differ~~and ~~materially~~planned ~~from~~dividends. ~~the~~All such forward-looking statements ~~included~~are inbased ~~this~~upon ~~communication.~~current ~~These~~plans, ~~include~~estimates, ~~the~~expectations ~~expected timing~~ and ~~likelihood~~ambitions ofthat ~~completion~~are ofsubject ~~the~~to ~~Transaction~~risks, ~~including~~uncertainties ~~the~~and ~~timing~~assumptions, ~~receipt~~many ~~and terms and conditions~~ of ~~any~~which ~~required~~are ~~governmental~~beyond ~~and~~the ~~regulatory~~control ~~approvals~~ of ~~the~~Noble ~~Transaction~~and Diamond, that could ~~reduce anticipated benefits or~~ cause ~~the~~actual ~~parties~~results to ~~abandon~~differ ~~the~~materially ~~Transaction,~~from ~~the~~those ~~ability~~expressed toin ~~successfully~~such ~~integrate~~forward-looking ~~the~~statements. ~~businesses,~~Key ~~the~~factors ~~occurrence~~that ofcould ~~any~~cause ~~event,~~actual ~~change~~results orto ~~other~~differ ~~circumstances~~materially ~~that~~include, ~~could~~but ~~give~~are ~~rise~~not limited to the ~~termination~~risk ofthat ~~the~~regulatory ~~Merger~~approval ~~Agreement,~~in ~~the~~Australia ~~possibility~~is ~~that~~not ~~stockholders~~obtained ofor ~~Diamond~~are ~~Offshore~~obtained ~~may~~subject ~~not~~to ~~approve~~conditions ~~the~~that ~~Merger~~are ~~Agreement,~~not ~~the~~anticipated ~~risk~~by ~~that~~Noble ~~the~~and ~~parties~~Diamond; ~~may~~uncertainties ~~not~~as ~~be able~~ to ~~satisfy~~whether the ~~conditions~~Transaction towill ~~the~~be ~~Transaction~~consummated inon athe ~~timely~~anticipated ~~manner~~timing or at all, ~~risks~~or ~~related~~if toconsummated, ~~disruption~~will ofachieve ~~management~~its ~~time~~anticipated ~~from~~economic ~~ongoing~~benefits; ~~business~~Noble’s ~~operations~~ability ~~due~~ to ~~the~~integrate ~~Transaction,~~Diamond’s ~~the~~operations ~~risk~~in ~~that~~a ~~any~~successful ~~announcements~~manner ~~relating~~and toin the ~~Transaction~~expected ~~could~~time ~~have~~period; ~~adverse effects on~~ the ~~market~~possibility ~~price~~that any of ~~Diamond~~the ~~Offshore’s~~anticipated ~~common~~benefits ~~stock~~and orprojected ~~Noble’s~~synergies ~~ordinary~~of ~~shares,~~ the ~~risk that the~~ Transaction ~~and~~will ~~its~~not ~~announcement~~be ~~could~~realized ~~have~~or anwill ~~adverse~~not ~~effect~~be onrealized within the ~~ability~~expected oftime ~~Diamond~~period; ~~Offshore~~the ~~and~~occurrence ~~Noble~~of toany ~~retain~~event, ~~customers~~change ~~and~~or ~~retain~~other ~~and~~circumstance ~~hire~~that ~~key~~could ~~personnel~~give ~~and~~rise ~~maintain~~to ~~relationships~~the ~~with~~termination ~~their~~of ~~suppliers~~the ~~and~~merger ~~customers~~agreement; ~~and~~risks onthat ~~their~~the ~~operating~~anticipated ~~results~~tax ~~and~~treatment ~~businesses~~of ~~generally,~~ the ~~risk the pending~~ Transaction ~~could~~is ~~distract~~not ~~management~~obtained; ofunforeseen ~~both~~or ~~entities~~unknown ~~and~~liabilities; ~~they~~customer, ~~will~~shareholder, ~~incur~~regulatory ~~substantial~~and ~~costs,~~other ~~the~~stakeholder ~~risk~~approvals ~~that~~and ~~problems~~support; ~~may~~unexpected ~~arise~~future incapital ~~successfully~~expenditures; ~~integrating~~potential ~~the~~litigation ~~businesses~~relating ofto the ~~companies,~~Transaction ~~which~~that ~~may~~could ~~result~~be ininstituted ~~the~~against ~~combined~~Noble ~~company~~or ~~not~~Diamond ~~operating~~or astheir ~~effectively~~respective ~~and~~directors; ~~efficiently as expected,~~ the ~~risk~~possibility that the ~~combined~~Transaction ~~company~~ may be ~~unable~~more expensive to ~~achieve~~complete ~~synergies or it may take longer~~ than ~~expected~~anticipated, toincluding ~~achieve~~as ~~those~~a ~~synergies~~result ~~and~~of ~~other~~unexpected ~~important~~ factors ~~that~~or ~~could~~events; ~~cause~~the ~~actual~~effect ~~results~~of tothe ~~differ~~pendency ~~materially~~or ~~from~~completion ~~those~~of ~~projected.~~Transaction ~~All~~on ~~such~~the ~~factors~~parties’ ~~are~~business ~~difficult~~relationships ~~to predict~~ and ~~are~~business ~~beyond~~generally; ~~Diamond~~risks ~~Offshore’s~~that ~~and~~the ~~Noble’s~~Transaction ~~control,~~disrupts ~~including~~current ~~those~~plans ~~detailed~~and inoperations ~~Diamond~~of ~~Offshore’s~~Noble ~~annual~~or ~~reports on Form 10-K~~Diamond, ~~quarterly~~as ~~reports~~well onas ~~Form~~the ~~10-Q~~risk ~~and~~of ~~current~~disruption ~~reports~~of onNoble’s ~~Form~~or ~~8-K~~Diamond’s ~~that~~management ~~are~~and ~~available~~business ondisruption ~~its~~during ~~website at https://investor.diamondoffshore.com and on~~ the ~~SEC’s~~pendency ~~website~~of, ator ~~http://www.sec.gov~~following, ~~and~~the ~~those~~Transaction; ~~detailed~~changes in ~~Noble’s~~commodity ~~annual~~prices; ~~reports~~negative oneffects ~~Form~~of ~~10-K,~~the ~~quarterly~~announcement ~~reports~~of onthe ~~Form~~Transaction, ~~10-Q~~ and ~~current~~the ~~reports~~pendency onor ~~Form~~completion ~~8-K~~of ~~that~~the ~~are~~Transaction ~~available~~ on ~~its~~the ~~website~~market atprice ~~https://www.investors.noblecorp.com~~of ~~and~~Noble’s onor ~~the SEC~~Diamond’s ~~website~~common atstock ~~http:~~and/~~/www.sec.gov.~~or ~~All~~operating ~~forward-looking~~results; ~~statements~~rating ~~are~~agency ~~based~~actions onand ~~assumptions~~Noble’s ~~that~~and Diamond’s ~~Offshore~~ability ~~and Noble believe~~ to beaccess ~~reasonable~~debt ~~but~~markets ~~that~~on ~~may~~a ~~not~~timely ~~prove~~and toaffordable bebasis; ~~accurate.~~decline ~~Any~~in ~~forward-looking~~the ~~statement~~price ~~speaks only as~~ of ~~the~~oil ~~date~~or ongas, ~~which~~reduced ~~such~~demand ~~statement~~for isoil ~~made,~~ and ~~Diamond~~gas ~~Offshore~~products and ~~Noble~~increased ~~undertake~~regulation noof ~~obligation~~drilling toand ~~correct~~production, orprice ~~update~~competition ~~any~~and ~~forward-looking~~cyclicality ~~statement,~~in ~~whether~~the asoffshore adrilling ~~result of new information~~industry, ~~future~~offshore ~~events~~rig ~~or otherwise~~supply, ~~except~~dayrates asand ~~required~~demand byfor ~~applicable~~rigs, ~~law.~~contract ~~Readers~~duration, ~~are~~renewal, ~~cautioned~~terminations ~~not~~and torepricing, ~~place undue reliance on these forward-looking statements that speak only as of the date hereof.~~

national oil companies and governmental clients, contract backlog, customer and geographic concentration, operational hazards and risks, labor force unionization, labor interruptions and labor regulations, major natural disasters, catastrophic event, acts of war, terrorism or social unrest, pandemic, or other similar event, joint ventures as well as investments in associates, international operations and related mobilization and demobilization of rigs, operational interruptions, delays, upgrades, refurbishment and repair of rigs and any related delays and cost overruns or reduced payment of dayrates, impacts of inflation, renewal of insurance, protection of sensitive information, operational technology systems and critical data, the ability to attract and retain skilled personnel or the increased cost in doing so, supplier capacity constraints or shortages in parts or equipment, supplier production disruptions, supplier quality and sourcing issues or price increases, future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions, hurricanes and windstorm damage, responding to energy rebalancing, non-performance of suppliers or third-party subcontractors, increasing attention to environmental, social and governance matters, including climate change; the effects of industry, market, economic, political or regulatory conditions outside of Noble’s or Diamond’s control; and the risks described in Part I, Item 1A “Risk Factors” of (i) Noble’s Annual Report on Form 10-K for the year ended December 31, 2023 and (ii) Diamond’s Annual Report on Form 10-K for the year ended December 31, 2023, and, in each case, in subsequent filings with the U.S. Securities and Exchange Commission (“SEC”). Other unpredictable or factors not discussed in this communication could also have material adverse effects on forward-looking statements. Neither Noble nor Diamond assumes an obligation to update any forward-looking statements, except as required by law. You are cautioned not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes. These forward-looking statements speak only as of the date hereof. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend will be declared or continued.

No Offer or Solicitation

This communication relates to the Transaction between ~~Diamond~~Noble ~~Offshore~~ and ~~Noble~~Diamond. This communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Important Additional Information

In connection with the Transaction, Noble ~~expects~~filed ~~to file~~ with the SEC a registration statement on Form S-4 (the “Registration Statement”) ~~that~~containing ~~will include~~ a preliminary proxy statement of Diamond ~~Offshore~~ and a preliminary prospectus of Noble (the “Proxy Statement/Prospectus”). The ~~Transaction~~Registration ~~will~~Statement bewas ~~submitted~~declared toeffective ~~Diamond~~by ~~Offshore’s~~the ~~stockholders~~SEC ~~for~~on ~~their~~July 25, ~~consideration~~2024. ~~Diamond~~Noble ~~Offshore~~filed ~~and~~a ~~Noble~~final ~~may~~prospectus ~~also~~on ~~file~~July 25, ~~other~~2024, ~~documents~~and ~~with~~Diamond ~~the~~filed ~~SEC~~a ~~regarding~~definitive ~~the~~proxy ~~Transaction~~statement on July 25, 2024. ~~The~~Diamond ~~definitive~~commenced mailing of the Proxy Statement/Prospectus to Diamond stockholders on or about July 25, 2024. The Transaction will be ~~sent~~submitted to ~~the~~Diamond’s stockholders offor their consideration at a special meeting on August 27, 2024. Noble and Diamond ~~Offshore~~may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Registration Statement ~~and~~or the Proxy Statement/Prospectus that ~~will~~have bebeen filed with the SEC or any other documents that ~~Diamond~~Noble ~~Offshore~~ and ~~Noble~~Diamond may file with the SEC or send to ~~stockholders~~shareholders of ~~Diamond~~Noble ~~Offshore~~ and ~~shareholders~~stockholders of ~~Noble~~Diamond in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF ~~DIAMOND~~NOBLE ~~OFFSHORE~~ AND ~~NOBLE~~DIAMOND ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION ~~WHEN~~THAT ITHAVE ~~BECOMES~~BEEN ~~AVAILABLE~~FILED WITH THE SEC AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ~~DIAMOND~~NOBLE ~~OFFSHORE~~ AND ~~NOBLE~~DIAMOND, THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus ~~(when available)~~ and all other documents filed or that will be filed with the SEC by ~~Diamond~~Noble ~~Offshore~~ and ~~Noble~~Diamond through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Diamond Offshore will be made available free of charge on Diamond Offshore’s website at https://investor.diamondoffshore.com under the “Investor Relations” tab or by directing a request to Investor Relations, Diamond Offshore Drilling, Inc., 777 N. Eldridge Parkway, Suite 1100, Houston, Texas 77079, Tel. No. (281) 647-4035. Copies of documents filed with the SEC by Noble will be made available free of charge on Noble’s website at https://www.investors.noblecorp.com, under the “Investors” tab, ~~or by directing a request to Investor Relations, Noble Corporation plc, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478 , Tel. No. (713) 239-6507.~~

or by directing a request to Investor Relations, Noble Corporation plc, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478 , Tel. No. (713) 239-6507. Copies of documents filed with the SEC by Diamond will be made available free of charge on Diamond’s website at https://investor.diamondoffshore.com under the “Investor Relations” tab or by directing a request to Investor Relations, Diamond Drilling, Inc., 777 N. Eldridge Parkway, Suite 1100, Houston, Texas 77079, Tel. No. (281) 647-4035.

Participants in the Solicitation

~~Diamond~~Noble, ~~Offshore~~Diamond, ~~Noble~~ and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the Transaction. Information about the directors and executive officers of Noble is set forth in: (i) Noble’s proxy statement for its 2024 annual meeting, including under the headings “Resolutions 1, 2 ,3, 4 ,5 ,6, 7 & 8” and “Compensation Discussion and Analysis,” filed with the SEC on April 10, 2024 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1895262/000119312524091850/d807356ddef14a.htm, (ii) Noble’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Item 13. Certain Relationships and Related Transactions, and Director Independence,” filed with the SEC on February 23, 2024 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1895262/000162828024006622/ne-20231231.htm, (iii) Noble’s Current Report on Form 8-K filed with the SEC on March 15, 2024 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/949039/000119312524068298/d810669d8k.htm and (iv) subsequent statements of changes in beneficial ownership on file with the SEC.

Information about the directors and executive officers of Diamond ~~Offshore~~ is set forth in Diamond ~~Offshore~~’s proxy statement for its 2024 annual meeting, including under the headings “Election of Directors (Proposal No. 1),” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Stock Ownership of Management and Directors,” ~~which was~~ filed with the SEC on March 28, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/949039/000119312524080696/d882683ddef14a.htm, (ii) Diamond ~~Offshores~~’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Item 13. Certain Relationships and Related Transactions, and Director Independence,” ~~which was~~ filed with the SEC on February 28, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/949039/000095017024022282/do-20231231.htm and (iii) subsequent statements of changes in beneficial ownership on file with the SEC.

~~subsequent~~Additional ~~statements~~information regarding the potential participants and their direct or indirect interests (by security holdings or otherwise) is set forth under the headings “Interests of ~~changes~~Directors and Executive Officers of Diamond Offshore in ~~beneficial~~the ~~ownership~~Transactions” on ~~file~~page 97, “Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Diamond Offshore” on page 102 and “Security Ownership of Directors and Executive Officers” on page 102 of the definitive proxy statement filed by Diamond on July 25, 2024 and available at https://www.sec.gov/Archives/edgar/data/949039/000119312524184859/d849201ddefm14a.htm. Additional information may be included in other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the SEC’s website at www.sec.gov.

Information about the directors and executive officers of ~~Noble~~Diamond is set forth in ~~(i) Noble~~Diamond’s proxy statement for its 2024 annual meeting, including under the headings “~~Resolutions~~Election of Directors (Proposal No. 1),” 2“Compensation ~~,3,~~Discussion 4and Analysis,5” ~~,6,~~“Executive ~~7 & 8~~Compensation,” and “~~Compensation~~Stock ~~Discussion~~Ownership of Management and ~~Analysis~~Directors,” which was filed with the SEC on ~~April~~March 1028, 2024 and is available at https://www.sec.gov/~~ix?doc=/~~Archives/edgar/data/~~1895262~~949039/~~000119312524091850~~000119312524080696/~~d807356ddef14a~~d882683ddef14a.htm, (ii) ~~Noble~~Diamond’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance,” “Item 11. Executive Compensation,” “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Item 13. Certain Relationships and Related Transactions, and Director Independence,” which was filed with the SEC on February 2328, 2024 and is available at https://www.sec.gov/~~ix?doc=/~~Archives/edgar/data/~~1895262~~949039/~~000162828024006622~~000095017024022282/nedo-20231231.htm, ~~(iii) Noble’s Current Report on Form 8-K filed with the SEC on March 15, 2024~~ and ~~available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/949039/000119312524068298/d810669d8k.htm and~~ (iviii) subsequent statements of changes in beneficial ownership on file with the SEC.

~~Investors~~Additional ~~may~~or ~~obtain~~updated ~~additional~~ information regarding the potential participants ~~in the solicitations~~ and ~~a description of~~ their direct ~~and~~or indirect interests, (by security holdings or otherwise,) bywill ~~reading~~be ~~the~~included in Noble’s Registration Statement, which will contain the Proxy Statement~~/Prospectus~~, and other relevant materials to be filed with the SEC ~~regarding the Transaction~~ when they become available. ~~Stockholders~~These ofdocuments ~~Diamond~~can ~~Offshore~~be ~~and~~obtained ~~shareholders~~free of ~~Noble,~~charge ~~potential~~from ~~investors and other readers should read~~ the ~~Proxy~~SEC’s ~~Statement/Prospectus~~website ~~carefully~~at ~~when it becomes available before making any voting or investment decisions~~www.sec.gov.

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.

DIAMOND OFFSHORE DRILLING, INC. /s/ David L. Roland Name: David L. Roland Title: Senior Vice President, General Counsel and Secretary


	DIAMOND OFFSHORE DRILLING, INC.

	/s/ David L. Roland
	Name:	David L. Roland
	Title:	Senior Vice President, General Counsel and Secretary

July 25, 2024

June 10, 2024

Filing Compare · DIAMOND OFFSHORE DRILLING, INC.