Borr Drilling — Capital/Financing Update 2026

May 26, 2026

Borr Drilling Limited - Announces Any and All Cash Tender Offer for Notes Due 2028 and Partial Cash Tender Offer for Notes Due 2030 and Consents Solicitation for Proposed Amendments to the Indenture

Borr Drilling Limited - Announces Any and All Cash Tender Offer for Notes Due 2028 and Partial Cash Tender Offer for Notes Due 2030 and Consents Solicitation for Proposed Amendments to the Indenture

Hamilton, Bermuda, May 26, 2026 - (NYSE and Euronext Oslo Bors: BORR) ("Borr

Drilling" or the "Company") today announced that it has commenced tender offers

to purchase for cash, using cash provided in the Financing Transaction (as

defined below), together with cash on hand, the debt securities listed in the

table below issued by the Company's wholly owned subsidiary Borr IHC Limited

(the "Issuer") and certain of its other subsidiaries (collectively, the

"Notes").

Capitalized terms used in this announcement but not otherwise defined shall have

the meanings given to them in the Statement.

[][][][][][][][]

Notes CUSIP / ISIN Original Outstanding Factor

U.S. Blomberg Tender Offer Early Fixed Total

Numbers Principal Amount Principal Amount

Treasury Reference Consideration Tender Spread Consideration

Issued

Reference Page Payment

Security (including

Consent

Payment)

[(1)] [(2)]

[(2)(3)(4)] [(3)] [(2)(3)(4)]

10.000% Rule 144A: 100018 AA8 $1,380,696,000.00 $1,128,129,659.88

0.81707317 2.000% FIT3 [(5)] $50.00 +50 [(5)]

Senior /US100018AA89Regulation

UST due

Secured

November

Notes S: G1467F AA1

15,

Due / USG1467FAA15

2026

2028

10.375% Rule 144A: 100018 AB6 $877,094,000.00 $770,650,554.20

0.87864078 N/A N/A $1,010.00 $50.00 N/A

$1,060.00[(6)]

Senior / US100018AB62

Secured Regulation S: G1467F

Notes AB9 /

Due USG1467FAB97

2030

1. As of May 22, 2026. For the 2030 Notes, this reflects an aggregate

principal amount of 2030 Notes adjusted to reflect amortization in respect

thereof. For the 2028 Notes, this reflects an aggregate principal amount of 2028

Notes adjusted to reflect amortization in respect thereof.

2. The factor for each series of Notes is a number that represents a fraction

(expressed as a decimal rounded to 8 decimal digits) the numerator of which

represents the unpaid principal amount of such series of securities and the

denominator which represents the current principal amount outstanding of such

series of securities (the "Factor"). The Tender Offer Consideration or the Total

Consideration, as applicable, will be the amount set forth in the table above

multiplied by the applicable Factor, which reflects the partial amortization of

the Notes.

3. For each $1,000 original principal amount of Notes validly tendered and

accepted for purchase and with respect to which the applicable Holder has

provided its Consent, as applicable. The Early Tender Payment includes a Consent

Payment of $2.50 for each $1,000 original principal amount of Notes. Holders

that validly tender their Notes and thereby deliver their Consents at or prior

to the Early Tender/Consent Deadline (and do not validly withdraw such Notes and

therefore do not validly revoke the related Consents) will be eligible to

receive the Consent Payment of $2.50 per $1,000 original principal amount of

Notes in respect of such Notes, even if a smaller principal amount of the 2030

Notes is accepted for purchase pursuant to the Tender Offer for the 2030 Notes

due to proration.

4. Excludes Accrued Interest, which will be paid in addition to the Tender

Offer Consideration or the Total Consideration, as applicable.

5. The Total Consideration for the 2028 Notes validly tendered will be

determined by the Dealer Manager and Solicitation Agent (as defined herein) in

the manner described in this Statement by reference to the fixed spread (the

"Fixed Spread") specified above plus the yield (the "Reference Yield") based on

the bid-side price of the U.S. Treasury Reference Security specified above (the

"Reference Security") as quoted on the Bloomberg Bond Trader FIT3 series of

pages (the "Reference Page") at 10:00 a.m., New York City time, on the date

referred to herein as the "Price Determination Date," which includes the Early

Tender Payment (including the Consent Payment).

6. The Total Consideration for the 2030 Notes includes the Early Tender

Payment (including the Consent Payment).

The Tender Offer (as defined below) consists of the offer to purchase for cash,

using funds provided by the Financing Transaction (as defined below), together

with cash on hand, on the terms and conditions set forth in the Offer to

Purchase and Consent Solicitation Statement, dated May 26, 2026 (as it may be

amended or supplemented from time to time, the "Statement") (i) any and all of

the outstanding 10.000% Senior Secured Notes due 2028 (the "2028 Notes") and

(ii) up to $447,317,000.00 aggregate original principal amount (the "Maximum

2030 Notes Tender Amount") of the 10.375% Senior Secured Notes Due 2030 (the

"2030 Notes"). We may also use funds provided by the Financing Transaction or

cash on hand to pay the Accrued Interest (as defined below) and related costs

and expenses. We refer to this offer to purchase the Notes and the potential

Increased Offer (as defined below) as the "Tender Offer."

The Tender Offer and Consent Solicitation are subject to, among other things,

the satisfaction or waiver of the Financing Condition (in relation to either of

the Tender Offer or the Consent Solicitation or both of them). The "Financing

Condition" means the completion of an offering of Senior Secured Notes due 2032

(the "2032 Notes") and Senior Secured Notes due 2034 (the "2034 Notes" and

together with the 2032 Notes, the "New Notes") by the Issuer and Borr Finance

LLC, a Delaware limited liability company and a directly wholly owned subsidiary

of the Issuer (together with the Issuer, the "Co-Issuers") (the "New Notes

Offering") in aggregate principal amount equal to at least $1.6 billion, on

terms satisfactory to the Issuer in its sole discretion. The New Notes are

expected to be delivered to purchasers thereof on or around June 10, 2026. The

Tender Offer and the Statement are not an offer to sell or a solicitation of an

offer to buy any New Notes or to participate in any other financing.

We intend consummate the New Notes Offering on terms and conditions satisfactory

to us, in our sole discretion, yielding net cash proceeds sufficient to fund the

Total Consideration (as defined below) for all tendered Notes accepted in the

Tender Offer, including the Consent Payment for all delivered Consents accepted

in the Consent Solicitation, and the fees and expenses related to the Tender

Offer and Consent Solicitation (the "Financing Transaction").

Holders of the Notes (each a "Holder" and collectively the "Holders") who

validly tender (and do not validly withdraw) their Notes at or prior to the

Early Tender/Consent Deadline will be entitled to receive the Tender Offer

Consideration, plus the Early Tender Payment (as defined below), including the

Consent Payment (as defined below)) (together, the "Total Consideration") on

June 11, 2026 (the "Early Settlement Date") if such Notes are accepted for

purchase.

The Total Consideration is as follows:

1. for each $1,000 original principal amount of the 2028 Notes, an amount

determined in the manner described in this Statement by reference to the Fixed

Spread specified for the 2028 Notes on the front cover page of this Statement

over the Reference Yield (as defined below) based on the bid side price of the

applicable Reference U.S. Treasury Security (as defined below) specified on the

front cover page of this Statement, at the Price Determination Date (as defined

below) (unless extended by the Issuer), and

2. for each $1,000 original principal amount of the 2030 Notes, $1,060.00.

The Tender Offer Consideration or the Total Consideration, as applicable, will

be multiplied by the applicable Factor, which reflects the partial amortization

of the Notes.

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will

also receive accrued and unpaid interest, multiplied by the applicable Factor

("Accrued Interest") from the last interest payment date on such purchased Notes

up to, but not including, the applicable Settlement Date.

We refer to the "Early Tender Payment" as an amount in cash equal to $50.00 for

each $1,000 original principal amount of Notes tendered, which includes an

amount in cash equal to $2.50 (the "Consent Payment") for each $1,000 original

principal amount of Notes tendered by such Holder and accepted by the Issuer for

purchase in the Tender Offer. Payment of the Total Consideration for Holders who

tender by the Early Tender/Consent Deadline is expected to be made on the Early

Settlement Date (as defined below).

Notwithstanding anything to the contrary contained herein, to the extent that

the amount of 2030 Notes validly tendered (and not validly withdrawn) prior to

the Early Tender/Consent Deadline exceeds the Maximum 2030 Notes Tender Amount,

we intend, but are not obligated to, increase such Maximum 2030 Notes Tender

Amount, which may be up to all of the outstanding 2030 Notes (the "Increased

Offer"). The Company refers Holders to the Statement for the complete terms and

conditions of the Tender Offer.

The Tender Offer will expire at 5:00 p.m., New York City time, on June 24, 2026,

unless extended or earlier terminated (such time and date, as the same may be

extended or earlier terminated, the "Expiration Time"). In order to be eligible

to receive the Total Consideration for your Notes, you must validly tender (and

not validly withdraw) your Notes and provide Consents to the Proposed Amendments

(as defined below) at or prior to 5:00 p.m., New York City time, on June 8,

2026, unless extended or earlier terminated (such time and date, as the same may

be extended or earlier terminated, the "Early Tender/Consent Deadline").

Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer

at or prior to 5:00 p.m., New York City time, on June 8, 2026, but not

thereafter, unless such time is extended (such time, as the same may be

extended, the "Withdrawal/Revocation Time"). If the aggregate principal amount

of 2030 Notes (as defined below) validly tendered and not validly withdrawn at

the Early Tender/Consent Deadline is equal to or in excess of the Maximum 2030

Notes Tender Amount, the Issuer may, in its sole discretion, not accept any 2030

Notes tendered after the Early Tender/Consent Deadline.

In conjunction with the Tender Offer, we are soliciting from Holders consents

("Consents") to effect the Initial Offer Proposed Amendments (as defined in the

Statement) and, in the event of an Increased Offer, the Increased Offer Proposed

Amendments (as defined in the Statement) to the indenture governing the Notes

(the "Indenture"). Subject to receipt of the relevant Initial Offer Requisite

Consents (as defined in the Statement), the Initial Offer Proposed Amendments

would (i) disapply substantially all of the restrictive covenants in the

Indenture with respect to the 2028 Notes, (ii) remove certain rights of holders

of 2028 Notes upon the occurrence of certain Events of Default (as defined in

the Indenture), (iii) align and conform certain covenants, definitions and other

terms in the Indenture with those that will be contained in the indenture that

will govern the Issuer's New Notes to be issued in the Financing Transaction

(the "New Notes Indenture") and (iv) with respect to the 2028 Notes only,

disapply certain covenants relating to the Collateral and release all Liens in

the Collateral securing the 2028 Notes. Subject to receipt of the relevant

Increased Offer Requisite Consents, the Increased Offer Proposed Amendments

would (i) remove substantially all of the covenants and other obligations under

the Indenture that can be removed with the consent of holders of a majority of

the original principal amount of the Notes then outstanding and (ii) disapply

certain covenants relating to the Collateral and release all Liens in the

Collateral securing the Notes. The amendments in the foregoing (ii)(A) and (B)

will only be operative in the event there is an Increased Offer (as defined

below). The Initial Offer Proposed Amendments and the Increased Offer Proposed

Amendments are referred to collectively herein as the "Proposed Amendments." We

refer to this solicitation of Consents with respect to the Proposed Amendments

as the "Consent Solicitation."

Holders are required to Consent to both the Initial Offer Proposed Amendments

and the Increased Offer Proposed Amendments in order to tender their Notes in

the Tender Offer and, if the Increased Offer occurs and the relevant Requisite

Consents are obtained, the Increased Offer Proposed Amendments will be effected

in lieu of the Initial Offer Proposed Amendments without any further consent

from Holders.

No Consent may be validly delivered, and therefore no Consent Payment shall be

made with respect to Notes tendered, after the Early Tender/Consent Deadline.

In addition, pursuant to the terms of the Indenture, the Company may exercise

its right to redeem up to 10.0% of the original aggregate principal amount of

the 2030 Notes (including additional 2030 Notes that have been issued) at a

redemption price equal to 103.0% of the principal amount of the Notes to be

redeemed, plus accrued and unpaid interest, if any, to, but not including, the

redemption date. However, there can be no assurance that any 2030 Notes will be

so redeemed. Nothing contained herein shall constitute a notice of redemption

for the Notes. The Company may also exercise its right to redeem the Notes at

the applicable redemption price as set out in the Indenture.

Furthermore, if Holders of not less than 90% in aggregate principal amount of

the outstanding 2028 Notes or 2030 Notes validly tender and do not withdraw such

Notes, the Issuer may elect to redeem all remaining Notes of such series that

remain outstanding following such purchase at a redemption price equal to the

price offered to each tendering Holder (excluding any early tender or incentive

fee) plus, to the extent not included in the payment to tendering Holders,

accrued and unpaid interest, if any, thereon, to, but excluding, the date of

such redemption. However, there can be no assurance that any Notes will be so

redeemed. Nothing contained herein shall constitute a notice of redemption for

the Notes.

The Tender Offer and the Consent Solicitation are subject to the satisfaction or

waiver of certain conditions as set forth in the Statement. Full details of the

terms and conditions of the Tender Offer and the Consent Solicitation are

included in the Company's Solicitation.

Information Relating to the Tender Offer and the Consent Solicitation

The Tender Offer and the Consent Solicitation is being distributed to holders

beginning today. Citigroup Global Markets Inc is acting as the dealer manager

and solicitation agent for the Tender Offer and the Consent Solicitation

("Dealer Manager and Solicitation Agent"). Questions regarding the terms of the

Tender Offers and Consent Solicitations may be directed to Citigroup Global

Markets Inc. at +1 (212) 723-6106 (banks and brokers) or +1 (800) 558-3745 (toll

-free) or via email at ny.liabilitymanagement@citi.com. Global Bondholder

Services Corporation is acting as (i) the Information Agent (in such capacity,

the "Information Agent") for the Tender Offer and the Consent Solicitation, (ii)

the Tender Agent (in such capacity, the "Tender Agent") for the Tender Offer and

(iii) the Tabulation Agent (in such capacity, the "Tabulation Agent") for the

Consent Solicitation. Requests for copies of the Statement should be directed to

Global bondholder Services Corporation at +1 (212) 430- 3774 (banks and brokers)

or +1 (855) 654-2014 (toll-free) or via email at contact@gbsc-usa.com.

This press release is for information purposes only and does not constitute or

form part of an offer to sell or the solicitation of an offer to purchase or

subscribe for securities, nor will there be any sale of the securities in any

jurisdiction in which such offer, solicitation or sale would be unlawful. The

securities to be issued in the referred to herein have not been and will not be

registered under the Securities Act of 1933 or applicable state securities laws,

and may not be offered or sold in the United States or to U.S. persons (other

than distributors) unless such securities are registered under the Securities

Act of 1933, or an exemption from the registration requirements of that act is

available.

About Borr Drilling

Borr Drilling Limited is an international drilling contractor incorporated in

Bermuda in 2016 and listed on the New York Stock Exchange since July 31, 2019

and on Euronext Oslo Bors since May 21, 2026 under the ticker "BORR." The

Company owns and operates jack-up rigs of modern and high specification designs

and provides services focused on the shallow-water segment to the offshore oil

and gas industry worldwide. Please visit our website at www.borrdrilling.com.

Forward-Looking statements

This press release and related discussions include forward-looking statements

made under the "safe harbor" provisions of the U.S. Private Securities

Litigation Reform Act of 1995. Forward-looking statements do not reflect

historical facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will", "ensure",

"likely", "aim", "plan", "guidance" and similar expressions and include

statements regarding the Tender Offer, the Financing Transaction and other non

-historical statements. Such forward-looking statements are subject to risks,

uncertainties, contingencies and other factors that could cause actual events to

differ materially from the expectations expressed or implied by the forward

-looking statements included herein, including risks related to the Tender Offer

including risks relating to the terms and conditions of the Tender Offer and the

Financing Transaction and other risks and uncertainties, including those

described in our most recent annual report on Form 20-F for the year ended

December 31, 2025 and our other filings with the Securities and Exchange

Commission. Such risks, uncertainties, contingencies and other factors could

cause actual events to differ materially from the expectations expressed or

implied by the forward-looking statements included herein. These forward-looking

statements are made only as of the date of this release. We do not undertake to

update or revise the forward-looking statements, whether as a result of new

information, future events or otherwise.

The Board of Directors

Borr Drilling Limited

Hamilton, Bermuda

Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208